tm235837-8_prem14a - none

TABLE OF CONTENTS

The information in this preliminary proxy statement/prospectus is not complete and may be changed. IWAC Holdings Inc. may not issue the securities offered by this preliminary proxy statement/ prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This preliminary proxy statement/ prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION,
DATED APRIL 25, 2023

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF INTEGRATED WELLNESS ACQUISITION CORP
AND
PROSPECTUS FOR UP TO 30,375,000 SHARES OF COMMON STOCK,
UP TO 12,600,000 WARRANTS, AND
UP TO 12,600,000 SHARES UNDERLYING WARRANTS
OF
IWAC HOLDINGS INC.

To the Shareholders of Integrated Wellness Acquisition Corp:

You are cordially invited to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of Integrated Wellness Acquisition Corp (“IWAC”), which will be held at 10:00 a.m., Eastern Time, on [•], 2023, at https://www.cstproxy.com/[•]. The Extraordinary General Meeting will be conducted via live webcast. For the purposes of the Current Articles (as defined below), the Extraordinary General Meeting may also be attended in person at IWAC’s office at 148 N. Main Street, Florida, New York 10921. You or your proxyholder will be able to attend and vote at the Extraordinary General Meeting by visiting https://www.cstproxy.com/[•] and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

On February 10, 2023, IWAC entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”) with Refreshing USA, LLC, a Washington limited liability company (“Refreshing”), IWAC Holdings Inc., a Delaware corporation and wholly-owned subsidiary of IWAC (“Pubco”), IWAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), Refreshing USA Merger Sub LLC, a Washington limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with Purchaser Merger Sub, the “Merger Subs”), IWH Sponsor LP, a Delaware limited partnership, as the representative from and after the Effective Time (as defined below) of the stockholders of Pubco (other than the Sellers and their successors and assignees) (the “Purchaser Representative”), and Ryan Wear, in the capacity as the representative of the equity holders of Refreshing (the “Sellers”) from and after the Effective Time (the “Seller Representative”) (all of the transactions contemplated by the Merger Agreement, including the issuances of securities thereunder, the “Business Combination”).

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the effective time of the Purchaser Merger (as defined below), IWAC will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation (the “Domestication”), (ii) following the Domestication, Purchaser Merger Sub will merge with and into IWAC, with IWAC continuing as the surviving entity and wholly-owned subsidiary of Pubco (the “Purchaser Merger”), in connection with which all of the existing securities of IWAC will be exchanged for rights to receive securities of Pubco as follows: (a) each share of IWAC common stock, par value $0.0001 (“IWAC Common Stock”) outstanding immediately prior to the Effective Time shall automatically convert into one share of common stock, par value $0.0001, issued by Pubco (“Pubco Common Stock”) and (b) each whole IWAC public warrant and each IWAC private shall automatically convert into one warrant to purchase shares of Pubco Common Stock (“Pubco Warrant”) on substantially the same terms and conditions; and (iii) Company Merger Sub will merge with and into Refreshing, with Refreshing continuing as the surviving entity and wholly-owned subsidiary of Pubco (the “Company Merger”, and together with the Purchaser Merger, the “Mergers”), pursuant to which all Refreshing Units issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the applicable portion of the Merger Consideration (as defined below).

Pursuant to the terms of the Merger Agreement, the consideration to be delivered to the holders of Refreshing Units (the “Sellers”) in connection with the Business Combination (the “Merger Consideration”) will be a number of newly-issued shares of Pubco Common Stock with an aggregate value equal to $160,000,000, subject to adjustments for Refreshing’s net working capital, closing debt (net of cash) and accrued but unpaid expenses related to the transactions contemplated by the Merger Agreement.

TABLE OF CONTENTS

be held, along with any other dividends, distributions or other income on such Escrow Shares (other than regular ordinary dividends), in a segregated escrow account to cover any negative post-closing Merger Consideration adjustment and any indemnification claims made against the Sellers under the Merger Agreement.

In addition to the shares of Pubco Common Stock deliverable at the closing of the Business Combination (the “Closing”), the Sellers will have the contingent right to receive up to an additional shares 4,000,000 shares of Pubco Common Stock as earnout consideration after the Closing (the “Earnout Consideration” and such shares the “Earnout Shares”). The Earnout Consideration shall be issuable by Pubco to the Sellers (as of the Closing Date) if the following conditions occur: (i) 1,500,000 shares of Pubco Common Stock upon the achievement of an adjusted EBITDA target of $20 million (the “2023 Target”) during the 2023 calendar year, (ii) 1,500,000 additional shares of Pubco Common Stock upon the achievement of an adjusted EBITDA target of $30.0 million (the “2024 Target”) during the 2024 calendar year and (iii) 1,000,000 additional shares of Pubco Common Stock in the event that the volume weighted average price (the “VWAP”) of the shares of Pubco Common Stock equals or exceeds $50.00 per share for any twenty (20) out of any thirty (30) consecutive trading days during the five-year period after the Closing.

It is anticipated that upon completion of the Business Combination, the IWAC public shareholders would own an interest of approximately 37.7% in Pubco, the Sponsor and initial shareholders of IWAC will own an interest of approximately 9.4% of Pubco, and the Sellers will own an interest of approximately 52.5% of Pubco. See “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Combined Financial Information and other Data.” If the actual facts are different from the assumptions set forth therein (which they are likely to be), the percentage ownership set forth above will be different.

The IWAC Units, Class A Ordinary Shares and Public Warrants are traded on The New York Stock Exchange (the “NYSE”) under the symbols “WELU”, “WEL” and “WELWS”, respectively. On February 13, 2023, the closing sale prices of the IWAC Units, Class A Ordinary Shares and Public Warrants were $10.50, $10.36 and $0.4932, respectively. Pubco will apply for listing, to be effective upon the Closing (acceptance of such listing is a condition to the Closing), of the shares of Pubco Common Stock and Pubco Warrants on the NYSE under the proposed symbols “RUSA” and “RUSAWS”, respectively. Pubco will not have units traded following the consummation of the Business Combination.

Only holders of record of ordinary shares of IWAC, par value $0.0001 per share (the “Ordinary Shares”), at the close of business on [RECORD DATE], 2023 (the “Record Date”) are entitled to notice of and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments of the Extraordinary General Meeting.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting. IWAC urges you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 52 of this proxy statement/prospectus.

After careful consideration, the IWAC’s board of directors (the “IWAC Board”) has approved the Merger Agreement and the transactions contemplated thereby and determined that each of the proposals to be presented at the Extraordinary General Meeting is in the best interests of IWAC and recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of IWAC’s directors, officers and advisors may result in conflicts of interest, including a conflict between what may be in the best interests of IWAC and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Proposal 2: The Business Combination Proposal — Interests of IWAC’s Directors, Officers and Advisors in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

Your vote is very important. To ensure your representation at the Extraordinary General Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the Extraordinary General Meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

On behalf of IWAC’s board of directors, I would like to thank you for your support of IWAC and look forward to a successful completion of the Business Combination.

Very truly yours,

Chief Executive Officer
Integrated Wellness Acquisition Corp

TABLE OF CONTENTS

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR IWAC UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/ WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [•], 2023 and is first being mailed to the shareholders of IWAC on or about [•], 2023.

TABLE OF CONTENTS

ADDITIONAL INFORMATION

The accompanying document is the prospectus for securities of Pubco. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the Extraordinary General Meeting of IWAC at which IWAC shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters. This proxy statement/prospectus is available without charge to shareholders of IWAC upon written or oral request. This document and other filings by IWAC with the Securities and Exchange Commission may be obtained by either written or oral request to IWAC’s Chief Executive Officer, Steven Schapera, at Integrated Wellness Acquisition Corp, 148 N. Main Street, Florida, NY 10921 or by telephone at (845) 651-5039.

The Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if you have questions about the proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact [•] (“[SOLICITOR]”), the proxy solicitor for IWAC, at [•]. You will not be charged for any of the documents that you request.

See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus for further information.

Information contained on the Refreshing website, or any other website, is expressly not incorporated by reference into this proxy statement/prospectus.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Extraordinary General Meeting, or no later than [•], 2023.

TABLE OF CONTENTS

INTEGRATED WELLNESS ACQUISITION CORP
148 N. Main Street
Florida, NY 10921

NOTICE OF EXTRAORDINARY GENERAL
MEETING TO BE HELD ON [•], 2023

TO THE SHAREHOLDERS OF INTEGRATED WELLNESS ACQUISITION CORP:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (“IWAC”), will be held at 10:00 a.m., Eastern Time, on [•], 2023. The Extraordinary General Meeting will be conducted via live webcast. For the purposes of IWAC’s Amended and Restated Memorandum and Articles of Association (the “Current Articles”), the Extraordinary General Meeting may also be attended in person at IWAC’s office at 148 N. Main Street, Florida, New York 10921. You are cordially invited to attend the Extraordinary General Meeting online by visiting https://www.cstproxy.com/[•] and using a control number assigned by Continental Stock Transfer & Trust Company. The Extraordinary General Meeting will be held for the purpose of considering and voting on the proposals described below and in the accompanying proxy statement. To register and receive access to the meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus. You will not be able to vote or submit questions through the listen-only format.

At the Extraordinary General Meeting, you will be asked to consider and vote on the following proposals:

(1)

Proposal 1 — The NTA Proposal — To consider and vote upon a proposal by special resolution to make amendments to the Current Articles, which amendments (the “NTA Amendments”) shall be effective, if adopted and implemented by IWAC, prior to the consummation of the Domestication and the proposed Business Combination, to remove from the Current Articles requirements limiting IWAC’s ability to redeem ordinary shares and consummate an initial business combination if the amount of such redemptions would cause IWAC to have less than $5,000,001 in net tangible assets. The NTA Proposal is conditioned upon the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the NTA Proposal will have no effect, even if approved by IWAC shareholders. The NTA Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 1: The NTA Proposal.”

(2)

Proposal 2 — The Domestication Proposal — To consider and vote upon a proposal by special resolution to (a) change the domicile of IWAC pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation (the “Domestication”); (b) adopt upon the Domestication taking effect, the certificate of incorporation (the “Interim Charter”), in the form appended to the accompanying proxy statement/prospectus as Annex B, in place of IWAC’s Current Articles and which will remove or amend those provisions of IWAC’s Current Articles that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) file a Certificate of Corporate Domestication and the Interim Charter with the Secretary of State of Delaware, under which IWAC will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware. At the time of the Domestication, simultaneously with the adoption of the Interim Charter, IWAC intends to adopt Bylaws in the form appended as Annex C to the accompanying proxy statement/prospectus (the “IWAC Bylaws”). The Domestication Proposal is conditioned upon the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the Domestication Proposal will have no effect, even if approved by IWAC shareholders. The Domestication Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 2: The Domestication Proposal.”

TABLE OF CONTENTS

(3)

Proposal 3 — The Business Combination Proposal — To consider and vote upon a proposal by ordinary resolution to approve the Agreement and Plan of Merger by and among IWAC, Refreshing USA, LLC, a Washington limited liability company (“Refreshing”), IWAC Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of IWAC (“Pubco”), IWAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (the “Purchaser Merger Sub”), Refreshing USA Merger Sub LLC, a Washington limited liability company and a wholly-owned subsidiary of Pubco (the “Company Merger Sub” and together with Purchaser Merger Sub, the “Merger Subs”), IWH Sponsor LP, a Delaware limited partnership, as the representative from and after the Effective Time (as defined below) of the stockholders of Pubco (other than the Sellers and their successors and assignees) (the “Purchaser Representative”), and Ryan Wear, in the capacity as the representative of the Sellers from and after the Effective Time (the “Seller Representative”) (as it may be amended or supplemented from time to time, the “Merger Agreement”) and the transactions contemplated thereby, pursuant to which IWAC and Refreshing will become wholly-owned subsidiaries of Pubco.

A copy of the Merger Agreement is appended to the accompanying proxy statement/prospectus as Annex A. The Business Combination Proposal is conditioned upon the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the Business Combination Proposal will have no effect, even if approved by IWAC shareholders. The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 3: The Business Combination Proposal.”

(4)

Proposal 4 — The Charter Proposal — To consider and vote on a proposal by special resolution to approve, in connection with the Business Combination, the adoption of Pubco’s amended and restated certificate of incorporation (the “Proposed Charter”), in the form appended to the accompanying proxy statement/prospectus as Annex D, to be effective upon the consummation of the Business Combination and after consummation of the Domestication. The Charter Proposal is conditioned on the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the Charter Proposal will have no effect, even if approved by IWAC shareholders. The Charter Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 4: The Charter Proposal.”

(5) – (9)

Proposals 5 – 9 — The Organizational Documents Proposals — To consider and vote upon six separate non-binding advisory proposals to approve, by ordinary resolutions, assuming the Business Combination Proposal is approved and adopted, material differences between the Current Articles in effect immediately prior to the Domestication, and the Proposed Charter of Pubco upon completion of the Business Combination, specifically:

Proposal 5

To approve provisions to be included in the Proposed Charter providing that directors may only be removed for cause and only by the affirmative vote of the holders of at least 662∕3% of the voting power of all the then outstanding shares of stock of Pubco entitled to vote generally in the election of directors, voting together as a single class.

Proposal 6

To approve provisions to be included in the Proposed Charter providing that stockholder special meetings may only be called by the Pubco Board pursuant to a resolution adopted by a majority of the Pubco Board.

Proposal 7

To approve provisions to be included in the Proposed Charter changing the post-Business Combination company’s corporate name to “Refreshing USA, Inc.”

TABLE OF CONTENTS

Proposal 8

To approve provisions to be included in the Proposed Charter to remove certain provisions related to IWAC’s status as a blank check company that will no longer apply upon consummation of the Business Combination.

Proposal 9

To approve provisions to be included in the Proposed Charter amending the total number of authorized shares of all classes of stock to 110,000,000 shares, each with a par value of $0.0001 per share, consisting of (i) 100,000,000 shares of Common Stock and (ii) 10,000,000 shares of preferred stock.

The Organizational Documents Proposals are conditioned upon the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the Organizational Documents Proposals will have no effect, even if approved by IWAC shareholders.

The Organizational Documents Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “Proposals 5-9: The Organizational Documents Proposals.”

(10)

Proposal 10 — The NYSE Proposal — To consider and vote upon a proposal by ordinary resolution for the purposes of complying with the applicable provisions of the NYSE Listing Rule 312.03, the issuance of shares of Pubco Common Stock in connection with the Business Combination. The NYSE Proposal is conditioned on the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the NYSE Proposal will have no effect, even if approved by IWAC shareholders. The NYSE Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 10: The NYSE Proposal.”

(11)

Proposal 11 — The Director Election Proposal — To consider and vote upon a proposal by ordinary resolution to elect seven (7) directors to the Pubco Board, including two (2) directors designated by IWAC prior to the Closing, who will qualify as independent under NYSE requirements, and five (5) directors designated by Refreshing prior to the Closing, at least two (2) of whom will qualify as independent directors under NYSE rules, effective upon the Closing, to serve on the Pubco Board until Pubco’s 2024 annual meeting of stockholders, or when such directors’ successors have been duly elected and qualified, or upon such directors’ earlier death, resignation, retirement or removal for cause. The Director Election Proposal is conditioned on the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the Director Election Proposal will have no effect, even if approved by IWAC shareholders. The Director Election Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 11: The Director Election Proposal.”

(12)

Proposal 12 — The Adjournment Proposal — To consider and vote upon a proposal by ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or desirable, at the determination of the IWAC Board. This proposal is referred to as the “Adjournment Proposal.” The Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 12: The Adjournment Proposal.”

The proposals being submitted for a vote at the Extraordinary General Meeting are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Merger Agreement.

TABLE OF CONTENTS

IWAC urges you to read carefully the accompanying proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements.

After careful consideration, the IWAC Board has approved the Merger Agreement and the transactions contemplated thereby and determined that each of the proposals to be presented at the Extraordinary General Meeting is in the best interests of IWAC and recommends that you vote or give instruction to vote “FOR” each of the above proposals.

The existence of financial and personal interests of IWAC’s directors, officers and advisors may result in conflicts of interest, including a conflict between what may be in the best interests of IWAC and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Proposal 3: The Business Combination Proposal — Interests of IWAC’s Directors, Officers and Advisors and Others in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

The Record Date for the Extraordinary General Meeting is [RECORD DATE], 2023. Only holders of record of Ordinary Shares at the close of business on the Record Date are entitled to notice of and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments of the Extraordinary General Meeting.

The IWAC Units, Class A Ordinary Shares and Public Warrants are traded on The New York Stock Exchange (the “NYSE”) under the symbols “WELU”, “WEL” and “WELWS”, respectively. Pubco will apply for listing, to be effective at the time of the Business Combination, of the shares of Pubco Common Stock and Pubco Warrants on the NYSE under the proposed symbols “RUSA” and “RUSAWS”, respectively. Pubco will not have units traded following the consummation of the Business Combination.

Pursuant to the Current Articles, a Public Shareholder (as defined in the proxy statement/prospectus) may request that IWAC redeem all or a portion of its Public Shares (as defined in the proxy statement/prospectus) for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)

hold Public Shares or hold Public Shares through IWAC Units and you elect to separate your IWAC Units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares; and

(b)

prior to 5:00 p.m., Eastern Time, on [•], 2023 (two business days prior to the vote at the Extraordinary General Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, IWAC’s transfer agent, that IWAC redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company.

Holders of IWAC Units must elect to separate the underlying shares and warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their IWAC Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the IWAC Units into the underlying shares and warrants, or if a holder holds IWAC Units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the transfer agent, IWAC will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (the “Trust Account”) established in connection with IWAC’s IPO, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of [RECORD DATE], 2023, this would have amounted to approximately $[•] per Public Share. If a Public Shareholder exercises its redemption rights, it will be exchanging such shareholder’s Public Shares for the right to receive such shareholder’s pro rata share of the Trust Account and will no longer own such Public Shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with IWAC’s consent, until the consummation of the Business Combination, or such other

TABLE OF CONTENTS

date as determined by the IWAC Board. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement/prospectus. See “EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS — REDEMPTION RIGHTS” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the U.S. Securities Exchange Act of 1934, as amended), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares unless the IWAC Board consents. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then, in the absence of the IWAC Board’s consent, any such shares in excess of that 15% limit would not be redeemed for cash.

The Required Proposals are interdependent on each other. The NTA Proposal and the Organizational Documents Proposals are conditional upon the Required Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal. If IWAC’s shareholders do not approve each of the Required Proposals at the Extraordinary General Meeting, the Business Combination may not be consummated.

Each of the Proposals other than the NTA Proposal, the Domestication Proposal and the Charter Proposal must be approved by ordinary resolution under Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the members entitled to vote thereon.

The NTA Proposal, the Domestication Proposal and the Charter Proposal must be approved by special resolution under Cayman Islands law, being a resolution passed by at least two-thirds of the votes of such members as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. IWAC urges you to read the accompanying proxy statement/prospectus carefully.

If you have any questions or need assistance voting your Ordinary Shares, please contact IWAC’s proxy solicitor, [SOLICITOR], at [•]. This notice of the Extraordinary General Meeting and the proxy statement/prospectus are available at the SEC’s website at www.sec.gov.

				By Order of the Board of Directors of IWAC
				/s/ Antonio Varano Della Vergiliana
				Chairman of the Board

TABLE OF CONTENTS

BASIS OF PRESENTATION AND GLOSSARY

Frequently Used Terms

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires:

“2023 Target” means $20,000,000.

“2024 Target” means $30,000,000.

“AGP” means Alliance Global Partners.

“AGP Letter Agreement” means the letter agreement, as amended January 18, 2023, between IWAC and AGP.

“AGP Transaction Fee” means the fee payable to AGP equal to $4,800,000, subject to the terms and conditions set forth in AGP Letter Agreement.

“Ancillary Documents” means each agreement, instrument or document attached as an exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the parties to the Merger Agreement in connection with or pursuant to the Merger Agreement.

“BTIG Letter Agreement” means the letter agreement, dated January 25, 2023, between IWAC and BTIG.

“BTIG Transaction Fee” means the transaction fee equal to $1,506,250, payable to BTIG at the Closing.

“BTIG” means BTIG, LLC.

“Business Combination” means the transactions contemplated by the Merger Agreement.

“Cayman Islands Companies Act” or the “Companies Act” or “the Act” refers to the Companies Act (As Revised) of the Cayman Islands.

“Class A Ordinary Shares” means the Class A ordinary shares of IWAC of par value $0.0001 per share. “Class B Ordinary Shares” means the Class B ordinary shares of IWAC of par value $0.0001 per share.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Exchanges” means the conversion or exchange, prior to the Effective Time, of all of the Refreshing Convertible Securities for common membership interests of Refreshing, in accordance with their terms, at the applicable conversion ratio(s).

“Company Merger Sub” means Refreshing USA Merger Sub LLC, a Washington limited liability company and a wholly-owned subsidiary of Pubco.

“Continental” means Continental Stock Transfer & Trust Company.

“Current Articles” means IWAC’s Amended and Restated Memorandum and Articles of Association, as adopted by special resolution dated December 8, 2021, and as may hereafter be amended, prior to the Domestication.

“DGCL” means the Delaware General Corporation Law, as amended.

“Domestication” means the transfer by way of continuation of IWAC out of the Cayman Islands, and into the State of Delaware as a Delaware corporation, with the Ordinary Shares of IWAC becoming shares of IWAC common stock, under the applicable provisions of the Cayman Islands Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, and subject to the receipt of the approval of the shareholders of IWAC to the Domestication and its terms, including the adoption of the Interim Charter and the adoption by the IWAC Board of the IWAC Bylaws consistent with the DGCL and changing the name and registered office of IWAC.

TABLE OF CONTENTS

“DTC” means The Depository Trust Company.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Earnout Consideration” means the additional shares of Pubco Common Stock issuable to the Sellers after Closing as in the event certain adjusted EBITDA-based conditions are satisfied.

“Earnout Consideration” means, collectively, (i) 1,500,000 additional shares of Pubco Common Stock upon the achievement of the 2023 Target during the 2023 calendar year, (ii) 1,500,000 additional shares of Pubco Common Stock upon the achievement of the 2024 Target during the 2024 calendar year and (iii) 1,000,000 additional shares of Pubco Common Stock in the event that the VWAP of the Pubco Common Stock equals or exceeds $50.00 per share for any twenty (20) out of any thirty (30) consecutive trading days during the five-year period after the Closing.

“Effective Time” means the date and time that the Mergers are consummated in accordance with the terms of the Merger Agreement.

“Employment Agreements” means, collectively, the employment agreements between Pubco and each of the Key Employees to be entered into on or prior to and as a condition to the Closing.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Extension Expenses” means the costs and expenses necessary for an Extension.

“Extension” means an extension of the deadline by which IWAC must complete its business combination pursuant to, and obtained in accordance, with the terms of the Current Articles.

“Extraordinary General Meeting” means the extraordinary general meeting of IWAC, to be held by live webcast at 10:00 a.m., Eastern Time, on [•], 2023, the physical location for which, in accordance with the Current Articles, shall be IWAC’s office at 148 N. Main Street, Florida, New York 10921, and any adjournments thereof.

“FINRA” means Financial Industry Regulatory Authority, Inc.

“Founder Shares” means the Class B Ordinary Shares held by the Sponsor that were initially purchased by the Sponsor in a private placement prior to the IPO.

“GAAP” means U.S. generally accepted accounting principles.

“initial shareholders” means all of IWAC’s shareholders immediately prior to its IPO, including its officers and directors and the underwriters in its IPO, to the extent they hold such shares.

“Insider Letter Agreement” means the letter agreement dated December 8, 2021, between IWAC and each of the Insiders.

“Insider Registration Rights Agreement” means the Registration Rights Agreement, by and among IWAC and the Insiders, dated December 8, 2021 entered into in connection with the IPO, as amended from time to time in accordance with its terms.

“Insiders” means IWAC’s officers and directors (at the time of the IPO), the Sponsor and each transferee of Founder Shares.

“Interim Charter” means the certificate of incorporation attached to this proxy statement/prospectus as Annex B and to be adopted by IWAC upon the Domestication taking effect.

“Interim Period” means the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Closing.

“IPO Prospectus” means the final prospectus of IWAC, dated as of December 8, 2021, and filed with the SEC on December 9, 2021 (File No. 333-260713).

“IPO Underwriters” means the underwriters for IWAC’s IPO, BTIG and I-Bankers Securities, Inc.

TABLE OF CONTENTS

“IPO” or “Initial Public Offering” means IWAC’s initial public offering of its units, Public Shares and warrants pursuant to the IPO Prospectus.

“IWAC Board” means the board of directors of IWAC.

“IWAC Bylaws” means the bylaws of IWAC to take effect upon the Domestication, in the form included as Annex C to this proxy statement/prospectus, as further described in the “Domestication Proposal” section of this proxy statement/prospectus.

“IWAC common stock” means the shares of common stock, par value $0.0001 per share, of IWAC following the Domestication, which shares will have the rights and preferences, and otherwise be subject to the terms and conditions set forth in, the Interim Charter.

“IWAC Parties” means IWAC, Pubco, Company Merger Sub and Purchaser Merger Sub.

“IWAC Shareholder Approval” means the approval of the Required Proposals by the requisite vote of the shareholders of IWAC at the Extraordinary General Meeting in accordance with IWAC’s Current Articles, applicable law and this proxy statement/prospectus.

“IWAC Units” means the units, each consisting of one ordinary share and one half of one warrant (each whole warrant entitling the holder thereof to purchase one Ordinary Share) issued by IWAC pursuant to, and with the terms set forth in, the Current Articles.

“Key Employees” means Nicholas Streeter.

“Lock-Up Agreements” means the agreements entered into prior to or simultaneously with the Merger Agreement pursuant to which certain members of Refreshing agreed to certain restrictions on transfers on the Pubco Common Stock to be received by them at the Closing after the Closing in accordance with the terms of the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger, as it may be further amended or supplemented from time to time, by and among IWAC, Refreshing, Pubco, the Purchaser Merger Sub, the Company Merger Sub, the Purchaser Representative, and the Seller Representative. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

“Merger Consideration” means the aggregate consideration payable to Sellers pursuant to the Merger Agreement, which shall be a number of newly-issued Pubco Securities with a value equal to (i) $160,000,000, subject to adjustments for Refreshing’s closing debt (net of cash) and accrued but unpaid expenses of Refreshing related to the transactions contemplated by the Merger Agreement, plus (ii) the Earnout Consideration.

“Merger Subs” means the Company Merger Sub and the Purchaser Merger Sub.

“Mergers” means the Purchaser Merger and the Company Merger.

“Non-Competition Agreements” means the Non-Competition and Non-Solicitation Agreements to be entered into by Pubco and (i) holders of 10% or more of Refreshing Units and (ii) certain members of Refreshing management prior and as a condition to the Closing pursuant to the terms of the Merger Agreement.

“NYSE” means the New York Stock Exchange.

“Opinion” means the formal written opinion of ValueScope, Inc. delivered to the board of directors of IWAC on January 26, 2023, in respect of a valuation and opinion relating to the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex F.

“Ordinary Shares” means the Class A Ordinary Shares and Class B Ordinary Shares of IWAC prior to the Domestication.

“Private Warrants” means the warrants to purchase Class A Ordinary Shares that IWAC issued to the Sponsor and to the Representative in a private placement completed at the time of the IPO, each of which entitles the holder thereof to purchase one Class A Ordinary Share at a purchase price of $11.50 per share.

TABLE OF CONTENTS

“Proposals” means all of the proposals presented to IWAC shareholders at the Extraordinary General Meeting.

“Proposed Bylaws” means Pubco’s amended and restated bylaws in the form included as Annex E to this proxy statement/prospectus, proposed to be in effective at and following the Closing of the Business Combination, as further described in the “Charter Proposal” section of this proxy statement/prospectus.

“Proposed Charter” means Pubco’s amended and restated certificate of incorporation in the form included as Annex D to this proxy statement/prospectus, proposed to be in effective at and following the Closing of the Business Combination.

“Pubco Board” means the board of directors of Pubco subsequent to the completion of the Business Combination.

“Pubco Common Stock” means the shares of common stock, par value $0.0001 per share, of Pubco.

“Pubco Securities” means securities issued by Pubco including, without limitation, shares of Pubco Common Stock and Pubco Warrants.

“Pubco Warrant” means a warrant, each exercisable to purchase one share of Pubco Common Stock.

“Pubco” means IWAC Holdings Inc., a Delaware corporation.

“Public Shareholder” means a holder of Public Shares as of the relevant date.

“Public Shares” means the Class A Ordinary Shares sold in the IPO (including Class A Ordinary Shares included in the overallotment units acquired by IWAC’s underwriters), whether they were purchased in the IPO or thereafter in the open market.

“Public Warrant” means the one-half of a warrant, originally included as part of Public Units, each whole warrant entitling the holder thereof to purchase one (1) Class A Ordinary Share at a purchase price of $11.50 per share.

“Purchaser Merger Sub” means IWAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco.

“Purchaser Representative” means IWH Sponsor LP, a Delaware limited partnership, as the representative from and after the Effective Time of the Merger of the stockholders of Pubco (other than the Sellers and their successors and assignees).

“Record Date” means [RECORD DATE], 2023.

“Redemption Date” means that date on which holders of Public Shares may be eligible to redeem their Public Shares for Redemption in accordance with the Current Articles in connection with the Closing of the Business Combination.

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated in accordance with the Current Articles as of the applicable Redemption Date.

“Redemption” means the redemption of the Public Shares for the Redemption Price.

“Refreshing” means Refreshing USA, LLC, a Washington limited liability company.

“Refreshing Charter” means the Articles of Organization of Refreshing, as amended and effective under the Washington Limited Liability Company Act, prior to the Effective Time.

“Refreshing Units” means the common interests of Refreshing.

“Refreshing Convertible Securities” means, collectively, any options, warrants or rights to subscribe for or purchase any equity securities of Refreshing or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any equity securities of Refreshing (but excluding any Company Units).

TABLE OF CONTENTS

“Sellers” means, collectively, the holders of Refreshing Units.

“Refreshing Securities” means, collectively, Refreshing Units and any other Refreshing Convertible Securities.

“Sellers” means, collectively, the holders of Refreshing Securities.

“Refreshing” means Refreshing USA, LLC, a Washington limited liability company.

“Related Agreements” means additional agreements entered into or to be entered into pursuant to the Merger Agreement.

“Representative” means BTIG, in its capacity as representative of the IPO Underwriters in accordance with the terms of the Underwriting Agreement.

“Required Proposals” means the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, the Director Election Proposal and the NYSE Proposal.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller Representative” means Ryan Wear, in the capacity as the representative of the Sellers from and after the Effective Time.

“Sponsor” means IWH Sponsor LP, a Delaware limited partnership.

“Surviving Subsidiaries” means Company Surviving Subsidiary and Purchaser Surviving Subsidiary.

“Target Company” means each of Refreshing and its direct and indirect subsidiaries.

“Transaction Financing” means any private placement of shares of Pubco Common Stock pursuant to a subscription agreement with investors, backstop or non-redemption agreement or arrangement entered into between IWAC and any current holder of IWAC Public Units or Ordinary Shares or any potential investor prior to the Closing Date in connection with the Business Combination.

“Transfer Agent” means Continental.

“Trust Account” means the trust account established by IWAC with the proceeds from the IPO and sale of Private Warrants pursuant to the Trust Agreement in accordance with the IPO Prospectus.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of December 8, 2021, as it may be amended, by and between IWAC and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.

“Trustee” means Continental, in its capacity as trustee under the Trust Agreement.

“Underwriting Agreement” means the Underwriting Agreement, dated December 8, 2021, by and between the Company and BTIG, LLC.

“ValueScope” means ValueScope Inc.

“Voting Agreements” means the voting agreements entered into by IWAC, Refreshing and certain Sellers and delivered to IWAC on or prior to execution of the Merger Agreement.

“Warrant Agreement” means the Warrant Agreement, dated as of December 8, 2021, between IWAC and Continental, which governs IWAC’s outstanding Warrants.

“Warrants” means the Private Warrants and Public Warrants, collectively.

TABLE OF CONTENTS

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to Pubco’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

No Public Shareholders exercise their redemption rights in connection with the Closing of the Business Combination, and the balance of the Trust Account as of the Closing is the same as its balance on December 31, 2022 of approximately $119.0 million. Please see the section entitled “The Extraordinary General Meeting — redemption rights.”

There are no transfers by the Sponsor of Ordinary Shares or Private Warrants prior to the Closing.

No holders of IWAC Warrants exercise any of the outstanding IWAC Warrants.

There are no purchase price adjustments to the Merger Consideration pursuant to the terms of the Merger Agreement.

Solely for purposes of calculating estimated pro forma ownership immediately after the Closing, subject to the assumptions further described herein and, as applicable, within the pro forma financial statement sections of this proxy statement/prospectus, the assumed Redemption Price upon consummation of the Business Combination is $10.35, which is based on the amount in the Trust Account as of December 31, 2022.

Upon consummation of the Purchaser Merger, (i) non-redeeming IWAC Public Shareholders will receive, as consideration in the Purchaser Merger for the shares of IWAC common stock held by such holders following the Domestication, 11,500,000 shares of Pubco Common Stock; (ii) the Sponsor will receive, as consideration in the Purchaser Merger for the shares of IWAC common stock held by the Sponsor following the Domestication, 2,875,000 shares of Pubco Common Stock, and (iii) all of the outstanding IWAC Warrants will become Pubco Warrants exercisable for shares of Pubco Common Stock, in each case in accordance with the terms of the Merger Agreement.

Other than (i) 1,000 shares of Pubco Common Stock issued to IWAC upon its formation, which shares shall be cancelled in connection with the Business Combination; (ii) the shares of Pubco Common Stock and Pubco Warrants to be issued to existing securityholders of IWAC upon consummation of the Purchaser Merger and (iii) the shares of Pubco Common Stock to be issued to the Sellers as Merger Consideration upon consummation of the Company Merger, there are no other issuances of equity securities of Pubco prior to or in connection with the Closing.

None of the Sellers exercises appraisal rights in connection with the Closing.

TABLE OF CONTENTS

TRADEMARKS

This proxy statement/prospectus contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Trademarks and service marks are collectively referred to herein as “Trademarks.”

Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains market and industry data, estimates and statistics obtained from third-party sources. Although both IWAC and Refreshing believe that the information on which the companies have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and they have not independently verified any of the data from third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. IWAC’s and Refreshing’s internal company reports have not been verified by any independent source. Statements as to industry position are based on market data currently available. While IWAC and Refreshing are not aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, which are statements other than those of historical fact. These forward-looking statements include, among other things, statements about the parties’ ability to close the Business Combination, the timing of the closing of the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of IWAC, Refreshing and Pubco prior to the Business Combination and the period following the consummation of the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and on the current expectations, forecasts and assumptions of the management of IWAC and Refreshing, involve a number of judgments, risks and uncertainties and are inherently subject to changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by IWAC and the following:

•

expectations regarding (and Refreshing’s ability to meet expectations regarding) Refreshing’s strategies and future financial performance, including Refreshing’s future business plans or objectives, anticipated demand and acceptance of its products, services, pricing, marketing plans, supply capabilities, supply chain issues, the effects of inflation on demand for Refreshing’s vending machines and automated stores and the products they sell, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and Refreshing’s ability to invest in growth initiatives;

•

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Merger Agreement;

TABLE OF CONTENTS

•

the outcome of any legal proceedings that may be instituted against IWAC, Refreshing, Pubco and others following announcement of the Merger Agreement and the transactions contemplated therein;

•

the inability to complete the Business Combination due to the failure to obtain IWAC shareholders’ approval or satisfy other conditions to closing under the Merger Agreement;

•

the risk that the proposed Business Combination disrupts current plans and operations of Refreshing as a result of the announcement and consummation of the Business Combination;

•

the ability to recognize the anticipated benefits of the Business Combination;

•

unexpected costs related to the proposed Business Combination;

•

the amount of any redemptions by shareholders of IWAC being greater than expected;

•

the ability to list Pubco securities on the NYSE;

•

limited liquidity and trading of Pubco’s securities;

•

geopolitical risk and changes in applicable laws or regulations;

•

the possibility that IWAC, Refreshing or Pubco may be adversely affected by other economic, business, and/or competitive factors;

•

the possibility that the COVID-19 pandemic, or another major disease or epidemic, disrupts Refreshing’s business;

•

the risk that, following the consummation of the Business Combination, Refreshing fails to cost-effectively attract and retain new customers, fails to attract, retain, motivate or integrate its personnel, fail to maintain and continue developing its reputation, or fails to maintain its company culture, in each case negatively affecting its business;

•

the possibility that Refreshing may require additional capital to support the growth of its business, which may not be available following the consummation of the Business Combination;

•

litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Refreshing’s resources;

•

the possibility that expansion of Refreshing’s customer offerings or certain operations (including expansion into additional U.S. and foreign jurisdictions) may subject it to additional legal and regulatory requirements, including tort liability;

•

risks that the consummation of the Business Combination is substantially delayed or does not occur, impacting the ability of Refreshing to operate or implement its business plan;

•

the ability of Refreshing to respond to general economic conditions;

•

expansion and other plans and opportunities;

•

the ability of Refreshing to manage its growth effectively;

•

the ability of Refreshing to develop and protect its brand; and

•

the ability of Refreshing to compete with competitors in existing and new markets and offerings.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of IWAC or Refreshing prove incorrect, actual results may vary in material respects from those projected in or contemplated by these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to IWAC or Refreshing or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, neither IWAC nor Refreshing undertakes any obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including the Business Combination Proposal. The following questions and answers do not include all the information that is important to IWAC’s shareholders. IWAC’s shareholders are urged to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Why am I receiving this proxy statement/prospectus?

You are receiving this proxy statement/prospectus in connection with the extraordinary general meeting of IWAC. IWAC is holding the Extraordinary General Meeting to consider and vote upon the proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

(1)

(2)

Proposal 2 — The Domestication Proposal — To consider and vote upon a proposal by special resolution to (a) change the domicile of IWAC pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation (the “Domestication”); (b) adopt upon the Domestication taking effect, the Interim Charter, in the form appended to the accompanying proxy statement/prospectus as Annex B, in place of IWAC’s Current Articles and which will remove or amend those provisions of IWAC’s Current Articles that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) file a Certificate of Corporate Domestication and the Interim Charter with the Secretary of State of Delaware, under which IWAC will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware. At the time of the Domestication, simultaneously with the adoption of the Interim Charter, the IWAC Board intends to adopt the IWAC Bylaws in the form appended as Annex C to this proxy statement/prospectus. The Domestication Proposal is conditioned upon the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the Domestication Proposal will have no effect, even if approved by IWAC shareholders. The Domestication Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 2: The Domestication Proposal.”

(3)

TABLE OF CONTENTS

Representative”) and the transactions contemplated thereby, pursuant to which IWAC and Refreshing will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company.

The Business Combination Proposal is conditioned upon the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the Business Combination Proposal will have no effect, even if approved by IWAC shareholders. The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 3: The Business Combination Proposal.”

A copy of the Merger Agreement is appended to this proxy statement/prospectus as Annex A. The Business Combination Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 3: The Business Combination Proposal.”

(4)

Proposal 4 — The Charter Proposal — To consider and vote on a proposal by special resolution to approve, in connection with the Business Combination, the adoption of Pubco’s amended and restated certificate of incorporation (the “Proposed Charter”), in the form appended to this proxy statement/prospectus as Annex D, to be effective upon the consummation of the Business Combination and after consummation of the Domestication. The Charter Proposal is conditioned on the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the Charter Proposal will have no effect, even if approved by IWAC shareholders. The Charter Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 4: The Charter Proposal.”

(5) – (9)

Proposals 5-9 — The Organizational Documents Proposals — To consider and vote upon six separate non-binding advisory proposals to approve, by ordinary resolutions, assuming the Business Combination Proposal is approved and adopted, material differences between the Current Articles in effect immediately prior to the Domestication, and the Proposed Charter of Pubco upon completion of the Business Combination, specifically:

Proposal 5

Proposal 6

Proposal 7

To approve provisions to be included in the Proposed Charter to change Pubco’s corporate name to “Refreshing USA, Inc.”

Proposal 8

Proposal 9

To approve provisions to be included in the Proposed Charter amending the total number of authorized shares of all classes of stock to 110,000,000 shares, each with a par value of

TABLE OF CONTENTS

$0.0001 per share, consisting of (i) 100,000,000 shares of Common Stock and (ii) 10,000,000 shares of preferred stock.

The Organizational Documents Proposals are described in more detail in this proxy statement/prospectus under the heading “Proposals 5-9: The Organizational Documents Proposals.”

(10)

The NYSE Proposal is conditioned on the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the NYSE Proposal will have no effect, even if approved by IWAC shareholders.

The NYSE Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 10: The NYSE Proposal.”

(11)

The Director Election Proposal is conditioned on the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the Director Election Proposal will have no effect, even if approved by IWAC shareholders.

The Director Election Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 11: The Director Election Proposal.”

(12)

Proposal 12 — The Adjournment Proposal — To consider and vote upon a proposal by ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or desirable, at the determination of the IWAC Board. The Adjournment Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 12: The Adjournment Proposal.”

The Required Proposals are interdependent on each other. The NTA Proposal and the Organizational Documents Proposals are conditional upon the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. If IWAC’s shareholders do not approve each of the Required Proposals at the Extraordinary General Meeting, the Business Combination may not be consummated.

Each of the proposals, other than the NTA Proposal, the Domestication Proposal and the Charter Proposal, must be approved by ordinary resolution under Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the members entitled to vote thereon.

What interests do IWAC’s Insiders and advisors have in the Business Combination?

In considering the recommendation of the IWAC Board to vote in favor of the Business Combination, Public Shareholders should be aware that IWAC’s Insiders have interests in the Business Combination

TABLE OF CONTENTS

that are different from, or in addition to, those of IWAC’s other shareholders generally. IWAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to IWAC’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•

the fact that the Sponsor purchased 2,875,000 Founder Shares from IWAC for an aggregate price of $25,000, which will have a significantly higher value at the time of the Business Combination, if it is consummated, and, based on the closing trading price of the Class A Ordinary Shares on April 20, 2023, which was $10.57, would have an aggregate value of approximately $30.39 million as of the same date. If IWAC does not consummate the Business Combination or another initial business combination by June 13, 2023 (unless such date is further extended by the Sponsor, as set forth in the IPO Prospectus), and IWAC is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the effective purchase price of $0.009 per share that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the stock price of Pubco after the Closing falls below the price initially paid for the IWAC Units in the IPO and the IWAC Public Shareholders experience a negative rate of return following the Closing of the Business Combination;

•

the fact that the 6,850,000 Private Warrants purchased by certain of the Insiders for $1.00 per Private Warrant, which warrants will be worthless if a business combination is not consummated (although the Private Warrants have certain rights that differ from the rights of holders of the Public Warrants, the aggregate value of the 6,850,000 Private Warrants held by the Insiders is estimated to be approximately $5,754,000, assuming the per warrant value of the Private Warrants is the same as the $0.84 closing price of the Public Warrants on the NYSE on April 20, 2023);

•

the fact that IWAC’s Insiders have waived their right to redeem their Founder Shares and any other Ordinary Shares held by them, or to receive distributions from the Trust Account with respect to the Founder Shares upon IWAC’s liquidation if IWAC is unable to consummate its initial business combination;

•

the fact that the Sponsor, an affiliate of the Sponsor, or certain of IWAC’s officers and directors or their affiliates may, but are not obligated to, loan IWAC funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant, of the post Business Combination entity. If IWAC completes a business combination, IWAC will repay the Working Capital Loans out of the proceeds of the Trust Account released to the post-closing company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, IWAC may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022, no Working Capital Loans were outstanding;

•

the fact that the Sponsor has deposited an aggregate of $1.15 million (representing $0.10 per Public Share) into the Trust Account, and in connection therewith, on March 13, 2023, IWAC issued a promissory note in the principal amount of $1.15 million to the Sponsor. The deposit enables IWAC to extend the date by which IWAC has to complete its initial business combination from March 13, 2023 to June 13, 2023 (the “Extension”). The note bears no interest and is due and payable upon the earlier to occur of (i) the date on which IWAC’s initial business combination is consummated and (ii) the liquidation of IWAC on or before June 13, 2023 or such later date as may be approved by IWAC’s shareholders. The Extension is the first of two three-month automatic extensions permitted under IWAC’s governing documents and provides IWAC with additional time to complete its initial business combination with Refreshing;

•

TABLE OF CONTENTS

December 31, 2022 and for the period from July 7, 2021 (inception) through December 31, 2021, the Sponsor has waived any payments under this agreement;

•

the fact that unless IWAC consummates an initial business combination, its directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them in connection with the Business Combination (to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account). As of March 31, 2023, approximately $22,000 of such expenses were incurred;

•

the anticipated election of Gael Forterre and Antonio Varano as directors of Pubco and the appointment of James MacPherson as Pubco’s Chief Financial Officer after the consummation of the Business Combination. As such, in the future, such individuals will receive any cash fees, stock options or stock awards that the Pubco Board determines to pay to such individuals in their capacity as an officer or director of Pubco;

•

the fact that the Sponsor and IWAC’s officers and directors may benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate;

•

the fact that the Sponsor can earn a positive rate of return on their investment, even if other IWAC stockholders experience a negative rate of return in the post-business combination company; and

•

the continued indemnification of IWAC’s directors and officers and the continuation of IWAC’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”).

In addition to the interests of the IWAC Insiders in the Business Combination, IWAC shareholders should be aware that the IPO Underwriters and other IWAC financial advisors may have financial interests that are different from, or in addition to, the interests of IWAC shareholders, including the fact that:

•

pursuant to the Underwriting Agreement and the BTIG Letter Agreement, upon consummation of the Business Combination, deferred underwriting fees equal to $4,025,000 less $1,006,250 together with a $500,000 capital advisory fee will be payable to BTIG. The BTIG Transaction Fee will be payable as follows:

•

if the funds in the Trust Account as of Closing are less than or equal to $15 million, IWAC may elect to pay up to 100% of the fee in shares;

•

if the funds in the Trust Account as of Closing are greater than $15 million but less than or equal to $20 million, IWAC may elect to pay up to 75% of the fee in shares;

•

if the funds in the Trust Account as of Closing are greater than $20 million but less than or equal to $25 million, IWAC may elect to pay up to 50% of the fee in shares; and

•

if the funds in the Trust Account as of Closing are greater than $25 million but less than or equal to $30 million, IWAC may elect to pay up to 25% of the fee in shares.

•

pursuant to the AGP Letter Agreement, upon consummation of the Business Combination, a transaction Fee equal to $4,800,000 will be payable to AGP. The AGP Transaction Fee will be payable as follows:

•

if the funds in the Trust Account as of Closing are less than or equal to $5 million: (i) 50% of the fee shall be payable by delivery of a note in the principal amount of $2,341,463.41 (with a 12 month term and an interest rate of 5.0%); and (ii) 50% of the fee shall be payable by the issuance of shares (as defined below) valued at $2.4 million;

•

if the funds in the Trust Account as of Closing are greater than $5 million but less than or equal to $10 million: (i) 25% of the fee ($1.2 million) shall be payable in cash; (ii) 25% of the fee shall be payable by delivery of a note in the principal amount of $1,170,731.71 (with a 12 month term and an interest rate of 5.0%); and (iii) 50% of the fee shall be payable by the issuance of shares valued at $2.4 million;

•

if the funds in the Trust Account as of Closing are greater than $10 million but less than or equal to $15 million: (i) 50% of the fee ($2.4 million) shall be payable in cash; and (ii) 50% of the fee shall be payable by the issuance of shares valued at $2.4 million; and

TABLE OF CONTENTS

•

if the funds in the Trust Account as of Closing are greater than $15 million: (i) 75% the Transaction Fee ($3.6 million) shall be payable in cash; and (ii) 25% of the fee shall be payable by the issuance of shares valued at $1.2 million.

The members of the IWAC Board were aware of and considered these interests, among other matters, when they approved the Business Combination Agreement and recommended that IWAC stockholders approve the proposals required to effect the Business Combination. The IWAC Board determined that the overall benefits expected to be received by IWAC and its stockholders in the Business Combination outweighed any potential risk created by the conflicts stemming from these interests. In addition, the IWAC Board determined that (i) most of these disparate interests would exist with respect to a business combination by IWAC with any other target business or businesses and (ii) these interests could be adequately disclosed to stockholders in this proxy statement/prospectus, and that stockholders could take them into consideration when deciding whether to vote in favor of the proposals set forth herein.

Please also see the sections “Certain Other Benefits in the Business Combination,” “Certain Relationships and Related Person Transactions” and “Beneficial Ownership of Securities” for more information on the interests and relationships of IWAC’s Insiders, advisors and the Refreshing’s directors and officers in the Business Combination.

Are there any conditions that raise substantial doubt about IWAC’s ability to continue as a going concern?

As of December 31, 2022, IWAC had $436,972 in cash and working capital of $507,579. IWAC has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. IWAC may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. IWAC’s officers, directors and Sponsor may, but are not obligated to, loan IWAC funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet IWAC’s working capital needs. Accordingly, IWAC may not be able to obtain additional financing. If IWAC is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. IWAC cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about IWAC’s ability to continue as a going concern.

Does IWAC currently have any plans to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties?

Our Sponsor may also enter into one or more non-redemption agreements with certain shareholders which would provide for the allocation of Class B ordinary shares of IWAC in exchange for the shareholder agreeing to hold and not redeem certain public shares (“Non-Redemption Agreements”). We have begun conversation with certain shareholders regarding such Non-Redemption Agreements, but have not executed any such agreements at this time.

We are planning to raise additional capital through a PIPE financing, but have not yet commenced negotiations regarding such financing. Any such financing will have a dilutive impact on Public Shareholders’ equity stake and voting power.

Why is IWAC proposing the NTA Proposal?

The adoption of the proposed amendments to remove the net asset test limitation from the Current Articles is being proposed in order to facilitate the consummation of the Business Combination, by permitting redemptions by public shareholders even if such redemptions result in IWAC having net tangible assets that are less than $5,000,001. The purpose of the net asset test limitation was initially to ensure that the Ordinary Shares are not deemed to be “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the Ordinary Shares and the Pubco Common Stock would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, including the fact that the securities are or will be listed on a national securities exchange, IWAC is presenting the NTA Proposal so that the parties may consummate the Business Combination even if IWAC has $5,000,000 or less in net tangible assets at the Closing.

TABLE OF CONTENTS

Why is IWAC proposing the Domestication?

The IWAC Board believes that it would be in the best interests of IWAC to effect the Domestication to enable IWAC to avoid certain taxes that would be imposed if it were to conduct an operating business in the United States as a foreign corporation following the Business Combination. In addition, the IWAC Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by its officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures IWAC is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to IWAC’s corporate legal affairs following the Business Combination.

The Domestication will not occur unless the IWAC shareholders have approved the Domestication Proposal and the Business Combination Proposal and the Merger Agreement is in full force and effect prior to the Domestication.

What is involved with the Domestication?

The Domestication will require IWAC to file certain documents in the Cayman Islands and the State of Delaware. At the effective time of the Domestication, IWAC will cease to be an exempted company incorporated under the laws of the Cayman Islands and will continue as a Delaware corporation. The Current Articles will be replaced by the Interim Charter and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.

How will the Domestication affect my IWAC securities?

Pursuant to the Domestication and without further action on the part of IWAC’s shareholders: (i) each outstanding Ordinary Share of IWAC will convert to one outstanding share of IWAC common stock and (ii) each outstanding Warrant will convert to a warrant to purchase the applicable number of shares of IWAC common stock.

What changes are being made to IWAC’s Current Articles in connection with the Domestication?

In connection with the Domestication, IWAC will be filing the Interim Charter with the Secretary of State of the State of Delaware prior to the Closing, which amends and removes the provisions of the Current Articles that terminate or otherwise become inapplicable because of the Domestication and otherwise provides IWAC’s shareholders with the same or substantially the same rights as they have under the Current Articles. In addition, the Interim Charter does not include limitations on redemptions in connection with an initial business combination due to any net tangible asset threshold, in a similar manner to the amendments set forth in the NTA Proposal.

What are the material U.S. federal income tax consequences of the Domestication to U.S. Holders of Ordinary Shares?

For a description of the material U.S. federal income tax consequences of the Domestication, see the description in the section entitled “Proposal 3: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication and the Business Combination to IWAC Shareholders.”

Why is IWAC proposing the Business Combination?

IWAC was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Since IWAC’s incorporation,

TABLE OF CONTENTS

the IWAC Board has sought to identify suitable candidates in order to effect such a transaction. In its review of Refreshing, the IWAC Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the IWAC Board has determined that the Business Combination presents a highly attractive business combination opportunity and is in the best interests of IWAC shareholders. The IWAC Board believes that, based on its review and consideration, the Business Combination with Refreshing presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Shareholder approval of the Business Combination is required by the Merger Agreement, the Current Articles and the Cayman Islands Companies Act.

What will happen in the Business Combination?

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Effective Time, IWAC will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation (the “Domestication”), (ii) following the Domestication, Purchaser Merger Sub will merge with and into IWAC, with IWAC continuing as the surviving entity (the “Purchaser Merger”), in connection with which all of the existing securities of IWAC will be exchanged for rights to receive securities of Pubco as follows: (a) each share of IWAC Common Stock outstanding immediately prior to the Effective Time shall automatically convert into one share of Pubco Common Stock and (b) each warrant to purchase shares of IWAC shall automatically convert into one Pubco Warrant on substantially the same terms and conditions; (iii) prior to the Effective Time, the holders of all outstanding instruments convertible into equity of Refreshing will convert such instruments into common membership interests of Refreshing (the “Company Exchanges”); (iv) following the Company Exchanges, Company Merger Sub will merge with and into Refreshing, with Refreshing continuing as the surviving entity (the “Company Merger”, and together with the Purchaser Merger, the “Mergers”), pursuant to which all Refreshing Units issued and outstanding immediately prior to the Effective Time (after giving effect to the Company Exchanges) will be converted into the right to receive the Merger Consideration (as defined below).

What consideration will the Sellers receive in return for the acquisition of Refreshing by IWAC?

The merger consideration that the Sellers will receive consists of three components: (i) shares of Pubco Common Stock deliverable at Closing, (ii) adjusted EBITDA earnout consideration where shares of Pubco Common Stock will be issuable upon achievement of the 2023 Target and the 2024 Target and (iii) the VWAP earnout consideration.

The aggregate merger consideration to be paid pursuant to the Merger Agreement to the Sellers will be an amount equal to $160,000,000, subject to adjustments for Refreshing’s closing net debt and accrued but unpaid expenses related to the transactions contemplated by the Merger Agreement, and will be paid in the form of shares of Pubco Common Stock. The Merger Consideration to be payable to the Sellers will be allocated among the Sellers pro rata based on the number of common membership interests of Refreshing owned by such Refreshing Holder.

In addition to the shares of Pubco Common Stock deliverable at the closing of the Business Combination (the “Closing”), after the Closing, the Sellers will have the contingent right to receive an additional 4,000,000 shares of Pubco Common Stock as earnout consideration (the “Earnout Consideration” and such shares the “Earnout Shares” ), issuable by Pubco to the Sellers (as of the Closing Date) if the following conditions occur: (i) 1,500,000 additional shares of Pubco Common Stock upon the achievement of an adjusted EBITDA target of $20.0 million (the “2023 Target”) during the 2023 calendar year, (ii) 1,500,000 additional shares of Pubco Common Stock upon the achievement of an adjusted EBITDA target of $30.0 million (the “2024 Target”) during the 2024 calendar year and (iii) 1,000,000 additional shares of Pubco Common Stock in the event that the VWAP of the Pubco Common Stock equals or exceeds $50.00 per share for any twenty (20) out of any thirty (30) consecutive trading days during the five-year period after the Closing (the “VWAP Target”).

The total aggregate value of the possible merger consideration to be paid to the Refreshing stockholders is dependent on Pubco’s share price after the Closing.

TABLE OF CONTENTS

Assuming a price per share of Pubco Common Stock of $10.00, the amount payable to the Sellers at the Closing will be approximately $160,000,000, (assuming no adjustments for working capital, debt (net of cash) and transaction expenses) and the maximum value of the Earnout Shares will be $40,000,000.

If the Adjusted EBITDA earnout targets are achieved, Refreshing stockholders would receive up to 3.0 million additional shares, regardless of the stock price at the time of issuance.

Examples

If the stock price was $100.00 per share, the consideration received from that earnout would be approximately $300.0 million (subject to dilution).

ii.

If the stock price was $1.00 per share, the consideration received from that earnout would be approximately $3.0 million (subject to dilution).

If the share price earnout target of $50.00 is met, the Refreshing stockholders will receive an additional 1.0 million shares, or approximately $50 million (subject to dilution).

IWAC management utilized a Monte Carlo simulation analysis to determine the fair market value of the earnouts. In a Monte Carlo simulation, a computer is used to generate random price movements, which are constrained by the expected volatility of the underlying security. IWAC management estimated a revenue volatility of 15.0% and an equity volatility of 50.0%. For the Adjusted EBITDA target earnout, IWAC assumed base case Adjusted EBITDA to equal their targets of $20 million in 2023 and $30 million in 2024. Revenues were simulated and Adjusted EBITDA was determined based on a gross profit margin of 55.3% in both 2023 and 2024, fixed operating expenses of $12.0 million and $17.0 million in 2023 and 2024, respectively, as well as variable operating expenses of 23.0% and 22.6% in 2023 and 2024, respectively. The share price was simulated in both earnout models using the equity volatility of 50.0%. We considered dilution into the valuation of the earnouts based on the number of additional shares to be received by Refreshing shareholders and the expected capitalization table upon Closing.

Did the IWAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

Yes. The IWAC Board obtained a fairness opinion from ValueScope, Inc., dated January 26, 2023, which provided that, as of that date and based on and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be paid by IWAC in the Business Combination was fair, from a financial point of view, to IWAC. See the section entitled “Proposal No. 3: The Business Combination Proposal — Opinion of ValueScope, the IWAC Board Financial Advisor” of this proxy statement/prospectus for additional information.

What equity stake will current Public Shareholders, the Insiders and the Sellers hold in Pubco immediately after the completion of the Business Combination?

IWAC shareholders that elect not to redeem their Public Shares will experience significant dilution as a result of the Business Combination. IWAC Public Shareholders currently own approximately 80% of IWAC. As noted above, if no IWAC shareholders redeem their Public Shares in connection with the Business Combination and no Public Warrants or Private Placement Warrants are exercised, IWAC Public Shareholders will own approximately 37.7% of Pubco’s total shares outstanding. Following the Business Combination, an aggregate of up to 5,750,000 Public Warrants and 6,850,000 Private Placement Warrants will be outstanding. IWAC shareholders who redeem their Ordinary Shares may continue to hold any Public Warrants that they owned prior to redemption, the exercise of which would result in additional dilution to non-redeeming IWAC shareholders.

If any of the Public Shareholders exercise their redemption rights, the percentage of shares of Pubco Common Stock held by the Public Shareholders will decrease and the percentages of outstanding Pubco Common Stock held by the Sponsor and by the Sellers will increase, in each case relative to the percentage held if none of the Public Shares are redeemed.

If any of the Public Shareholders redeem their Public Shares at Closing in accordance with the Current Articles but continue to hold Public Warrants after the Closing, the aggregate value of the Public

TABLE OF CONTENTS

Warrants that may be retained by them, based on the closing trading price per Public Warrant as of [RECORD DATE], 2023, would be $[•] regardless of the amount of redemptions by the Public Shareholders. Upon the issuance of shares of Pubco Common Stock in connection with the Business Combination, the percentage ownership of Pubco by Public Shareholders who do not redeem their Public Shares will be diluted. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Shareholders and the Earnout Shares. The percentage of the total number of outstanding Pubco Common Stock that will be owned by Public Shareholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination.

The following table illustrates varying beneficial ownership levels in the Combined Company, as well as possible sources and extents of dilution for non-redeeming Public Shareholders, assuming no redemptions by Public Shareholders, 25% redemption by Public Shareholders, 50% redemption by Public Shareholders, 75% redemption by Public Shareholders and the maximum redemptions by Public Shareholders. The “maximum redemption scenario” assumes that 11,500,000 Public Shares are redeemed for aggregate redemption payments of approximately $119.0 million (assuming a redemption price of approximately $10.35 per Public Share, based on funds in the Trust Account and working capital available to IWAC outside of the Trust Account as of December 31, 2022), which represents the maximum number of Public Shares that could be redeemed in connection with the Closing, assuming the NTA Proposal is approved. As the Sponsor, which holds all of IWAC’s Class B Ordinary Shares, waived its redemption rights, only redemptions by Public Shareholders are reflected in this presentation. No consideration was provided in exchange for the Sponsor’s waiver of its redemption rights. This scenario includes all adjustments contained in the “no redemption” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

The following table does not reflect the impact of any other equity issuances on the beneficial ownership levels of the Combined Company, such as:

•

the issuance of the Earnout Shares, as such issuance will not occur, if at all, until after the Closing;

•

any grant of shares under equity incentive plans of the Combined Company, as there are no agreements obligating the Combined Company to make such grants at this time; or

•

convertible notes or any other dilutive financing sources, as the Combined Company has no commitments for such financings at this time.

	No Redemption				25% Redemption				50% Redemption				75% Redemption				100% Redemption
	Shares		Percentage		Shares		Percentage		Shares		Percentage		Shares		Percentage		Shares		Percentage
IPO / Public Investors		11,500,000		37.7%		8,625,000		31.2%		5,750,000		23.2%		2,875,000		13.1%		—		0.0%
Sponsor		2,875,000		9.4%		2,875,000		10.4%		2,875,000		11.6%		2,875,000		13.1%		2,875,000		14.8%
Former Refreshing Shareholders		16,000,000		52.5%		16,000,000		57.9%		16,000,000		64.7%		16,000,000		72.9%		16,000,000		82.2%
Stock Issued in Connection with Purchase		120,000		0.4%		120,000		0.4%		120,000		0.5%		207,969		0.9%		591,875		3.0%
Total		30,495,000		100%		27,620,000		100%		24,745,000		100%		21,957,969		100%		19,466,875		100%
IPO / Public Warrants		5,750,000		18.9%		5,750,000		20.8%		5,750,000		23.2%		5,750,000		26.2%		5,750,000		29.5%
Sponsor Private Warrants		6,850,000		22.5%		6,850,000		24.8%		6,850,000		27.7%		6,850,000		31.2%		6,850,000		35.2%

The following table illustrates the effective underwriter cash fee on a percentage basis for Public Shares at each redemption level identified below.

TABLE OF CONTENTS

% of redemption	No Redemption			25% Redemption			50% Redemption			75% Redemption			Maximum Redemption
Shares redeemed			0			2,875,000			5,750,000			8,625,000			11,500,000
Amounts remaining in Trust(1)		$	118,992		$	89,244		$	59,496		$	29,748		$	—
BTIG Deferred Underwriting Fee – cash		$	3,019		$	3,019		$	3,019		$	2,264		$	—
BTIG Capital Markets Advisory Fee – cash		$	500		$	500		$	500		$	375		$	—
AGP Fee – cash		$	3,600		$	3,600		$	3,600		$	3,600		$	—
Total Fees Cash		$	7,119		$	7,119		$	7,119		$	6,239		$	—
Effective Aggregate Fee (%)			6.0%			8.0%			12.0%			21.0%			n/a
AGP Fee – Deferred note payable															2,400
BTIG Underwriting Fee – Share (# of shares)												75,469			301,875
BTIG Capital Markets Advisory Fee – (# of shares)												12,500			50,000
AGP Underwriting Fee – Share (# of shares)			120,000			120,000			120,000			120,000			240,000

(1)

Based on the amount remaining in the Trust Account as of December 31, 2022.

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

After completion of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights and, after paying the Redemptions, a portion will be used to pay transaction expenses incurred in connection with the Business Combination and for working capital and general corporate purposes of Refreshing, IWAC and their respective subsidiaries. Such funds may also be used to reduce the indebtedness and certain other liabilities of Refreshing, IWAC and their respective subsidiaries. As of [RECORD DATE], 2023, there were investments and cash held in the Trust Account of approximately $[•] million. These funds will not be released until the earlier of the completion of the Business Combination or the Redemption of the Public Shares if IWAC is unable to complete a Business Combination by June 13, 2023 (unless such date is extended by the Sponsor, as set forth in the IPO Prospectus) (except that interest earned on the amounts held in the Trust Account may be released earlier as necessary to pay for any taxes and up to $100,000 for dissolution expenses).

Do I have redemption rights?

If you are a holder of Public Shares, you have the right to demand that IWAC redeem such shares for a pro rata portion of the cash held in the Trust Account including interest earned on the funds held in the Trust Account (net of taxes payable), calculated as of two business days prior to the consummation of the Business Combination. We sometimes refer to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be converted.

Nonetheless, unless the NTA Proposal is approved, the consummation of the Business Combination is conditioned upon, among other things, the net tangible assets condition required in the Current Articles of having net tangible assets of no less than $5,000,001 immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by holders of Public Shares.

TABLE OF CONTENTS

What happens if a substantial number of IWAC’s Public Shareholders vote in favor of the Business Combination proposal and exercise their redemption rights?

IWAC’s Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights. Nonetheless, unless the NTA Proposal is approved, the consummation of the Business Combination is conditioned upon, among other things, the net tangible assets condition required in the Current Articles of having net tangible assets of no less than $5,000,001 immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by holders of Public Shares. Assuming the NTA Proposal is approved, the Business Combination may be completed even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemptions by Public Shareholders.

If the Business Combination is completed notwithstanding Redemptions, Pubco will have fewer shares of Pubco Common Stock and public stockholders, the trading market for Pubco’s securities may be less liquid and Pubco may not be able to meet the minimum listing standards for the NYSE, which is a condition to Closing. Furthermore, the funds available from the Trust Account for working capital purposes of Pubco after the Business Combination may not be sufficient for its future operations and may not allow Pubco to reduce Pubco’s indebtedness and/or pursue its strategy for growth.

What conditions must be satisfied to complete the Business Combination?

In addition to the approval of the Required Proposals, there are a number of closing conditions in the Merger Agreement. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “Proposal 3: The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination.”

What happens if the Business Combination is not consummated?

If IWAC is not able to complete the Business Combination or another initial business combination by June 13, 2023 (unless such date is extended by the Sponsor, as set forth in the IPO Prospectus), IWAC will cease all operations except for the purpose of winding up and redeeming its Public Shares and liquidating the Trust Account, in which case IWAC’s Public Shareholders may only receive the amount in the Trust Account as of the applicable Redemption Date (less any interest earned on the amounts held in the Trust Account released earlier to pay for any taxes and up to $100,000 for dissolution expenses), which would be only approximately $[•] per share, based on the amount held in the Trust Account as of [RECORD DATE], 2023, and IWAC’s Warrants will expire and have no value.

When do you expect the Business Combination to be completed?

It is currently anticipated that the Business Combination will be consummated as soon as practicable following the Extraordinary General Meeting, which is set for [•], 2023; however, (i) such meeting could be adjourned if the Adjournment Proposal is adopted by IWAC’s shareholders at the Extraordinary General Meeting and the IWAC Shareholders elect to adjourn the Extraordinary General Meeting to a later date or dates at the determination of the IWAC Board, and (ii) the Closing will not occur until all conditions set forth in the Merger Agreement are satisfied or waived. For a description of the conditions for the completion of the Business Combination, see “Proposal 3: The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination.”

What proposals are shareholders being asked to vote upon?

• Proposal 1: The NTA Proposal

•

Proposal 2: The Domestication Proposal

•

Proposal 3: The Business Combination Proposal

•

Proposal 4: The Charter Proposal

•

Proposals 5-9: The Organizational Documents Proposals

•

Proposal 10: The NYSE Proposal

TABLE OF CONTENTS

•

Proposal 11: The Director Election Proposal

•

Proposal 12: The Adjournment Proposal

If IWAC’s Public Shareholders do not approve each of the Required Proposals, then the Business Combination may not be consummated.

As required by applicable SEC guidance to give shareholders the opportunity to present their views on important corporate governance provisions, IWAC is requesting that its shareholders vote, on a non-binding advisory basis, upon the Organizational Documents Proposals to approve certain governance provisions contained in the Proposed Charter that materially affect shareholder rights, and will be adopted when the Proposed Charter is adopted by Pubco. See “Proposals 5-9: The Organizational Documents Proposals.” These separate votes are not otherwise required by Cayman Islands of Delaware law, but pursuant to SEC guidance, IWAC is required to submit these provisions to its shareholders separately for approval. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on IWAC or the IWAC Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Organizational Documents Proposals.

After careful consideration, the IWAC Board has approved the Merger Agreement and the Transactions and determined that the NTA Proposal, Domestication Proposal, the Business Combination Proposal, the Charter Proposal, each of the Organizational Documents Proposals, the NYSE Proposal, the Director Election Proposal and the Adjournment Proposal each is in the best interests of IWAC and recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

What material negative factors did the IWAC Board consider in connection with the Business Combination?

Among the material negative factors that the IWAC Board considered in its evaluation of the Business Combination were the risk that the Business Combination may not be fully achieved or may not be consummated; the risk of Refreshing not achieving its financial projections and the risks that Refreshing may not be able to grow its business by investing or acquiring other businesses. These factors are discussed in greater detail in the section entitled “Proposal 3: The Business Combination Proposal — IWAC Board’s Reasons for the Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risks Related to Domestication and the Business Combination.”

How do the Public Warrants differ from the Private Warrants and what are the related risks to any holders of Public Warrants following the Business Combination?

The Private Warrants are identical to the Public Warrants in all material respects, except that the Private Warrants will not be redeemable by Pubco and will be exercisable on a cashless basis.

Following the Business Combination, Pubco may redeem the Public Warrants, prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of such warrants. Pubco will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Class A Ordinary Shares equals or exceeds $18.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which a notice of redemption is sent to the warrantholders. Pubco will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares issuable upon exercise of such warrants is effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public Warrants become redeemable by Pubco, if Pubco has elected to require the exercise of Public Warrants on a cashless basis, Pubco may redeem the warrants as described above even if it is unable to register or qualify the shares underlying the Public Warrants for sale under all applicable state securities laws. Redemption of the outstanding Public Warrants could force you

TABLE OF CONTENTS

(i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.

In the event Pubco determines to redeem the Public Warrants, holders of redeemable Warrants would be notified of such redemption as described in the Warrant Agreement. Specifically, in the event that the Company elects to redeem all of the redeemable warrants as described above, Pubco will fix a date for the redemption (“Warrant Redemption Date”). Notice of redemption will be mailed by first class mail, postage prepaid, by Pubco not less than 30 days prior to the Warrant Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via Pubco’s posting of the redemption notice to DTC. The closing price for the Class A Ordinary Shares as of [RECORD DATE], 2023 was $[•] and has never exceeded the $18.00 threshold that would trigger the right to redeem the Public Warrants following the Closing.

How do I exercise my redemption rights?

Pursuant to the Current Articles, a Public Shareholder may request that IWAC redeem all or a portion of its Public Shares if the Business Combination is consummated, subject to certain limitations, for cash equal to the pro rata portion of the funds available in the Trust Account including interest earned on the funds held in the Trust Account (net of taxes payable). Nonetheless, unless the NTA Proposal is approved, the consummation of the Business Combination is conditioned upon, among other things, the net tangible assets condition required in the Current Articles of having net tangible assets of no less than $5,000,001 immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by holders of Public Shares. As of [RECORD DATE], 2023, based on funds in the Trust Account of approximately $[•] million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of the Class A Ordinary Shares was approximately $[•] per share.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)

(b)

prior to 5:00 p.m., Eastern Time, on [•], 2023 (two business days prior to the vote at the Extraordinary General Meeting), (i) submit a written request to Continental, IWAC’s transfer agent, that IWAC redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company.

Holders of IWAC Units must elect to separate the underlying Public Shares and Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their IWAC Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the IWAC Units into the underlying Public Shares and Warrants or if a holder holds IWAC Units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with IWAC’s consent, until the consummation of the Business Combination, or such other date as determined by the IWAC Board. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your

TABLE OF CONTENTS

redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section.

Any corrected or changed written demand of redemption rights must be received by IWAC’s Chief Executive Officer two business days prior to the vote taken on the Business Combination at the Extraordinary General Meeting. No demand for Redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the vote at the Extraordinary General Meeting.

Public Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates and other redemption forms should allow sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is IWAC’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, IWAC does not have any control over this process and it may take longer than two weeks. Public Shareholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

If a Public Shareholder properly demands redemption as described above, then, if the Business Combination is completed, IWAC will redeem the shares subject to the redemptions for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your redemption rights, then you will be exchanging your IWAC shares for cash and will no longer own these shares following the Business Combination.

If you are a Public Shareholder and you exercise your redemption rights, it will not result in either the exercise or loss of any Warrants. Your Warrants will continue to be outstanding following a Redemption of your Public Shares and will become exercisable in connection with the completion of the Business Combination. Holders of Private Warrants do not have redemption rights in connection with the Business Combination.

If you intend to seek redemption of your Public Shares, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent prior to the meeting, as described in this proxy statement/prospectus. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Will how I vote on the Business Combination proposal affect my ability to exercise redemption rights?

No. If you have redemption rights, you may exercise your redemption rights irrespective of whether you vote your Ordinary Shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus.

If I am a holder of IWAC Units, can I exercise redemption rights with respect to my IWAC Units?

No. Holders of outstanding IWAC Units must elect to separate the IWAC Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your IWAC Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the IWAC Units into the underlying Public Shares and Public Warrants, or if you hold IWAC Units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. If you fail to cause your Public Shares to be separated and delivered to the

TABLE OF CONTENTS

Transfer Agent by 5:00 p.m., Eastern Time, on [•], 2023, you will not be able to exercise your redemption rights with respect to your Public Shares.

What are the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights?

For a description of the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights, see the description in the section entitled “Proposal 3: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences to Redemption — Tax Consequences to U.S. Holders that Elect to Have Their Ordinary Shares Converted for Cash.”

Do I have appraisal or dissenters’ rights in connection with the proposed Business Combination?

Shareholders of IWAC do not have appraisal or dissenters’ rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

What do I need to do now?

IWAC urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as an IWAC shareholder. IWAC shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

How do I vote?

The Extraordinary General Meeting will be held via live webcast at 10:00 a.m., Eastern Time, on [•], 2023. The Extraordinary General Meeting can be accessed by visiting https://www.cstproxy.com/[•], where you will be able to listen to the meeting live and vote during the meeting.

If you are a holder of record of Ordinary Shares on the Record Date, you may vote at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote, obtain a proxy from your broker, bank or nominee.

Any proxy may be revoked by the person giving it at any time before the polls close at the Extraordinary General Meeting. A proxy may be revoked by filing with IWAC’s Chief Executive Officer at the following address: Integrated Wellness Acquisition Corp, 148 N. Main Street, Florida, NY 10921 either (i) a written notice of revocation bearing a date later than the date of such proxy, (ii) a subsequent proxy relating to the same shares, or (iii) by attending the Extraordinary General Meeting and voting.

Simply attending the Extraordinary General Meeting will not constitute revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent.

As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal.

TABLE OF CONTENTS

This is called a “broker non-vote.” Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the Proposals.

For the proposals in this proxy statement/prospectus, your broker will not have the discretionary authority to vote your shares. Accordingly, your bank, broker, or other nominee can vote your shares at the Extraordinary General Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

When and where will the Extraordinary General Meeting be held?

The Extraordinary General Meeting will be held via live webcast at 10:00 am, Eastern Time, on [•], 2023, unless the Extraordinary General Meeting is adjourned. For the purposes of the Current Articles, the Extraordinary General Meeting may also be attended in person at IWAC’s office at 148 N. Main Street, Florida, New York 10921.

The Extraordinary General Meeting can be accessed by visiting https://www.cstproxy.com/[•], where you will be able to listen to the meeting live and vote during the Extraordinary General Meeting.

How do I register and attend the Extraordinary General Meeting?

As a registered shareholder, you received a proxy card from Continental. The form contains instructions on how to attend the Extraordinary General Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Continental support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

You can pre-register to attend the meeting starting [•], 2023 at 9:00 a.m., Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/[•], enter your control number, name and email address. Once you pre-register, you can vote your shares. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.

Beneficial investors, who own their investments through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the Extraordinary General Meeting, you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the Extraordinary General Meeting for processing your control number.

If you do not have internet capabilities, you can attend the Extraordinary General Meeting via a listen-only format by dialing 1 800-450-7155 (toll-free), or +1 857-999-9155 (standard rates apply) outside of the U.S. and Canada; when prompted enter the pin number [•]. This is listen-only, you will not be able to vote or enter questions during the meeting. For the purposes of the Current Articles, the Extraordinary General Meeting may also be attended in person at IWAC’s office at 148 N. Main Street, Florida, New York 10921.

Who is entitled to vote at the Extraordinary General Meeting?

IWAC has fixed [RECORD DATE], 2023 as the Record Date. If you were a Public Shareholder at the close of business on the Record Date, you are entitled to vote on matters that come before the Extraordinary General Meeting. However, a Public Shareholder may only vote his or her shares if he or she is present in person (which would include presence virtually at the Extraordinary General Meeting) or is represented by proxy at the Extraordinary General Meeting.

How many votes do I have?

Public Shareholders are entitled to one vote at the Extraordinary General Meeting for each Class A Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date, there were 14,375,000 Ordinary Shares outstanding (including 2,875,000 Class B Ordinary Shares).

TABLE OF CONTENTS

What constitutes a quorum?

The holders of a majority of the issued and outstanding Ordinary Shares of IWAC being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy (which would include presence virtually at the Extraordinary General Meeting) shall constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Extraordinary General Meeting in accordance with the terms of the Current Articles.

As of the Record Date for the Extraordinary General Meeting, 7,187,501 Ordinary Shares would be required to achieve a quorum.

What vote is required to approve each proposal at the Extraordinary General Meeting?

The following votes are required for each proposal at the Extraordinary General Meeting:

•

NTA Proposal: The NTA Proposal must be approved by a special resolution under Cayman Islands law, being a resolution passed by at least two-thirds of the votes of such members as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.

•

Domestication Proposal: The Domestication Proposal must be approved by a special resolution under Cayman Islands law, being a resolution passed by at least two-thirds of the votes of such members as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.

•

Business Combination Proposal: The Business Combination Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the members entitled to vote thereon.

•

Charter Proposal: The Charter Proposal must be approved by a special resolution under Cayman Islands law, being a resolution passed by at least two-thirds of the votes of such members as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.

•

Organizational Documents Proposals: The Organizational Documents Proposals, each of which is a non-binding advisory vote, must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the members entitled to vote thereon.

•

NYSE Proposal: The NYSE Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the members entitled to vote thereon.

•

Director Election Proposal: The election of the director nominees pursuant to the Director Election Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the members entitled to vote thereon.

•

Adjournment Proposal: The Adjournment Proposal, if presented, must be approved by ordinary resolution under Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the members entitled to vote thereon.

What are the recommendations of the Board?

The IWAC Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of IWAC and recommends that IWAC’s shareholders vote “FOR” the NTA Proposal, “FOR” the Domestication Proposal, “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the NYSE Proposal, “FOR” the Director Election Proposal, and, if presented at the Extraordinary General Meeting, “FOR” the Adjournment Proposal.

TABLE OF CONTENTS

IWAC does not consummate an initial business combination by June 13, 2023 (unless such date is extended by the Sponsor, as set forth in the IPO Prospectus), IWAC may be forced to liquidate and the 2,875,000 Founder Shares and 6,850,000 Private Warrants owned by IWAC’s Insiders would be worthless. See the sections entitled “Proposal 3: The Business Combination Proposal — Interests of IWAC’s Directors, Officers and Advisors and Others in the Business Combination” and “Beneficial Ownership of Securities” for more information.

How do IWAC’s Insiders intend to vote their shares?

All of IWAC’s Insiders have previously agreed to vote all of their Ordinary Shares in favor of a business combination proposed to them for approval, including the Business Combination. Additionally, Insiders and their affiliates, who collectively own approximately 20% of IWAC’s issued and outstanding Ordinary Shares, have agreed to vote all of their Ordinary Shares in favor of the Business Combination.

May IWAC’s initial shareholders, Refreshing or their respective affiliates purchase Public Shares or Warrants prior to the Extraordinary General Meeting?

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material nonpublic information regarding IWAC or IWAC’s securities, IWAC’s initial shareholders, Refreshing and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Ordinary Shares or vote their shares in favor of the Business Combination Proposal, or to withdraw any request for redemption. In such transactions, the purchase price for the Ordinary Shares will not exceed the Redemption Price. In addition, the persons described above will waive redemption rights, if any, with respect to the Ordinary Shares they acquire in such transactions. However, any Ordinary Shares acquired by the persons described above would not vote on the Business Combination Proposal.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on the Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Extraordinary General Meeting.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, IWAC will file a Current Report on Form 8-K prior to the Extraordinary General Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Ordinary Shares for which IWAC has received redemption requests.

What happens if I sell my Ordinary Shares before the Extraordinary General Meeting?

The Record Date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Ordinary Shares after the applicable record date, but before the Extraordinary General Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Extraordinary General Meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if time permits).

TABLE OF CONTENTS

May I change my vote after I have mailed my signed proxy card?

Yes. Shareholders may send a later-dated, signed proxy card to IWAC’s Chief Executive Officer at the address set forth below so that it is received by IWAC’s Chief Executive Officer not less than 48 hours prior to the vote at the Extraordinary General Meeting (which is scheduled to take place on [•], 2023) or attend the Extraordinary General Meeting in person (which would include presence virtually at the Extraordinary General Meeting) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to IWAC’s Chief Executive Officer, which must be received by the Chief Executive Officer not less than 48 hours prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

What happens if I fail to take any action with respect to the Extraordinary General Meeting?

If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by IWAC’s shareholders and consummated, you will become a stockholder and/or warrant holder of Pubco. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of IWAC. However, if you fail to take any action with respect to the Extraordinary General Meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, provided you follow the instructions in this proxy statement/prospectus for redeeming your shares.

What should I do with my share certificates, warrant certificates and/or unit certificates?

Pursuant to the Current Articles, a Public Shareholder may request that IWAC redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)

(b)

prior to 5:00 p.m., Eastern Time, on [•], 2023 (two business days prior to the vote at the Extraordinary General Meeting):

(i)

submit a written request to the Transfer Agent that the Company redeem your Public Shares for cash; and

(ii)

deliver your share certificates (if any) and other redemption forms to the Transfer Agent, physically or electronically through DTC.

As noted above, holders of IWAC Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Holders may instruct their broker to do so, or if a holder holds IWAC Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Shareholders may elect to redeem all or a portion of such Public Shareholder’s Public Shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, IWAC will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds (net of required tax payments), divided by the number of then-outstanding Public Shares, divided by the number of then outstanding Public Shares.

TABLE OF CONTENTS

email address listed in this proxy statement/prospectus. IWAC will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Extraordinary General Meeting of the Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Warrant holders should not submit certificates, if any, relating to their Warrants. Public shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.

Upon effectiveness of the Business Combination, holders of Ordinary Shares (shares of IWAC Common Stock after the Domestication) and Warrants will receive shares of Pubco Common Stock and warrants to receive Pubco Common Stock without needing to take any action and accordingly such holders should not submit the certificates, if any, relating to their Ordinary Shares or Warrants. IWAC’s securities will not trade following the Business Combination.

What should I do if I receive more than one set of voting materials?

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Ordinary Shares.

Who can help answer my questions?

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

[•]

You also may obtain additional information about IWAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on [•], 2023 (two business days prior to the vote at the Extraordinary General Meeting). If you have questions regarding the certification of your position or delivery of your share certificates (if any) and other redemption forms, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

TABLE OF CONTENTS

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Extraordinary General Meeting, whether or not you plan to attend such meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Merger Agreement, attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section entitled “The Merger Agreement.” This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Parties to the Business Combination

IWAC

IWAC is a blank check company incorporated as a Cayman Islands exempted company on July 7, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

IWAC Units, Class A Ordinary Shares and warrants are currently listed on NYSE under the symbols “WELU,” “WEL,” “WELWS,” respectively. IWAC Units, each consisting of one Class A Ordinary Share and one half of one Warrant (each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share), will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer exist as a separate security. IWAC Units, Class A Ordinary Shares and warrants will not be listed following the Closing.

IWAC’s principal executive offices are located at 148 N. Main Street, Florida, NY 10921 and its phone number is (845) 651-5039.

Refreshing

Refreshing is an US national independent automated / unattended retailer. Obtaining a National Brand and reach to numerous clients across the country, Refreshing has grown to address scale in accounts that span across several states. Refreshing has built a team and company culture which concentrates on customer needs. With an infrastructure of regional accounts, Refreshing maintains relationships and increases geographically without sacrificing relationships.

Refreshing’s principal executive offices are located at 2732 Grand Avenue, Unit 122, Everett WA 98201 and its phone number is (800) 655-VEND.

For more information about Refreshing, see the sections entitled “Information About Refreshing”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Refreshing” and the financial statements of Refreshing included herein.

Pubco

IWAC Holdings Inc. (or Pubco) was formed as a corporation under the laws of the State of Delaware on January 19, 2023. Pubco was formed for the purpose of effectuating the Business Combination described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Merger Agreement. As a result of the Business Combination, IWAC and Refreshing will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company and will change its name to “Refreshing USA, Inc.”

Pubco will apply for listing, to be effective upon the Closing, of the shares of Pubco Common Stock and Pubco Warrants on the NYSE under the proposed symbols “RUSA” and “RUSAWS”, respectively. Pubco will not have units traded following the consummation of the Business Combination.

Pubco’s principal executive offices are located at 148 N. Main Street, Florida, NY 10921 and its phone number is (845) 651-5039.

TABLE OF CONTENTS

Purchaser Merger Sub

IWAC Purchaser Merger Sub Inc. (or Purchaser Merger Sub) was formed as a corporation under the laws of the State of Delaware on January 19, 2023 and is currently a wholly-owned subsidiary of Pubco. Purchaser Merger Sub was formed for the purpose of effectuating the Purchaser Merger described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Merger Agreement. Purchaser Merger Sub will not be the surviving entity in the Purchaser Merger, as contemplated by the Merger Agreement and described herein.

Purchaser Merger Sub’s principal executive offices are located at 148 N. Main Street, Florida, NY 10921 and its phone number is (845) 651-5039.

Company Merger Sub

Refreshing USA Merger Sub LLC (or Company Merger Sub) was formed as a corporation under the laws of the State of Washington on January 26, 2023 and is currently a wholly-owned subsidiary of Pubco. Company Merger Sub was formed for the purpose of effectuating the Company Merger described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Merger Agreement. Company Merger Sub will not be the surviving entity in the Company Merger, as contemplated by the Merger Agreement and described herein.

Company Merger Sub’s principal executive offices are located at 148 N. Main Street, Florida, NY 10921 and its phone number is (845) 651-5039.

Purchaser Representative

IWH Sponsor LP will act in the capacity as the purchaser representative under the Merger Agreement, from and after the Effective Time, representing the interests of holders of IWAC Securities after the Closing (other than Sellers immediately prior to the Effective Time and their respective successors and assigns). The Purchaser Representative will represent the interests of Pubco’s shareholders (other than the Sellers) after the Closing with respect to certain matters under the Merger Agreement, including with respect to the determination of any post-Closing adjustments to the Merger Consideration and indemnification. As noted below in “Interests of IWAC’s Insiders, Officers and Directors in the Business Combination” and elsewhere in this proxy statement/prospectus, IWAC’s Insiders, directors and officers have interests in the Business Combination that are different from, or in addition to, those of IWAC’s other shareholders generally. Although a conflict of interest may have arisen in determining whether Refreshing was appropriate for IWAC’s initial business combination, the Sponsor will have the same interests as the public stockholders of the Combined Company following the Closing, and IWAC does not believe that there are any material risks or conflicts associated with the Sponsor serving as Purchaser Representative.

Seller Representative

Ryan Wear, Refreshing’s co-founder, Chief Executive Officer and managing member, will act in the capacity as the representative from and after the Effective Time for the Sellers and their assignees. The Seller Representative will represent the interests of the Sellers with respect to certain matters under the Merger Agreement, including with respect to the determination of any post-Closing adjustments to the Merger Consideration and indemnification.

Proposals to be Submitted at the Extraordinary General Meeting

Proposal 1: The NTA Proposal

As discussed elsewhere in this proxy statement/prospectus, assuming the Business Combination Proposal is approved, IWAC is asking its shareholders to approve the NTA Proposal, which shall be effective, if adopted and implemented by IWAC, prior to the Domestication and the consummation of the proposed Business Combination, to remove the limitation on share redemptions that would cause IWAC to be unable to consummate the Business Combination if stockholder redemptions would cause IWAC net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

TABLE OF CONTENTS

After consideration of the factors identified and discussed in the section entitled “Proposal 1: The NTA Proposal — Reasons for the NTA Proposal,” the IWAC Board has decided that it would be in the best interests of IWAC to effect adopt the amendments to the Current Articles set forth in the NTA Proposal.

The NTA Proposal is conditioned upon the approval of the Required Proposals. Therefore, if the Business Combination Proposal is not approved, the NTA Proposal will have no effect, even if approved by IWAC’s shareholders. The NTA Proposal is to be submitted for consideration and approval by the IWAC shareholders by special resolution.

For additional information, see the section of this proxy statement/prospectus entitled “Proposal 1: The NTA Proposal.”

Proposal 2: The Domestication Proposal

IWAC and Refreshing and the other parties thereto have agreed to the Business Combination under the terms of the Merger Agreement. If the Business Combination Proposal (described below) is approved and the Merger is to be consummated, prior and as a condition to the Closing, IWAC will (a) be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware (which is referred to herein as the “Domestication”); (b) in connection therewith to adopt, upon the Domestication taking effect, the Interim Charter, in the form appended to the accompanying proxy statement/prospectus as Annex B, in place of IWAC’s Current Articles currently registered with the Registrar of Companies of the Cayman Islands and which will remove or amend those provisions of IWAC’s Current Articles that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) file a Certificate of Corporate Domestication and the Interim Charter with the Secretary of State of Delaware, under which IWAC will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware. At the time of the Domestication, simultaneously with the adoption of the Interim Charter, the IWAC Board intends to adopt IWAC Bylaws in the form appended as Annex C to this proxy statement/prospectus. Upon effectiveness of the Domestication, all of IWAC’s outstanding securities will convert to outstanding securities of the continuing Delaware corporation.

After consideration of the factors identified and discussed in the section entitled “Proposal 2: The Domestication Proposal — Reasons for the Domestication,” the IWAC Board has decided that it would be in the best interests of IWAC to effect the Domestication in connection with the Business Combination.

The Domestication Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by IWAC’s shareholders. The Domestication Proposal is to be submitted for consideration and approval by the IWAC shareholders by special resolution.

For additional information, see the section of this proxy statement/prospectus entitled “Proposal 2: The Domestication Proposal.”

Proposal 3: The Business Combination Proposal

This section describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached as Annex A, and the Related Agreements. IWAC’s shareholders and other interested parties are urged to read such agreement in its entirety because it is the primary legal document that governs the Business Combination.

Merger Agreement

TABLE OF CONTENTS

Class A Common Stock and one-half of one IWAC Public Warrant, (b) each share of IWAC Common Stock shall automatically convert into one share shares of Pubco Common Stock and each share of IWAC Preferred Stock shall automatically convert into one share shares of Pubco Common Stock; and (b) each IWAC Public Warrant shall automatically convert into a Pubco Warrant and each IWAC Private Warrant shall automatically convert into a Pubco Warrant, on substantially the same terms and conditions as set forth in the IWAC Public Warrant and the IWAC Private Warrant, respectively; and (iii) Company Merger Sub will merge with and into Refreshing, with Refreshing continuing as the surviving entity (the “Company Merger”, and together with the Purchaser Merger, the “Mergers”), pursuant to which all Refreshing Units issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the Merger Consideration (as defined below). Each outstanding Refreshing convertible security that is not a Refeshing Unit, if not exercised or converted prior to the Effective Time, shall be cancelled, retired and terminated. As a result of the Mergers, IWAC and Refreshing will become wholly-owned subsidiaries of Pubco. At the Closing, Pubco will change its name to “Refreshing USA, Inc.”

The aggregate merger consideration to be paid pursuant to the Merger Agreement to Sellers will be an amount equal to $160,000,000, subject to adjustments for Refreshing’s closing debt and accrued but unpaid expenses of Refreshing related to the transactions contemplated by the Merger Agreement. The Merger Consideration payable to the Sellers will be allocated among the Sellers pro rata based on the number of common membership interests of Refreshing owned by such Refreshing Holder immediately prior to the Effective Time.

Earnout

Pursuant to the Merger Agreement, the IWAC shareholders that receive Pubco Common Stock at the Closing (the “Earnout Holders”) will have the contingent right to receive additional shares of Pubco Common Stock as follows:

•

1,500,000 additional shares of Pubco Common Stock upon the achievement of an adjusted EBITDA target of $20.0 million (the “2023 Target”) during the 2023 calendar year;

•

1,500,000 additional shares of Pubco Common Stock upon the achievement of an adjusted EBITDA target of $30.0 million (the “2024 Target”) during the 2024 calendar year; and

•

1,000,000 additional shares of Pubco Common Stock in the event that the VWAP of the Pubco Common Stock equals or exceeds $50.00 per share for any twenty (20) out of any thirty (30) consecutive trading days during the five-year period after the Closing (the “VWAP Target”).

The additional shares of Pubco Common Stock will be issued following the satisfaction of the applicable targets.

Related Agreements

Lock-Up Agreement

Simultaneously with the execution and delivery of the Merger Agreement, certain members of Refreshing holding greater than 10% of the outstanding Refreshing Units each entered into a Lock-Up Agreement with Pubco and the Purchaser Representative (collectively, the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, each Refreshing member party thereto agreed not to: (A) with respect to Merger Consideration recevied other than the Earnout Shares, during the period commencing from the Closing and ending on the earlier of (x) one hundred eighty (180) days after the date of the Closing, and (y) the date after the Closing on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party and (B) with respect to the Earnout Shares, during the period commencing from the date the Earnout Shares are issued to the Holder and ending one hundred eighty (180) days after such date: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of the restricted

TABLE OF CONTENTS

securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement).

Currently, a total of 18,875,000 shares will be Lock-up Shares after the consummation of the Business Combination.

Voting Agreement

Simultaneously with the execution and delivery of the Merger Agreement, IWAC and Refreshing have entered into Voting Agreements (collectively, the “Voting Agreements”) with certain Sellers required to approve the Transaction. Under the Voting Agreements, each Refreshing member party thereto agreed to vote all of such members’ Refreshing Units in favor of the Merger Agreement and the related transactions. The Refreshing members also agree to take certain other actions in support of the Merger Agreement and related transactions and refrain from taking actions that would adversely affect such Refreshing member’s ability to perform its obligations under the Voting Agreement. Each such Refreshing member also provided a proxy to IWAC to vote its Refreshing Units in accordance with the foregoing. The Voting Agreements prevent transfers of the Refreshing interests held by such Refreshing members party thereto between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement.

Registration Rights Agreement Amendment

At the Closing, IWAC, Pubco and the Sponsor, shall enter into a First Amendment to IWAC’s Registration Rights Agreement, dated December 8, 2021, with the Sponsor (the “Registration Rights Agreement”), pursuant to which, among other things, Pubco will be added as a party to the Registration Rights Agreement and the defined term Registrable Securities therein will be amended to include the shares of common stock and warrants of Pubco issued by Pubco to the Sponsor under the Merger Agreement.

Non-Competition Agreement

Simultaneously with the execution and delivery of the Merger Agreement, Ryan Wear, a co-founder of Refreshing, and certain other executive officers of Refreshing (each a “Refreshing Executive”), will each enter into a Non-Competition and Non-Solicitation Agreement in substantially the form attached to the Merger Agreement (each, a “Non-Competition Agreement”) in favor of Pubco, Refreshing and their respective present and future affiliates, successors and direct and indirect subsidiaries (collectively, the “Covered Parties”). Ryan Wear and Jeremy Briggs shall also have non-competition and non-solicitation obligations under their respective employment agreements to be effective as of the consummation of the Merger, as mentioned under “Executive Compensation of Refreshing.” Under each Non-Competition Agreement, for a period of two (2) years after the Closing (such period, the “Restricted Period”), the Refreshing Executive party thereto has agreed that he will not and will not permit his or her affiliates to, without Pubco’s’ prior written consent, directly or indirectly engage in the business of providing vending machines, coffee and water services to education, healthcare, business and industry, and sports, leisure and corrections clients. Under each Non-Competition Agreement, the Refreshing Executive party thereto and his affiliates will also be subject to certain non-solicitation and non-interference obligations during the Restricted Period with respect to the Covered Parties’ respective (i) employees, consultants and independent contractors, (ii) customers, and (iii) vendors, suppliers, distributors, agents or other service providers. Each Refreshing Executive will also be subject to non-disparagement provisions regarding the Covered Parties and confidentiality obligations with respect to the confidential information of the Covered Parties.

Escrow Agreement

At or prior to the Closing, Pubco, the Seller Representative, the Purchaser Representative and Continental Stock Transfer & Trust Company or such other escrow agent mutually acceptable to IWAC and Refreshing (the “Escrow Agent”) will enter into an escrow agreement (the “Escrow Agreement”) pursuant to which, 15% of the Merger Consideration shall be held, along with any other dividends, distributions or other income on such Escrow Shares (other than regular ordinary dividends), in a segregated escrow account to cover any negative post-Closing Merger Consideration adjustment and any indemnification claims made against the Sellers under the Merger Agreement.

TABLE OF CONTENTS

Letter of Transmittal

At the Closing, each Seller will provide Pubco and with a completed and duly executed Letter of Transmittal, in a form to be mutually agreed (each, a “Letter of Transmittal”), with respect to their Refreshing Units. In the Letter of Transmittal, each such holder makes customary representations and warranties, acknowledges its obligations with respect to the indemnification obligations and escrow provisions under the Merger Agreement, appoints the Seller Representative to act on its behalf in accordance with the terms of the Merger Agreement, provides a general release to Refreshing and its affiliates and certain related persons with respect to claims relating to the holder’s capacity as a holder of Refreshing Units, and agrees to be bound by confidentiality obligations to Refreshing for two years after the Closing.

Organizational Structure

The diagram below depicts a simplified version of the current organizational structures of Refreshing.

Additional Information

For additional information, including information about certain material U.S. Federal Income Tax Consequences to U.S. Holders of Public Shares and other agreements relating to the Business Combination, see the section of this proxy statement/prospectus entitled “Proposal 3: The Business Combination Proposal.”

Proposal 4: The Charter Proposal

In connection with the Business Combination, IWAC is asking its shareholders to approve a proposal for Pubco to adopt the Proposed Charter, to be effective upon the consummation of the Business Combination. The Proposed Charter (i) includes supermajority voting standards in connection with the removal of directors for cause, amendment of the number of directors and term of directors’ office provisions of the Proposed Charter, and stockholder amendments to the Proposed Bylaws; (ii) provides that stockholder special meetings may be called by the Pubco Board; (iii) does not include certain blank check provisions that will not be necessary upon consummation of the Business Combination; and (iv) changes Pubco’s name to “Refreshing USA, Inc.” following the Closing.

The Charter Proposal is set forth in the section entitled “Proposal 4: The Charter Proposal” of this proxy statement/prospectus.

The Proposed Charter differs in material respects from the Interim Charter and the Current Articles, and IWAC urges shareholders to carefully consult the information set out in the section entitled “Proposal 4: The Charter Proposal” and the full text of the Proposed Charter, attached hereto as Annex D.

TABLE OF CONTENTS

The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if either of the Business Combination Proposal or the Domestication Proposal is not approved, the Charter Proposal will have no effect, even if approved by IWAC’s shareholders. The Charter Proposal is not conditioned on the separate approval of the Organizational Documents Proposals. The Charter Proposal is to be submitted for consideration and approval by the IWAC shareholders by special resolution.

For additional information, see the section of this proxy statement/prospectus entitled “Proposal 3: The Charter Proposal.”

Proposals 5 – 9: The Organizational Documents Proposals

IWAC’s shareholders are also being asked to approve, on a non-binding advisory basis, the Organizational Documents Proposals, which relate to certain corporate governance provisions in the Proposed Charter that will be adopted when the Proposed Charter is adopted, if the Charter Proposal is approved. These separate votes are not otherwise required by Cayman Islands or Delaware law, but are required by SEC guidance requiring that shareholders have the opportunity to present their views on important corporate governance provisions. The Business Combination is not conditioned on the separate approval of the Organizational Documents Proposals.

The Organizational Documents Proposals relate to the Proposed Charter which: (i) includes supermajority voting standards in connection with the removal of directors for cause, amendment of the number of directors and term of directors’ office provisions of the Proposed Charter, and stockholder amendments to the Proposed Bylaws; (ii) provides that stockholder special meetings may only be called by the Pubco Board); (iii) does not include certain blank check provisions that will not be necessary upon consummation of the Business Combination; (iv) changes Pubco’s name to “Refreshing USA, Inc.” following the Closing. Each Organizational Documents Proposal is to be submitted for consideration and approval by the IWAC shareholders by ordinary resolution.

For additional information, see the sections of this proxy statement/prospectus entitled “Proposals 5 – 10: The Organizational Documents Proposals.”

Proposal 10: The NYSE Proposal

Assuming the Domestication Proposal, the Business Combination Proposal and the Charter Proposal are approved, IWAC’s shareholders are also being asked to consider and vote on a proposal to approve by ordinary resolution for the purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of shares of Pubco Common Stock in connection with the Business Combination. The NYSE Proposal is to be submitted for consideration and approval by the IWAC shareholders by ordinary resolution.

For additional information, see the section of this proxy statement/prospectus entitled “Proposal 10: The NYSE Proposal.”

Proposal 11: The Director Election Proposal

Effective upon Closing, Pubco’s Board will consist of seven (7) directors, including two (2) directors designated by IWAC prior to the Closing, who will qualify as independent under NYSE requirements, and five (5) directors designated by Refreshing prior to the Closing, at least two (2) of whom will qualify as independent directors under NYSE rules, to serve on the Pubco Board until the 2024 annual meeting of stockholders, or when such directors’ successors have been duly elected and qualified, or upon such directors’ earlier death, resignation, retirement or removal for cause. IWAC is proposing that its shareholders approve the election of the seven (7) director nominees to serve on the Pubco Board following the Closing of the Business Combination. The Director Election Proposal is being submitted for consideration and approval by the IWAC Shareholders by ordinary resolution.

For additional information, see the section of this proxy statement/prospectus entitled “Proposal 11: The Director Election Proposal.”

TABLE OF CONTENTS

Proposal 12: The Adjournment Proposal

The Adjournment Proposal allows the IWAC Board to submit a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or desirable, at the determination of the IWAC Board. If the Adjournment Proposal is presented to the Public Shareholders, it will be submitted to consideration and approval by ordinary resolution.

For additional information, see the section of this proxy statement/prospectus entitled “Proposal 12: The Adjournment Proposal.”

Date and Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting will be held via live webcast at 10:00 a.m., Eastern Time, on [•], 2023, at https://www.cstproxy.com/[•], to consider and vote upon the proposals to be submitted to the Extraordinary General Meeting, including if necessary or desirable, the Adjournment Proposal. For the purposes of the Current Articles, the Extraordinary General Meeting may also be attended in person at IWAC’s office at 148 N. Main Street, Florida, New York 10921.

The Extraordinary General Meeting can be accessed by visiting https://www.cstproxy.com/[•], where you will be able to listen to the meeting live and vote during the meeting. Please have your control number, which can be found on your proxy card, to join the Extraordinary General Meeting. If you do not have a control number, please contact the Continental, the transfer agent.

Registering for the Extraordinary General Meeting

As a registered shareholder, you received a Proxy Card from Continental. The form contains instructions on how to attend the Extraordinary General Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Continental support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

You can pre-register to attend the Extraordinary General Meeting starting on [•], 2023 at 9:00 a.m., Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/[•], enter your control number, name and email address. Once you pre-register you can vote your shares. At the start of the Extraordinary General Meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting.

Beneficial investors, who own their investments through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the Extraordinary General Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, Continental will issue you a guest control number with proof of ownership. Either way, you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the Extraordinary General Meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the Extraordinary General Meeting by dialing [•], within the U.S. or Canada, or [•], outside the U.S. and Canada (standard rates apply); when prompted, enter the pin number [•]. This is listen-only, you will not be able to vote or enter questions during the Extraordinary General Meeting. If you attend the Extraordinary General Meeting in person, you will be able to communicate with other shareholders and vote at the Extraordinary General Meeting. For the purposes of the Current Articles, the Extraordinary General Meeting may also be attended in person at IWAC’s office at 148 N. Main Street, Florida, New York 10921.

Voting Power; Record Date

Public Shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned Ordinary Shares at the close of business on [RECORD DATE], 2023, which is the record date for the Extraordinary General Meeting (the “Record Date”). Public Shareholders will have one vote for each Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares

TABLE OF CONTENTS

you beneficially own are properly counted. IWAC’s Warrants do not have voting rights. On the Record Date, there were 14,375,000 Ordinary Shares issued and outstanding, of which 2,875,000 were held by Insiders.

Quorum and Vote of Shareholders

A quorum of IWAC’s shareholders is necessary to hold a valid meeting. The holders of a majority of the issued and outstanding Ordinary Shares, being individuals present in person or by proxy, or if a corporation or other non-natural person by its duly authorized representative or proxy (which would include presence virtually at the Extraordinary General Meeting), shall constitute a quorum. In the absence of a quorum, the Chairperson of the Extraordinary General Meeting has the power to adjourn the Extraordinary General Meeting. As of the Record Date for the Extraordinary General Meeting, 7,187,501 Ordinary Shares would be required to achieve a quorum.

The Insiders at the time of the IPO entered into the Insider Letter Agreement, pursuant to which the Insiders agreed to vote their Founder Shares, as well as any Public Shares purchased during or after the IPO, in favor of any proposals recommended by the IWAC Board of Directors in connection with the Business Combination, and also agreed not to redeem any such shares in connection with the Extraordinary General Meeting. As of the Record Date, the Insiders own approximately 20% of IWAC’s total outstanding Ordinary Shares.

The following votes are required for each proposal at the Extraordinary General Meeting:

•

Domestication Proposal: The Domestication Proposal must be approved by a special resolution under Cayman Islands law, being a resolution passed at least two-thirds of the votes of such members as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.

•

Adjournment Proposal: The Adjournment Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the members entitled to vote thereon.

With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

If a shareholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote, and does not attend the Extraordinary General Meeting in person, then the shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting.

TABLE OF CONTENTS

Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.

Based on the terms and provisions contained in the Current Charter, assuming that only a quorum is achieved at the Extraordinary General Meeting and the Sponsor and Insiders vote their shares at the Extraordinary General Meeting in accordance with the requirements of the Insider Letter Agreement, each of the Business Combination Proposal, the Organizational Documents Proposals, the NYSE Proposal, the Director Election Proposal and the Adjournment Proposal can be approved at the Extraordinary General Meeting if IWAC’s public shareholders holding at least 718,752, or 6.3%, of the public shares approve each such Proposal.

Based on the terms and provisions contained in the Current Charter, assuming that only a quorum is achieved at the Extraordinary General Meeting and the Sponsor and Insiders vote their shares at the Extraordinary General Meeting in accordance with the requirements of the Insider Letter Agreement, each of the NTA Proposal the Domestication Proposal and the Charter Proposal can be approved at the Extraordinary General Meeting if IWAC’s public shareholders holding at least 1,916,667, or 16.7%, of the public shares approve each such Proposal.

Redemption Rights

(a)

(b)

prior to 5:00 p.m., Eastern Time, on [•], 2023 (two business days prior to the vote at the Extraordinary General Meeting), (i) submit a written request to Continental, IWAC’s transfer agent (the “Transfer Agent”), that IWAC redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

As noted above, holders of IWAC Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their IWAC Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the IWAC Units into the underlying Public Shares and Public Warrants, or if a holder holds IWAC Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

Public Shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, IWAC will redeem each such Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of [RECORD DATE], 2023, this would have amounted to approximately $[•] per Public Share.

If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with IWAC’s consent, until the consummation of the Business Combination, or such other date as determined by the IWAC Board. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. IWAC will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Extraordinary General Meeting of the Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

TABLE OF CONTENTS

In order for Public Shareholders to exercise their redemption rights in respect of the Business Combination Proposal, Public Shareholders must properly exercise their right to redeem the Public Shares they hold and deliver their share certificates (if any) and other redemption forms (either physically or electronically) to the transfer agent prior to 5:00 p.m., Eastern Time, on [•], 2023 (two business days prior to the vote at the Extraordinary General Meeting). Immediately following the consummation of the Business Combination, IWAC will satisfy the exercise of redemption rights by redeeming the Public Shares issued to the Public Shareholders that validly exercised their redemption rights.

Holders of IWAC’s Warrants will not have redemption rights with respect to any of Warrants (including any Class A Ordinary Shares underlying Warrants).

Additionally, pursuant to the Insider Letter Agreement, the Insiders agreed to waive their rights to redeem their Founder Shares or any Public Shares purchased during or after the IPO in connection with the Extraordinary General Meeting.

Appraisal or Dissenters’ Rights

Shareholders of IWAC do not have appraisal or dissenters’ rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. IWAC has engaged [SOLICITOR] to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person (which would include presence virtually at the Extraordinary General Meeting) if it revokes its proxy before the Extraordinary General Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting — Revoking Your Proxy.”

Interests of IWAC’s Insiders, Officers and Directors in the Business Combination

In considering the recommendation of the IWAC Board to vote in favor of the Business Combination, Public Shareholders should be aware that, aside from their interests as shareholders, IWAC’s Insiders, directors and officers have interests in the Business Combination that are different from, or in addition to, those of IWAC’s other shareholders generally. IWAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to IWAC’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•

TABLE OF CONTENTS

initially paid for the IWAC Units in the IPO and the IWAC Public Shareholders experience a negative rate of return following the Closing of the Business Combination;

•

the fact that IWAC has agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to IWAC. Upon completion of the initial Business Combination or IWAC’s liquidation, IWAC will cease paying these monthly fees. For the year ended December 31, 2022 and for the period from July 7, 2021 (inception) through December 31, 2021, the Sponsor has waived any payments under this agreement.

•

the anticipated election of Gael Forterre and Antonio Varano as directors of Pubco and the anticipated appointment of James MacPherson as Pubco’s Chief Financial Officer after the consummation of the Business Combination. As such, in the future, such individuals will receive any cash fees, stock options or stock awards that the Pubco Board determines to pay to such individuals in their capacity as an officer or director of Pubco;

•

TABLE OF CONTENTS

•

the fact that the Sponsor can earn a positive rate of return on their investment, even if other IWAC stockholders experience a negative rate of return in the post-business combination company;

•

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material nonpublic information regarding IWAC or IWAC’s securities, IWAC’s Insiders or initial shareholders, and Refreshing and/or their respective affiliates may purchase Ordinary Shares and/or Warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Ordinary Shares or vote their shares in favor of the Business Combination Proposal, or to withdraw any request for redemption. In such transactions, the purchase price for the Ordinary Shares will not exceed the Redemption Price. In addition, the persons described above will waive redemption rights, if any, with respect to the Ordinary Shares they acquire in such transactions. However, any Ordinary Shares acquired by the persons described above would not vote on the Business Combination Proposal.

The existence of financial and personal interests of IWAC’s directors, officers and advisors may result in conflicts of interest, including a conflict between what may be in the best interests of the Company and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Risk Factors”, “Proposal 3: The Business Combination Proposal — Interests of IWAC’s Directors, Officers and Advisors and Others in the Business Combination and “Beneficial Ownership of Securities” and “Proposal 3: The Business Combination Proposal — Recommendation of the IWAC Board and Reasons for the Business Combination” for more information and other risks.

TABLE OF CONTENTS

Certain Other Benefits in the Business Combination

•

if the funds in the Trust Account as of Closing are less than or equal to $15 million, IWAC may elect to pay up to 100% of the fee in shares;

•

if the funds in the Trust Account as of Closing are greater than $15 million but less than or equal to $20 million, IWAC may elect to pay up to 75% of the fee in shares;

•

if the funds in the Trust Account as of Closing are greater than $20 million but less than or equal to $25 million, IWAC may elect to pay up to 50% of the fee in shares; and

•

if the funds in the Trust Account as of Closing are greater than $25 million but less than or equal to $30 million, IWAC may elect to pay up to 25% of the fee in shares.

•

pursuant to the AGP Letter Agreement, upon consummation of the Business Combination, a transaction Fee equal to $4,800,000 will be payable to AGP. The AGP Transaction Fee will be payable as follows:

•

Accordingly, each of BTIG and AGP have an interest in IWAC completing the Business Combination because, if the Business Combination (or another business combination) is not consummated, BTIG will not receive the BTIG Transaction Fee and AGP will not receive the AGP Transaction Fee.

Recommendation of the Board

Conditions to the Closing of the Business Combination

For a discussion of the conditions to the closing of the Business Combination, please see “Proposal 3: The Business Combination Proposal.”

TABLE OF CONTENTS

Liquidity Update

United States Federal Income Tax Consequences

For a description of the United States federal income tax considerations of an exercise of redemption rights, the domestication and the Business Combination, please see “Proposal 3: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences to Redemption — Tax Consequences to U.S. Holders That Elect to Have Their Ordinary Shares Converted for Cash” and “Proposal 3: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication and the Business Combination to IWAC Shareholders.”

Anticipated Accounting Treatment

For a discussion summarizing the anticipated accounting treatment of the Business Combination, please see “Proposal 3: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences to Redemption — Anticipated Accounting Treatment.”

Regulatory Matters

The Business Combination and the transactions contemplated by the Merger Agreement are not subject to any additional regulatory requirement or approval, except for (i) filings with Cayman Islands and Delaware authorities necessary to effectuate the Domestication, and (ii) filings required with the SEC pursuant to the reporting requirements applicable to IWAC, and the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate this proxy statement/prospectus to IWAC’s shareholders.

Risk Factors Summary

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 52. Such risks include, but are not limited to, the following risks with respect to the Company subsequent to the Business Combination:

Risks Related to Domestication and the Business Combination

•

The ability of IWAC shareholders to exercise redemption rights with respect to a large number of Public Shares or other factors may not allow IWAC to complete the Business Combination or optimize its capital structure.

•

There are risks to IWAC shareholders who are not affiliates of the Sponsor of becoming stockholders of Pubco through the Business Combination rather than acquiring securities of Refreshing directly in an underwritten public offering, including no independent due diligence review by a traditional underwriter.

•

Because IWAC’s initial shareholders, executive officers and directors will lose their entire investment in IWAC if the Business Combination or an alternative business combination is not completed, and because IWAC’s Sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether Refreshing was appropriate for IWAC’s initial business combination.

•

The value of the Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of shares of Pubco Common Stock at such time is substantially less than $10.00 per share.

TABLE OF CONTENTS

•

The Sponsor and Refreshing, and their respective directors, officers, advisors and affiliates, may elect to purchase Class A Ordinary Shares or the Public Warrants from IWAC public shareholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of the Ordinary Shares.

Risks Related to Ownership of shares of Pubco Common Stock

•

An active market for Pubco’s securities may not develop, which would adversely affect the liquidity and price of Pubco’s securities.

•

There can be no assurance that the shares of Pubco Common Stock that will be issued in connection with the Business Combination will be approved for listing on the NYSE following the Closing, or that Pubco will be able to comply with the continued listing rules of the NYSE.

•

Pubco’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.

•

There will be material differences between your current rights as a holder of IWAC Shares and the rights one will have as a holder of shares of Pubco Common Stock, some of which may adversely affect you.

•

Pubco may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous for warrant holders.

Risks Related to Redemption

•

There is no guarantee that an IWAC Public Shareholder’s decision whether to redeem its Ordinary Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

•

If IWAC Public Shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

Risks Related to IWAC

•

IWAC’s management has substantial doubt about their ability to continue as a going concern for a period of time within one year from the date that the financial statements are issued. IWAC’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses IWAC’s substantial doubt about its ability to continue as a “going concern.”

•

If third parties bring claims against IWAC, the proceeds held in the Trust Account could be reduced and the Redemption Price received by Public Shareholders may be less than $10.20 per share.

•

If IWAC were deemed an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination.

Risks Related to Operational Factors Affecting Refreshing

•

If Refreshing does not address evolving consumer product and shopping preferences, its business could suffer.

•

Changes in the retail landscape or the loss of key retail or service customers could adversely affect Refreshing’s financial performance.

•

If Refreshing is unable to expand its operations in emerging markets, its growth rate could be negatively affected.

•

Refreshing heavily relies on the trucking and transportation industries for its business and any adverse impact including interruptions in service or material increases in prices could negatively affect its business.

TABLE OF CONTENTS

SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma combined financial data (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination (the “Transactions”). The Business Combination between IWAC and Refreshing will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, IWAC will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Refreshing issuing shares for the net assets of IWAC, accompanied by a recapitalization. The net assets of IWAC will be recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded. This determination is primarily based on Refreshing stockholders comprising a relative majority of the voting power of the New Refreshing and having the ability to nominate a majority of the member of the Board of New Refreshing. Refreshing’s operations and Refreshing’s senior management comprising the senior management of New Refreshing. Accordingly, for accounting purposes, the financial statements of New Refreshing will represent a continuation of the financial statements of Refreshing with the Business Combination being treated as the equivalent of Refreshing issuing stock for the net assets of IWAC, accompanied by a recapitalization. The net assets of IWAC will be stated at historical costs, with no goodwill or intangible assets recorded. Operation prior to the Acquisition Merger will be presented as those of Refreshing in future reports of New Refreshing.

The summary unaudited pro forma combined balance sheet as of December 31, 2022, gives effect to the Transactions as if they had occurred on December 31, 2022. The summary unaudited pro forma combined statement of operations for the year ended December 31, 2022, gives effect to the Transactions as if they had occurred on January 1, 2022.

The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma combined financial information included in the section titled “Unaudited Pro Forma Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto. The unaudited pro forma combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of IWAC and Refreshing for the applicable periods included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Pubco’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of Pubco following the reverse recapitalization.

The unaudited pro forma combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Common Stock:

Assuming No Redemptions: This presentation assumes that no IWAC public shareholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the Trust Account.

•

Assuming Maximum Redemptions: This presentation assumes that 11,500,000 IWAC ordinary shares are redeemed for their pro rata share (assumed redemption price of $10.45 per share based on the funds held in the Trust Account as of December 31, 2022 and working capital available to IWAC outside of the Trust Account as of December 31, 2022 plus the $1.15 million deposited on March 13, 2023 to extend the date by which IWAC has to complete its initial business combination from March 13, 2023 to June 13, 2023) for aggregate redemption proceeds of $120.1 million. This represents the maximum number of Public Shares that could be redeemed in connection with the Closing, assuming the NTA Proposal is approved and adopted. As all of the holders of IWAC’s Class B Ordinary Shares waived their redemption rights, only redemptions by Public Shareholders are reflected in this presentation. This scenario includes all adjustments contained in the “no redemption” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

TABLE OF CONTENTS

	Pro Forma Combined
	Assuming No Redemptions			Assuming Maximum Redemptions
Summary Unaudited Pro Forma Combined Statement of Operations Data For the Year Ended December 31, 2022
Net loss		$	(16,741)		$	(16,741)
Net income per share – basic and diluted		$	(0.55)		$	(0.86)
Weighted average shares outstanding of common stock – basic and diluted			30,495,000			19,466,875
Summary Unaudited Pro Forma Combined Balance Sheet Data As of December 31, 2022
Total assets		$	157,409		$	48,067
Total liabilities		$	21,141		$	27,222
Total stockholders’ equity		$	136,268		$	20,845

COMPARATIVE PER SHARE INFORMATION

The following table sets forth summary historical comparative share information for IWAC and Refreshing and unaudited pro forma combined per share information of IWAC after giving effect to the Transactions, presented under the two assumed redemption scenarios as follows:

Assuming No Redemptions: This presentation assumes that no IWAC public shareholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the Trust Account.

•

The selected unaudited pro forma combined book value information as of December 31, 2022 gives pro forma effect to the Transactions and the other events as if consummated on December 31, 2022. The selected unaudited pro forma combined net income (loss) per share and weighted average shares outstanding information for the year ended December 31, 2022 gives pro forma effect to the Transactions and the other events related to the Business Combination, as if consummated on January 1, 2022, the beginning of the earliest period presented.

This information is only a summary and should be read in conjunction with the historical financial statements and accompanying notes of IWAC and Refreshing included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of IWAC and Refreshing is derived from, and should be read in conjunction with, the unaudited pro forma combined financial information and accompanying notes included elsewhere in this proxy statement/statement/prospectus in the section entitled “Unaudited Pro Forma Combined Financial Information.”

The unaudited pro forma combined income (loss) per share information below does not purport to represent the income (loss) per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period.

IWAC is providing the following comparative per share information to assist you in your analysis of the financial aspects of the Transactions.

TABLE OF CONTENTS

	For the Year ended December 31, 2022
	Assuming No Redemptions			Assuming Maximum Redemptions
Pro forma net income (loss)		$	(16,741)		$	(16,741)
Weighted average shares outstanding of common stock – basic and diluted(1)			30,495,000			19,466,875
Weighted average shares outstanding of Net loss per share – basic and diluted			(0.55)			(0.86)
Excluded securities;(2)
Public Warrants			5,750,000			5,750,000
Private Warrants			6,850,000			6,850,000

(1) Weighted average shares outstanding of Common stock – basic and diluted:
IPO/Public Investors	11,500,000	—
Sponsor conversion of Class B shares to Class A shares	2,875,000	2,875,000
Former Refreshing shareholders	16,000,000	16,000,000
Stock issue in connection with purchase:
AGP	120,000	240,000
BTIG	—	351,875
Total Common Stock	30,495,000	19,466,875

(2)

The potentially dilutive outstanding securities were excluded from the computation of pro forma net loss per share, basic and diluted, because, issuance or vesting of such shares is contingent upon satisfaction of certain conditions which were not satisfied by the end of periods presented by the ends of period presented.

TABLE OF CONTENTS

MARKET PRICE AND DIVIDEND INFORMATION

IWAC

Ticker Symbol and Market Price

The IWAC Units, Class A Ordinary Shares and Public Warrants are traded on the NYSE under the symbols “WELU”, “WEL” and “WELWS”, respectively.

The IWAC Units commenced public trading on December 9, 2021, and Class A Ordinary Shares and warrants commenced separate public trading on January 18, 2022. The IWAC Units, each consisting of one Ordinary Share and one half of one Warrant (each whole Warrant entitling the holder thereof to purchase one Ordinary Share), will automatically separate into their component securities upon consummation of the Business Combination and no IWAC securities will trade following the Closing. Pubco intends to apply to list its common stock and warrants on NYSE under the symbols “RUSA” and “RUSAWS,” respectively, upon the Closing. As of the Record Date, the closing price for the IWAC Units, Class A Ordinary Shares and the Public Warrants was $[•], $[•], and $[•], respectively. IWAC Public Warrant holders and those shareholders who do not elect to have their Public Shares redeemed need not deliver their Public Shares or Public Warrant certificates to IWAC or to IWAC’s Transfer Agent and they will be converted into the respective Pubco securities upon the Closing. Upon the Closing, Pubco intends to apply for the listing of its shares of Pubco Common Stock and Pubco warrants on NYSE under the symbols “RUSA” and “RUSAWS,” respectively.

Holders

As of the close of business on the Record Date, there were outstanding 14,375,000 Ordinary Shares and there were [•] holders of record of IWAC Units, [•] holders of record of Ordinary Shares and [•] holders of record of Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose IWAC Units, Ordinary Shares, and Warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

IWAC has not paid any cash dividends on its Ordinary Shares to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon Pubco’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Pubco Board at such time.

Refreshing

There is no public market for any of Refreshing’s equity securities.

TABLE OF CONTENTS

RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information included or incorporated by reference in this proxy statement/prospectus, including the financial information, before deciding whether or how to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus.

The value of your investment following consummation of the Business Combination will be subject to significant risks affecting, among other things, Pubco’s business, financial condition or results of operations. If any of the events described below occur, Pubco’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of Pubco’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of IWAC and Refreshing. Certain of the following risk factors apply to the business and operations of Refreshing and will also apply to the business and operations of Pubco following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, or may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of Pubco following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by IWAC, and Refreshing, which later may prove to be incorrect or incomplete. Pubco, IWAC, and Refreshing may face additional risks and uncertainties that are not presently known to them, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party. The following discussion should be read in conjunction with the sections entitled “Cautionary Note Regarding Forward-Looking Statements”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Refreshing” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of IWAC” and the financial statements of Refreshing and IWAC and the notes thereto included herein, as applicable.

Risks Related to Domestication and the Business Combination

If a larger number of shares are submitted for redemption than IWAC currently expects, the NTA Proposal is not approved and such redemptions or other conditions are determined to result in a failure to satisfy the net tangible asset requirement set forth in IWAC’s Current Articles, IWAC may need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Third-party financing may not be available to IWAC. Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until IWAC liquidates the Trust Account or consummates an alternative initial business combination or upon the occurrence of an Extension or certain other corporation actions as set forth in the Current Articles. If you are in need of immediate liquidity, you could attempt to sell your Ordinary Shares in the open market; however, at such time, the Ordinary Shares may trade at a discount to the pro rata amount per share in the Trust Account or there may be limited market demand at such time. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with IWAC’s redemption until IWAC liquidates, consummates an alternative initial business combination, effectuates an Extension or takes certain other actions set forth in the Current Articles or you are able to sell your shares in the open market.

You may be unable to ascertain the merits or risks of Refreshing’s operations.

If the Business Combination is consummated, Pubco will be affected by numerous risks inherent in the lines of business that Pubco expects to pursue. Although IWAC’s management has endeavored to evaluate the risks inherent in the proposed Business Combination with Refreshing, IWAC cannot assure you that it can adequately ascertain or assess all of the significant risk factors. Furthermore, some of these risks may be

TABLE OF CONTENTS

outside of IWAC’s control. IWAC also cannot assure you that an investment in IWAC’s securities will not ultimately prove to be less favorable to investors in IWAC than a direct investment, if an opportunity were available, in Refreshing. In addition, if IWAC shareholders do not believe that the prospects for the Business Combination are promising, a greater number of shareholders may exercise their redemption rights, which may make it difficult for IWAC to consummate the Business Combination.

There is no assurance that IWAC’s diligence will reveal all material risks that may be present with regard to Refreshing. Subsequent to the completion of the Business Combination, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

IWAC cannot assure you that the due diligence IWAC has conducted on Refreshing will reveal all material issues that may be present with regard to Refreshing, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of IWAC’s control will not later arise. Refreshing is aware that IWAC must complete an initial business combination by June 13, 2023 (unless such date is extended by the Sponsor, as set forth in the IPO Prospectus). Consequently, Refreshing may have obtained leverage over IWAC, knowing that if IWAC does not complete the Business Combination, IWAC may be unlikely to be able to complete an initial business combination with any other target business prior to such deadline. In addition, IWAC has had limited time to conduct due diligence. Refreshing is a privately held company that expects to offer products and services that have not yet been fully developed or been commercialized and IWAC therefore has made its decision to pursue a business combination with Refreshing on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all. As a result of these factors, Pubco may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if IWAC’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on IWAC’s liquidity, the fact that IWAC reports charges of this nature could contribute to negative market perceptions about IWAC or IWAC’s securities. In addition, charges of this nature may cause IWAC to violate leverage or other covenants to which it may be subject as a result of assuming pre-existing debt held by Refreshing or by virtue of it obtaining debt financing following the Closing. Accordingly, any shareholders of IWAC who choose to remain stockholders of Pubco following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by IWAC’s officers or directors of a duty of care or other fiduciary duty owed by them to IWAC, or if they are able to successfully bring a private claim under securities laws that the Registration Statement of which this proxy statement/prospectus forms a part contained an actionable material misstatement or material omission.

There is no independent third-party investment bank taking on the economic risk typically borne by an underwriter in a traditional initial public offering (a “traditional underwriter”) in connection with the Business Combination. While BTIG in its capacity as representative of IWAC’s IPO Underwriters, has performed due diligence which BTIG believes is comparable to due diligence performed by an underwriter in an initial public offering, BTIG’s incentives may differ from a traditional underwriter. Because there is no traditional underwriter involved in the Business Combination or the issuance of IWAC’s securities in connection therewith, investors may not receive the benefit of the same outside independent review of IWAC’s and Refreshing’s respective finances and operations as would investors in an initial public offering, and it is possible that defects in Refreshing’s business or other problems that would have been discovered if Refreshing conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of the Pubco Common Stock. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability

TABLE OF CONTENTS

for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review by a traditional underwriter will be conducted in connection with the Business Combination, IWAC shareholders may not have the benefit of the same independent review and investigation normally performed by a traditional underwriter in a public securities offering.

Unlike an underwritten initial public offering, the initial trading of Pubco’s securities will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the listing of Pubco’s securities on the NYSE could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for the Pubco’s securities during the period immediately following the listing.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Combined Financial Statements” may not be representative of Pubco’s results if the Business Combination is consummated and accordingly, you will have limited financial information on which to evaluate the financial performance of Pubco and your investment decision.

IWAC and Refreshing currently operate as separate companies. IWAC has had no prior history as an operating company and its operations have not previously been managed on a combined basis. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of Pubco. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of current market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Combined Financial Statements” has been derived from IWAC’s and Refreshing’s historical financial statements and certain adjustments and assumptions have been made regarding Pubco after giving effect to the Business Combination. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse impact on the pro forma financial information and Pubco’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect Pubco’s financial condition or results of operations following the Closing. Any potential decline in Pubco’s financial condition or results of operations may cause significant variations in the stock price of Pubco.

IWAC is dependent upon its executive officers and directors and their departure could adversely affect IWAC ability to operate and to consummate the initial business combination. Additionally, IWAC’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on IWAC’s ability to complete the initial business combination.

IWAC’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. IWAC believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the Business Combination. IWAC does not have an employment agreement with, or key-man insurance on the life of, any of its directors or executive officers. The unexpected loss of the services of one or more of IWAC’s directors or executive officers could have a detrimental effect on IWAC and the ability to consummate the Business Combination. In addition, IWAC’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of IWAC’s executive officers is engaged in several other business endeavors for which they may be entitled to substantial compensation and IWAC’s directors also serve as officers and board members for other entities. If IWAC’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to IWAC’s affairs which may have a negative impact on IWAC’s ability to consummate the Business Combination.

TABLE OF CONTENTS

Pubco’s ability to be successful following the Business Combination will depend upon the efforts of the Pubco Board and key personnel and the loss of such persons could negatively impact the operations and profitability of Pubco’s post-Business Combination business.

Pubco’s ability to be successful following the Business Combination will be dependent upon the efforts of the Pubco Board and key personnel. IWAC cannot assure you that the Pubco Board and key personnel will be effective or successful or remain with Pubco. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause Pubco’s management to have to expend time and resources helping them become familiar with such requirements.

It is estimated that, pursuant to the Merger Agreement, IWAC’s public shareholders will own approximately 37.7% of the equity interests or assets of Pubco (assuming no redemptions), and IWAC’s management, other than Gael Forterre, who is expected to serve on the Pubco Board, will not be engaged in the management of Pubco’s business. Accordingly, the future performance of Pubco will depend upon the quality of the post-Business Combination board of directors, management and key personnel of Pubco.

IWAC’s key personnel may negotiate employment or consulting arrangements with Pubco in connection with the Business Combination. These arrangements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in determining whether the Business Combination is advantageous.

IWAC’s key personnel may be able to remain with Pubco after the completion of the Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations may take place before or after the consummation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or securities of Pubco for services they would render to Pubco after the completion of the Business Combination. Mr. James McPherson, IWAC’s Chief Financial Officer, has accepted an offer to serve as Refreshing’s Chief Financial Officer, subject to the negotiation of a definitive employment agreement to be considered for approval by Pubco’s board of directors. The personal and financial interests of such individuals may influence their motivation in connection with the consummation of the Business Combination. However, IWAC believes the ability of such individuals to remain with Pubco after the completion of the Business Combination will not be the determining factor in IWAC’s decisions regarding the consummation of the Business Combination. There is no certainty, however, that any of IWAC’s key personnel will remain with Pubco after the consummation of the Business Combination. IWAC cannot assure you that any of its key personnel will remain in senior management or advisory positions with Pubco.

A conflict of interest may have arisen in determining whether Refreshing was appropriate for IWAC’s initial business combination.

•

TABLE OF CONTENTS

initially paid for the IWAC Units in the IPO and the IWAC Public Shareholders experience a negative rate of return following the Closing of the Business Combination;

•

TABLE OF CONTENTS

•

the fact that the Sponsor can earn a positive rate of return on their investment, even if other IWAC stockholders experience a negative rate of return in the post-business combination company; and

•

The personal and financial interests of IWAC’s executive officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of IWAC’s initial business combination, its Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on IWAC’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on IWAC’s behalf. However, IWAC’s Sponsor, executive officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. Additionally, such financial interests of IWAC’s Sponsor, executive officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Business Combination. See the sections entitled “Proposal 3: The Business Combination Proposal — Interests of IWAC’s Directors, Officers and Advisors and Others in the Business Combination” and “Beneficial Ownership of Securities.”

The Sponsor has invested in IWAC an aggregate of $6,875,000, comprised of the $25,000 purchase price for the Founder Shares the $6,850,000 purchase price for the Private Warrants. Assuming a trading price of $10.00 per share upon consummation of the Business Combination, the 2,875,000 Founder Shares would have an aggregate implied value of $28,750,000. Even if the trading price of the Pubco Common Stock were as low as approximately $0.009 per share, and the Placement Warrants were worthless, the value of the Founder Shares would be equal to the Sponsor’s initial investment in IWAC. As a result, the Sponsor is likely to be able to recoup its investment and make a substantial profit on that investment, even if the Public Shares have lost significant value. Accordingly, IWAC management, which owns interests in the Sponsor, may have an economic incentive that differs from that of the public shareholders to pursue and consummate the Business Combination rather than to liquidate and to return all of the cash in the trust to the public shareholders. For the foregoing reasons, you should consider IWAC management’s financial incentive to complete the Business Combination when evaluating whether to redeem your shares prior to or in connection with the Business Combination.

IWAC shareholders and Sellers may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

If Pubco is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, IWAC shareholders and Sellers will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent Pubco is able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

TABLE OF CONTENTS

During the pendency of the Business Combination, IWAC and Refreshing may not be able to enter into a business combination with another party because of restrictions in the Merger Agreement, which could adversely affect their respective businesses. Furthermore, certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

Covenants in the Merger Agreement impede the ability of IWAC and Refreshing to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, if the Business Combination is not completed, the parties may be at a disadvantage to their competitors during that period. In addition, while the Merger Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party. Any such transactions could be favorable to such party’s security holders.

If the conditions to the Merger are not met, the Business Combination may not occur.

Even if the Business Combination is approved by the shareholders of IWAC and the members of Refreshing, specified conditions must be satisfied or waived to complete the Business Combination. These conditions are described in detail in the Merger Agreement and in addition to shareholder consent, include among other requirements, (i) receipt of requisite regulatory approvals and no law or order preventing the transactions, (ii) no pending litigation to enjoin or restrict the Closing, (iii) each party’s representations and warranties being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect), (iv) each party complying in all material respects with its covenants and agreements, (iv) no Material Adverse Effect with respect to a party since the date of the Merger Agreement which remains continuing and uncured, (vi) the members of the post-Closing board being elected or appointed, (vii) an effective registration statement and (viii) the conditional NYSE approval. See “Proposal 3: The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination” below for a more complete summary. IWAC and Refreshing cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Business Combination may not occur, or may be delayed and such delay may cause IWAC and Refreshing to each lose some or all of the intended benefits of the Business Combination. If the Business Combination does not occur, IWAC may not be able to find another potential candidate for its initial business combination prior to IWAC’s deadline (currently June 13, 2023), and IWAC will be required to liquidate.

The Business Combination may be subject to U.S. foreign investment regulations, which may impose conditions on or prevent the consummation of the Business Combination. Such conditions or limitations could also potentially make shares of Pubco Common Stock less attractive to investors or cause our future investments to be subject to U.S. foreign investment regulations.

Investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to U.S. laws that regulate foreign investments in U.S. businesses and access by foreign persons to technology developed and produced in the United States. These laws include Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the regulations at 31 C.F.R. Parts 800 and 802, as amended, administered by the Committee on Foreign Investment in the United States (“CFIUS”).

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined in 31 C.F.R. Part 800) always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through regulations that became effective in 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person, but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” (in each case, as such terms are defined in 31 C.F.R. Part 800).

TABLE OF CONTENTS

CFIUS or another U.S. governmental agency could choose to review the Business Combination or past or proposed transactions involving new or existing foreign investors in Refreshing or Pubco, even if a filing with CFIUS is or was not required at the time of such transaction. There can be no assurances that CFIUS or another U.S. governmental agency will not choose to review the Business Combination. Any review and approval of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS policies and agency practices are rapidly evolving, and in the event that CFIUS reviews the Business Combination or one or more proposed or existing investment by investors, there can be no assurances that such investors will be able to maintain, or proceed with, such investments on terms acceptable to the parties to the Business Combination or such investors. Among other things, CFIUS could seek to impose limitations or restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing shares of Pubco Common Stock, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things) or CFIUS could order Pubco to divest all or a portion of Refreshing if the parties had proceeded without first obtaining CFIUS clearance.

Further, IWAC’s sponsor is a Delaware limited partnership, and its general partner is a Delaware limited liability company. There are three managing members of the general partner, one of whom is a non-U.S. person. In addition, approximately 51% of the members of the sponsor are non-U.S. persons. The level of control and ownership of the sponsor may prevent IWAC from completing the Business Combination or proposed transaction involving new or existing foreign investors in Refreshing or Pubco.

Outside the United States, laws or regulations may affect IWAC’s ability to consummate an initial business combination with potential target companies incorporated or having business operations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications), or in businesses where a country’s culture or heritage may be implicated.

U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to IWAC or a target. In such event, IWAC may not be able to consummate a transaction with that potential target.

As a result of these various restrictions, IWAC may be adversely affected in competing with other special purpose acquisition companies (“SPACs”) that do not have similar ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because IWAC has only a limited time to complete the Business Combination, its failure to obtain any required approvals within the requisite time period may require IWAC to liquidate. If IWAC liquidate, its public shareholders may only receive approximately $10.20 per share, and its warrants will expire worthless. This will also cause the investors to lose any potential investment opportunity in Refreshing or a proposed target company and the chance of realizing future gains on the investment through any price appreciation in the combined company.

NYSE may delist IWAC’s securities from trading on its exchange prior to the Business Combination, which could limit investors’ ability to make transactions in IWAC’s securities and subject it to additional trading restrictions.

We cannot assure you that our securities will continue to be listed on NYSE in the future and prior to the Business Combination. In order to continue listing our securities on NYSE prior to an initial Business Combination, we must maintain certain financial, distribution and share price levels.

If NYSE delists our securities from trading on its exchange due to our inability to comply with any of the continued listing requirements, and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

•

Our ability to complete an initial Business Combination with a target company contemplating a NYSE listing;

•

a limited availability of market quotations for our securities;

•

reduced liquidity for our securities;

TABLE OF CONTENTS

•

to the extent that we do not qualify for any of the other penny stock exemptions from under the applicable provisions of Rule 3a51-1 under the Exchange Act, including that we have a minimum of $5 million in net tangible assets, a determination that our common stock is a “penny stock,” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units, ordinary shares and warrants are currently listed on NYSE, our units, ordinary shares and warrants are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on NYSE, our securities would not be covered securities and we would be subject to regulation in each state in which we offers our securities.

Delaware law and the Proposed Charter and Proposed Bylaws will contain certain provisions, including anti- takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Charter and the Proposed Bylaws that will be in effect upon consummation of the Business Combination, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Pubco Board and therefore depress the trading price of Pubco’s common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Refreshing Board or taking other corporate actions, including effecting changes in the management of Pubco. Among other things, the Proposed Charter and the Proposed Bylaws include provisions regarding:

•

the ability of the Pubco Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•

the limitation of the liability of, and the indemnification of, Pubco’s directors and officers;

•

the exclusive right of the Pubco Board to elect a director to fill a vacancy created by the expansion of the Pubco Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Pubco Board;

•

the requirement that a Extraordinary General Meeting of stockholders may be called only by (i) directors then in office; or (ii) the Secretary of Pubco, following receipt of one or more written demands to call a special meeting of the stockholders from stockholders of record who own, in the aggregate, at least 25% of the voting power of the outstanding shares of Pubco then entitled to vote on the matter or matters to be brought before the proposed Extraordinary General Meeting that complies with the procedures for calling a Extraordinary General Meeting of the stockholders as may be set forth in the Proposed Bylaws, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

•

controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;

•

the requirement for the affirmative vote of holders of at least 2/3 of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or

TABLE OF CONTENTS

repeal certain provisions of the Proposed Charter, which could preclude stockholders from bringing matters before annual or Extraordinary General Meetings of stockholders and delay changes in the Pubco Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

•

the ability of the Pubco Board to amend the bylaws, which may allow the Pubco Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

•

advance notice procedures with which stockholders must comply to nominate candidates to the Pubco Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or Extraordinary General Meetings of stockholders and delay changes in the Pubco Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Pubco.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Pubco Board or management.

Any provision of the Proposed Charter, the Proposed Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of Pubco Common Stock and could also affect the price that some investors are willing to pay for Pubco Common Stock.

The Proposed Charter will designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between Pubco and its stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit the ability of the Pubco’s stockholders to choose the judicial forum for disputes with Pubco or its directors, officers, or employees.

The Proposed Charter, which will become effective upon the Closing, will provide that, unless the Pubco consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on its behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of its directors, officers, or other employees of Pubco or its stockholders, (iii) any action arising pursuant to any provision of the DGCL, or the certificate of incorporation or the bylaws or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. The Proposed Charter will also provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. The exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any of Pubco’s securities shall be deemed to have notice of and consented to this provision. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, or could result in increased costs for a stockholder to bring a claim, particularly if they do not reside in or near Delaware, both of which may discourage such lawsuits against us

TABLE OF CONTENTS

and our directors, officers and employees. Alternatively, if a court were to find these provisions inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, Pubco may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect Pubco’s business and financial condition.

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material nonpublic information regarding IWAC or IWAC’s securities, the Sponsor and Refreshing, and their respective directors, officers, advisors and affiliates may purchase Class A Ordinary Shares and/or Warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Ordinary Shares or vote their shares in favor of the Business Combination Proposal, or to withdraw any request for redemption. In such transactions, the purchase price for the Ordinary Shares will not exceed the Redemption Price. In addition, the persons described above will waive redemption rights, if any, with respect to the Ordinary Shares they acquire in such transactions. However, any Ordinary Shares acquired by the persons described above would not vote on the Business Combination Proposal.

In addition, if such purchases are made, the public “float” of Ordinary Shares or the Public Warrants and the number of beneficial holders of IWAC’s securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of the IWAC securities on a national securities exchange.

IWAC Shareholders who redeem their Ordinary Shares may continue to hold any Public Warrants that they own, which will result in dilution to non-redeeming IWAC shareholders upon exercise of such Public Warrants.

IWAC shareholders who redeem their Ordinary Shares may continue to hold any Public Warrants that they own at such time, which will result in additional dilution to non-redeeming holders upon exercise of such warrants. Assuming (a) all redeeming IWAC shareholders that acquired IWAC Units in the IWAC IPO and continue to hold the Public Warrants that were included in such IWAC Units, and (b) maximum redemption of Ordinary Shares held by the redeeming IWAC shareholders, 5,750,000 Public Warrants would be retained by redeeming IWAC shareholders. As a result, the redeeming IWAC shareholders would hold Public Warrants with an aggregate market value of approximately $5,754,000 as of April 20, 2023, while non-redeeming IWAC shareholders would suffer dilution in their percentage ownership and voting interest of Pubco upon exercise of the Public Warrants held by redeeming IWAC shareholders.

TABLE OF CONTENTS

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect IWAC’s business, including its ability to complete the Business Combination, and results of operations.

IWAC is subject to laws and regulations enacted by national, regional and local governments. In particular, IWAC is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on IWAC’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on IWAC’s business, including its ability to complete the Business Combination, and results of operations.

With respect to the regulation of SPACs like IWAC, on March 30, 2022, the SEC issued proposed rules relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed to complete the Business Combination.

Risks Related to Ownership of shares of Pubco Common Stock

Refreshing’s management has limited public company experience. As a result of becoming a public company, Refreshing will be subject to additional regulatory compliance requirements and if Refreshing fails to maintain an effective system of internal controls, Refreshing may not be able to accurately report its financial results or prevent fraud.

Refreshing has never operated as a public company and will incur significant legal, accounting and other expenses that Refreshing did not incur as a private company. The individuals who constitute Refreshing’s management team have limited experience managing a publicly-traded company, and limited experience complying with the increasingly complex and changing laws pertaining to public companies. Refreshing’s management team and other personnel will need to devote a substantial amount of time to compliance, and Refreshing may not effectively or efficiently manage its transition into a public company.

Refreshing expects rules and regulations such as the Sarbanes-Oxley Act of 2002 to increase its legal and finance compliance costs and to make some activities more time consuming and costly. For example, Section 404 of the Sarbanes-Oxley Act requires that Refreshing’s management report on, and its independent auditors attest to, the effectiveness of its internal control over financial reporting. Effective internal controls are necessary for Refreshing to provide reliable financial reports and effectively prevent fraud. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. Refreshing may not be able to successfully complete the procedures and certification and attestation requirements of Section 404 by the time it will be required to do so. In addition, these Sarbanes-Oxley Act requirements may be modified, supplemented or amended from time to time. Implementing these changes may take a significant amount of time and may require specific compliance training of Refreshing’s personnel. In the future, Refreshing may discover areas of its internal controls that need improvement. If Refreshing or its auditors discover additional material weaknesses or significant deficiency, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in its financial statements and harm the post-combination company’s stock price. Any inability to provide reliable financial reports or prevent fraud could harm Refreshing’s business. Refreshing may not be able to effectively and timely implement necessary control changes and employee training to ensure continued compliance with the Sarbanes-Oxley Act and other regulatory and reporting requirements. Refreshing’s recent growth rate could present challenges to maintain the internal control and disclosure control standards applicable to public companies. If Refreshing fails to successfully complete the procedures and certification and attestation requirements of Section 404, or if in the future Refreshing’s Chief Executive Officer, Chief Financial Officer or independent registered public

TABLE OF CONTENTS

accounting firm determines that Refreshing’s internal controls over financial reporting are not effective as defined under Section 404, Refreshing could be subject to sanctions or investigations by the SEC, or other regulatory authorities. Furthermore, investor perceptions of the post-combination company may suffer, and this could cause a decline in the market price of its stock. Refreshing cannot assure you that it will be able to fully comply with the requirements of the Sarbanes-Oxley Act or that management or its auditors will conclude that Refreshing’s internal controls are effective in future periods. Irrespective of compliance with Section 404, any failure of Refreshing’s internal controls could have a material adverse effect on its stated results of operations and harm its reputation.

Concentration of ownership among existing executive officers, directors and their affiliates, including the investment funds they represent, may prevent new investors from influencing significant corporate decisions.

Upon completion of the Business Combination, the post-combination company’s executive officers, directors and their affiliates, including the investment funds they represent, as a group will beneficially own approximately 61.9% of the post-combination company’s common stock, or approximately 97.0% assuming maximum redemptions. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of the Proposed Amended Charter and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control of our company or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders.

The Post-Combination Company may be a “controlled company” within the meaning of the applicable rules of the NYSE and, as a result, may qualify for exemptions from certain corporate governance requirements. If the combined company relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon the completion of the Business Combination, depending on the number of shares of common stock redeemed by the combined entity’s public stockholders, Ryan Wear will control approximately 82.2% of the voting power of the combined entity’s outstanding Common Stock assuming maximum redemptions, and Pubco may then be a “controlled company” within the meaning of applicable rules of NYSE upon the Closing of the Business Combination. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:

•

that a majority of the board consists of independent directors;

•

for an annual performance evaluation of the nominating and corporate governance and compensation committees;

•

that the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

that the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility.

While Refreshing does not intend to rely on these exemptions, the combined entity may use these exemptions now or in the future. As a result, Pubco’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE’s corporate governance requirements.

Ryan Wear will significantly influence, or depending on the amount of redemptions, may control the combined entity through his stock ownership, enabling him to elect who sits on Pubco’s board of directors, and potentially to block matters requiring stockholder approval, including any potential changes of control.

After giving effect to the Business Combination, Ryan Wear will own approximately 82.2% of its voting power (assuming maximum redemptions, but not including the contingent right to receive Earnout Shares as described more fully in the Merger Agreement). As a result, coupled with the Company’s lowered voting threshold in the Amended Charter, would allow Mr. Wear to exert significant control over matters subject to stockholder approval, as well as give him heightened voting power at the board level, allowing him to block

TABLE OF CONTENTS

stockholder action, prevent stockholders and new investors from influencing significant corporate decisions, the election and removal of Pubco’s entire board of directors and any merger, consolidation or sale of all or substantially all of the combined entity’s assets, and the ability to control the combined entity’s management and affairs. This concentrated control could, among other things, discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to the combined entity’s businesses.

If Mr. Wear were to own more than 50% of the voting power, the combined entity would be a “controlled company” within the meaning of applicable NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements; (1) that a majority of the combined entity’s board of directors consist of independent directors, (2) that the combined entity’s board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that the combined entity’s board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Pubco may intend to take advantage of these exemptions. While Refreshing has elected to not be treated as a “controlled company,” it could change that election in the future.

The price of the post-combination company’s common stock and warrants may be volatile and may decline, resulting in a loss of some or all of your investment.

Upon consummation of the Business Combination, the trading prices of the post-combination company’s Common Stock, and the post-combination company’s warrants is likely to be volatile and could fluctuate due to a variety of factors, including:

•

changes in the industries in which the post-combination company and its end customers operate;

•

developments involving post-combination company’s competitors;

•

developments involving the post-combination company’s suppliers;

•

actual or anticipated fluctuations in the post-combination company’s results of operations due to, among other things, changes in end customer demand, product life cycles, pricing, ordering patterns, and unforeseen operating costs;

•

changes in laws and regulations affecting its business, including export control laws;

•

variations in its operating performance and the performance of its competitors in general;

•

actual or anticipated fluctuations in the post-combination company’s quarterly or annual operating results;

•

publication of research reports by securities analysts about the post-combination company or its competitors or its industry or failure of securities analysts to initiate or maintain coverage of the post-combination company, changes in financial estimates or ratings by any securities analysts who follow the post-combination company, or failure to meet these estimates or the expectations of investors;

•

the public’s reaction to the post-combination company’s press releases, its other public announcements and its filings with the SEC;

•

additions and departures of executive officers or key personnel;

•

commencement of litigation involving the post-combination company;

•

changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;

•

announcements by significant end customers of changes to their product offerings, business plans, or strategies;

•

announcements by the post-combination company or its competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

TABLE OF CONTENTS

•

the volume of shares of the post-combination company’s common stock available for public sale; and

•

general economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, inflation, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism or responses to these events.

These market and industry factors may materially reduce the market price of the post-combination company common stock and warrants regardless of the operating performance of the post-combination company.

The post-combination company does not intend to pay cash dividends for the foreseeable future.

Following the Business Combination, the post-combination company currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of the post-combination company and will depend on its financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.

Future resales of Common Stock after the consummation of the Business Combination may cause the market price of the post-combination company’s securities to drop significantly, even if the post-combination company’s business is doing well.

Pursuant to the Lock-Up Agreements and the Insider Letter Agreement, after the consummation of the Business Combination and subject to certain exceptions, the Sponsor, Refreshing’s directors and officers and certain members of Refreshing will be contractually restricted from selling or transferring any of their respective shares of Common Stock (the “Lock-up Shares”). Such restrictions begin at Closing and end at varying times, ranging from six months to three years, subject, in certain circumstances, to early release upon the achievement of certain price targets, or other events. For additional information on the lock-up periods, see the sections entitled “The Business Combination — Related Agreements — Lock-Up Agreements.” Currently, a total of 18,785,000 shares will be Lock-up Shares after the consummation of the Business Combination.

However, following the expiration of such applicable lockup periods, the Sponsor, Refreshing’s directors and officers and the applicable members of Refreshing will not be restricted from selling shares of the post-combination company’s Common Stock held by them, other than by applicable securities laws. As such, sales of a substantial number of shares of post-combination company common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the post-combination company common stock. Upon completion of the Business Combination, the Sponsor, Refreshing’s directors and officers and the members of Refreshing will collectively beneficially own approximately 52.5% of the outstanding shares of post-combination company common stock, assuming that no additional public shareholders redeem their public shares in connection with the Business Combination. Assuming 11,500,000 public shares are redeemed in connection with the Business Combination, in the aggregate, the ownership of the Sponsor, Refreshing’s directors and officers and the members of Refreshing would rise to 82.2% of the outstanding shares of the post-combination company common stock.

The shares held by Sponsor, Refreshing’s directors and officers and the members of Refreshing may be sold after the expiration of the applicable lock-up period under the Lock-Up Agreements and the Insider Letter Agreement and the Registration Rights Agreement. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the post-combination company’s share price or the market price of post-combination company common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

If securities analysts do not publish research or reports about the post-combination company’s business or if they downgrade the post-combination company’s stock or the post-combination company’s sector, the Post-combination company’s stock price and trading volume could decline.

The trading market for the post-combination company common stock will rely in part on the research and reports that industry or financial analysts publish about the post-combination company or its business.

TABLE OF CONTENTS

The post-combination company will not control these analysts. In addition, some financial analysts may have limited expertise with the post-combination company’ model and operations. Furthermore, if one or more of the analysts who do cover post-combination company downgrade its stock or industry, or the stock of any of its competitors, or publish inaccurate or unfavorable research about its business, the price of the post-combination company’s stock could decline. If one or more of these analysts ceases coverage of post-combination company or fails to publish reports on it regularly, the post-combination company could lose visibility in the market, which in turn could cause its stock price or trading volume to decline.

The issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise by the post-combination company could dilute the ownership and voting power of post-combination company stockholders.

After completion of the Business Combination, the post-combination company will have 69,505,000 shares of Common Stock authorized but unissued (assuming no redemptions by our public stockholders of public shares). In addition, the Proposed Amended Charter authorizes the post-combination company to issue up to 10,000,000 shares of preferred stock with such rights and preferences as may be determined by the post-combination company board. The Proposed Amended Charter authorizes the post-combination company to issue shares of Common Stock or other securities convertible into or exercisable or exchangeable for shares of Common Stock from time to time, for the consideration and on the terms and conditions established by the post-combination company board in its sole discretion, whether in connection with a financing, an acquisition, an investment, stock incentive plans or otherwise. Such additional shares of Common Stock or such other securities may be issued at a discount to the market price of Common Stock at the time of issuance. The post-combination company’s preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of Common Stock. As discussed below, the potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for Common Stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of Common Stock. Any issuance of such securities could result in substantial dilution to the post-combination company’s then existing stockholders and cause the market price of shares of Common Stock to decline.

Following the Business Combination, Refreshing’s business and stock price may suffer as a result of its lack of public company operating experience and if securities or industry analysts do not publish or cease publishing research or reports about Refreshing, its business, or its market, or if they change their recommendations regarding Pubco Common Stock in an adverse manner, the price and trading volume of shares of Pubco Common Stock could decline.

Prior to the completion of the Business Combination, Refreshing has been a privately-held company. Refreshing’s lack of public company operating experience may make it difficult to forecast and evaluate its future prospects. If Pubco is unable to execute its business strategy, either as a result of its inability to manage effectively its business in a public company environment or for any other reason, Refreshing’s business, prospects, financial condition and operating results may be harmed.

The trading market for Pubco Common Stock will be influenced by the research and reports that industry or securities analysts may publish about Pubco, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on Pubco. If no securities or industry analysts commence coverage of Pubco, its stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover Pubco changes its recommendation regarding Refreshing’s stock in an adverse manner, or provides more favorable relative recommendations about its competitors, the price of shares of Pubco Common Stock would likely decline. If any analyst who may cover Pubco were to cease coverage of Pubco or fail to regularly publish reports on it, Pubco could lose visibility in the financial markets, which could cause Refreshing’s stock price or trading volume to decline.

A market for Refreshing’s securities may not develop, which would adversely affect the liquidity and price of Refreshing’s securities.

Following the Business Combination, the price of Refreshing’s securities may fluctuate significantly due to the market’s reaction to the Business Combination, including a significant number of redemptions by

TABLE OF CONTENTS

IWAC’s public stockholders, and general market and economic conditions. An active trading market for Refreshing’s securities following the Business Combination may never develop or, if developed, may not be sustained. In addition, the price of Refreshing’s securities after the Business Combination could vary due to general economic conditions and forecasts, its general business condition and the release of its financial reports. You may be unable to sell your securities unless a market can be established or sustained.

Pubco issuance of additional capital stock in connection with financings, acquisitions, investments, stock incentive plans or otherwise will dilute all other stockholders.

Refreshing expects to issue additional capital stock in the future that will result in dilution to all other stockholders. Refreshing expects to grant equity awards to employees, directors, and consultants under its stock incentive plans. Refreshing expects to raise capital through equity financings in the future. As part of its business strategy, Refreshing may acquire or make investments in complementary companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of Refreshing Common Stock to decline.

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from the post-combination company’s business operations.

As a public company, the post-combination company will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, the post-combination company will incur significant legal, accounting and other expenses that Refreshing did not previously incur. The post-combination company’s entire management team and many of its other employees will need to devote substantial time to compliance, and may not effectively or efficiently manage its transition into a public company.

These rules and regulations will result in the post-combination company incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for post-combination company to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for post-combination company to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers.

Provisions in the Proposed Amended Charter and the post-combination company’s bylaws and under the DGCL contain antitakeover provisions that could prevent or discourage a takeover.

Provisions in the Proposed Amended Charter and the post-combination company’s bylaws may discourage, delay or prevent a merger, acquisition or other change in control of the post-combination company that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of Common Stock, thereby depressing the market price of Common Stock. In addition, because the post-combination company board is responsible for appointing the members of the post-combination company’s management team, these provisions may frustrate or prevent any attempts by its stockholders to replace or remove its current management by making it more difficult for stockholders to replace members of the post-combination company board. Among other things, these provisions include those establishing:

•

no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•

the exclusive right of the post-combination company board to elect a director to fill a vacancy created by, among other things, the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from filling vacancies on the post-combination company board;

TABLE OF CONTENTS

•

the ability of the post-combination company board to authorize the issuance of shares of preferred stock and to determine the terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•

the ability of the post-combination company board to alter the bylaws without obtaining stockholder approval;

•

the requirement that a special meeting of stockholders may be called only by a majority vote of the post-combination company board, which may delay the ability of the post-combination company stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take action, including the removal of directors; and

•

advance notice procedures that stockholders must comply with in order to nominate candidates to the post-combination company board or to propose matters to be acted upon at an annual meeting or special meeting of stockholders, which may discourage or delay a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the post-combination company until the next stockholder meeting or at all.

Refreshing qualifies as an “emerging growth company” within the meaning of the Securities Act of 1933, as amended, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make its securities less attractive to investors and may make it more difficult to compare its performance to the performance of other public companies.

Refreshing is currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and the post-combination company will be able to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, the post-combination company’s shareholders may not have access to certain information they may deem important. Refreshing cannot predict whether investors will find the post-combination company’s securities less attractive because it will rely on these exemptions. If some investors find the Post-combination company’s securities less attractive as a result of its reliance on these exemptions, the trading prices of its securities may be lower than they otherwise would be, there may be a less active trading market for the post-combination company’s securities and the trading prices of its securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Refreshing has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the post-combination company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the post-combination company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

The Proposed Amended Charter will designate the Court of Chancery of the State of Delaware and the federal district courts of the United States of America as the exclusive forums for certain disputes between the post-combination company and its stockholders, which will restrict such stockholders’ ability to choose the judicial forum for disputes with the post-combination company or its directors, officers, or employees.

The Proposed Amended Charter provides that the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court

TABLE OF CONTENTS

located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) is the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on behalf of the post-combination company; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of the post-combination company’s current or former directors, officers, or other employees to the post-combination company or its stockholders; (iii) any action or proceeding asserting a claim against the post-combination company or any of its current or former directors, officers or other employees arising out of or pursuant to any provision of the DGCL, the Proposed Amended Charter or the bylaws; (iv) any action or proceeding to interpret, apply, enforce or determine the validity of the Proposed Amended Charter or the bylaws (including any right, obligation, or remedy thereunder); (v) any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; and (vi) any action or proceeding asserting a claim against the post-combination company or any of its current or former directors, officers, or other employees that is governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction, or the Securities Act. In addition, to prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the Proposed Amended Charter provides that, unless the post-combination company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. However, as Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, there is uncertainty as to whether a court would enforce such provision. The Proposed Amended Charter further provides that any person or entity holding, owning or otherwise acquiring any interest in any of the post-combination company’s securities shall be deemed to have notice of and consented to these provisions.

These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the post-combination company or its directors, officers, or other employees. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against the post-combination company, its directors, officers, or other employees in a venue other than in the federal district courts of the United States of America. In such instance, the post-combination company would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of the Proposed Amended Charter. This may require significant additional costs associated with resolving such action in other jurisdictions and the post-combination company cannot assure you that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive-forum provision in the Proposed Amended Charter to be inapplicable or unenforceable in an action, the post-combination company may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could harm the post-combination company’s business.

Actions of stockholders could cause the post-combination company to incur substantial costs, divert management’s attention and resources and have an adverse effect on its business.

The post-combination company may, from time to time, be subject to proposals and other requests from stockholders urging the post-combination company to take certain corporate actions, including proposals seeking to influence its corporate policies or effect a change in its management. In the event of such stockholder proposals, particularly with respect to matters which the post-combination company management and board of directors, in exercising their fiduciary duties, disagree with or have determined not to pursue, the post-combination company’s business could be adversely affected because responding to actions and requests of stockholders can be costly and time-consuming, disrupting its operations and diverting the attention of management and its employees. Additionally, perceived uncertainties as to the post-combination company’s future direction may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel, business partners and end customers.

TABLE OF CONTENTS

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, the price of our common stock may be adversely affected, and our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of the applicable listing standards for the NYSE. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources.

We are required to establish and maintain appropriate internal control over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, financial condition or results of operations. In addition, when required, management’s assessment of internal control over financial reporting may identify weaknesses and conditions that need to be addressed in our internal control over financial reporting, or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, or disclosure of management’s assessment of our internal control over financial reporting, may have an adverse impact on the price of our Common Stock.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. If, in the future, any of these new or improved controls do not perform as expected, a potential material weaknesses of Refreshing may not be remediated or new material weaknesses may not be identified.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of shares of Pubco common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NYSE.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal control over financial reporting, and for certain issuers, an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal control over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or how costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In addition, although attestation requirements by our independent registered public accounting firm are not presently applicable to us, we could become subject to these requirements in the future, and we may encounter problems or delays in completing the implementation of any resulting changes

TABLE OF CONTENTS

to internal control over financial reporting. In the event that our Chief Executive Officer or Chief Financial Officer determines that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of shares of Pubco common stock will be affected; however, we believe that there is a risk that investor confidence and share value may be negatively affected.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our Common Stock.

Risks Related to Redemption

There is no guarantee that a Public Shareholder’s decision whether to redeem its shares of Ordinary Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

We cannot assure you as to the price at which a Public Shareholder may be able to sell the Pubco Common Stock in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Merger, may cause an increase in the Pubco stock price, and may result in a lower value realized now than an IWAC shareholder might realize in the future had the shareholder not elected to redeem such shareholder’s Public Shares. Similarly, if a Public Shareholder does not redeem such shareholder’s shares, such shareholder will bear the risk of ownership of shares of Pubco Common Stock after the consummation of the Business Combination, and there can be no assurance that a Pubco stockholder can sell such stockholder’s Pubco Common Stock in the future for a greater amount than the Redemption Price set forth in this proxy statement/prospectus. An IWAC Public Shareholder should consult such shareholder’s own tax or financial advisor for assistance on how this may affect its individual situation.

IWAC intends to comply with the U.S. federal proxy rules in conducting redemptions in connection with the Business Combination. However, despite IWAC’s compliance with these rules, if an IWAC shareholder fails to receive IWAC’s proxy materials, such shareholder may not become aware of the opportunity to redeem its Ordinary Shares. In addition, this proxy statement/prospectus provides the various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a Public Shareholder fails to comply with these or any other procedures, its Public Shares may not be redeemed.

In order to exercise their redemption rights, Public Shareholders are required to deliver their Public Shares, either physically or electronically using The Depository Trust Company’s DWAC System, to IWAC’s transfer agent prior to the vote at the Extraordinary General Meeting. If a Public Shareholder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination is consummated, IWAC will redeem these Public Shares for a pro rata portion of the funds deposited in the Trust Account and the Public Shareholder will no longer own such Public Shares following the Merger. See the section entitled “Extraordinary General Meeting of the Shareholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of IWAC shareholders of which you are a part is deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, or all of the members of such group in the aggregate) will lose the ability to redeem all such Public Shares in excess of 15% of the public shares.

A Public Shareholder, together with any of such shareholder’s affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate such shareholder’s Public Shares or, if part of such a group, the group’s public

TABLE OF CONTENTS

shares, in excess of 15% of the Public Shares, without the prior consent of the IWAC Board. However, IWAC shareholders’ ability to vote all of their Public Shares (including such excess shares) for or against the Business Combination Proposal is not restricted by this limitation on redemptions. Your inability to redeem any such excess Public Shares could result in you suffering a material loss on your investment in IWAC if you sell such excess Public Shares in open market transactions. IWAC cannot assure you that the value of such excess Public Shares will appreciate over time following the Business Combination or that the market price of the Public Shares will exceed the per share Redemption Price.

Risks Related to IWAC

Public Shareholders have limited rights or interests in funds in the Trust Account. For Public Shareholders to liquidate their investment, therefore, they may be forced to sell Public Securities, potentially at a loss.

Public Shareholders will be entitled to receive funds from the Trust Account either (a) because they hold Public Shares or (b) they hold Public Shares through IWAC Units and have elected to separate such IWAC Units into the underlying Public Shares and warrants prior to exercising redemption rights with respect to the Public Shares, only upon (i) such Public Shareholder’s exercise of redemption rights in connection with IWAC’s initial business combination (which will be the Business Combination, should it occur) and then only in connection with those Public Shares that such Public Shareholder properly elected to redeem or (ii) the redemption of Public Shares if IWAC is unable to complete an initial business combination by June 13, 2023 (unless such date is extended by the Sponsor, as set forth in the IPO Prospectus), subject to applicable law and as further described herein. In addition, if IWAC is unable to complete an initial business combination by June 13, 2023 (unless such date is extended by the Sponsor, as set forth in the IPO Prospectus), compliance with applicable law and IWAC’s Current Articles may result in a delay in winding up IWAC and may require IWAC submit a plan of dissolution to its then-existing shareholders for approval prior to the distribution of the proceeds held in IWAC’s Trust Account. In that case, Public Shareholders may be forced to wait beyond June 13, 2023 before they receive funds from the Trust Account. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, Public Shareholders may be forced to sell their Public Shares, potentially at a loss.

As of April 10, 2023, IWAC had approximately $121.5 million in cash held in trust. Further, IWAC has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans, including the Business Combination. IWAC cannot assure you that its plans to raise capital or to consummate an initial business combination, including the Business Combination, will be successful. These factors, among others, raise substantial doubt about its ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from its inability to consummate the Business Combination or its inability to continue as a going concern.

IWAC has identified a material weakness in its internal control over financial reporting as of December 31, 2022. If IWAC is unable to develop and maintain an effective system of internal control over financial reporting, IWAC may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in IWAC and materially and adversely affect its business and operating results.

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, IWAC’s management is responsible for establishing and maintaining adequate internal control over financial reporting. IWAC’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of IWAC’s financial statements for external reporting purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in IWAC’s financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

TABLE OF CONTENTS

or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we have not maintained effective internal control over financial reporting as of December 31, 2022 due to the material weakness described below.

The material weakness identified relates to the fact that we have not yet designed and maintained effective controls relating to the financial statement close process which resulted in errors in the classification of investing activities in of our statement of cash flows. Specifically, we incorrectly presented dividends earned and reinvested in money market mutual funds on the trust account within the cash flows from operating activities section on our statement of cash flows.

To remediate this material weakness, our CFO intends to perform additional postclosing review procedures including a review of the classification of earnings on the trust account and confirmation of amounts and balances with the trustee.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses may be time-consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and adversely affect our business and operating results. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Holders of Public Shares may be held liable for claims by third parties against IWAC to the extent of distributions received by them upon Redemption of their shares.

The Sponsor has agreed that, if IWAC liquidates the Trust Account prior to the consummation of a business combination, it will be liable to pay debts and obligations to IWAC businesses or vendors or other entities that are owed money by IWAC for services rendered or contracted for or products sold to IWAC in excess of the net proceeds of IWAC’s IPO not held in the Trust Account, and will not seek repayment for such expenses, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the Trust Account and only if such parties have not executed a waiver agreement. However, there can be no assurances that it will be able to satisfy those obligations if it is required to do so.

If IWAC is forced to enter into an insolvent liquidation or file a bankruptcy case or an involuntary bankruptcy case is filed against IWAC which is not dismissed, any distributions received by Public Shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as a “preferential transfer,” a “fraudulent preference, conveyance or disposition” or a similarly unlawful transaction (for example if it was proved that, immediately following the date on which the distribution was made, IWAC was unable to pay its debts as they fall due in the ordinary course of business). As a result, a liquidator or bankruptcy court could seek to recover all amounts received by IWAC’s Public Shareholders. Furthermore, because IWAC intends to distribute the proceeds held in the Trust Account to IWAC’s Public Shareholders promptly after expiration of the time IWAC has to complete an initial business combination, this may be viewed or interpreted as giving preference to IWAC’s Public Shareholders over any potential creditors with respect to access to or distributions from IWAC’s assets. Furthermore, the IWAC Board may be viewed as having breached its fiduciary and/or having acted in bad faith, thereby exposing itself and IWAC to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. There is no assurance that claims will not be brought against IWAC for these reasons.

TABLE OF CONTENTS

Although IWAC seeks to have all vendors, service providers (other than its independent auditors) or other entities with which it does business, execute agreements with IWAC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of IWAC’s Public Shareholders, as well as distributions to Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Public Shareholders or claims challenging the enforceability of the waiver.

If third parties bring claims against IWAC, the proceeds held in the Trust Account could be reduced and the Redemption Price received by Public Shareholders may be less than $10.20 per share.

IWAC’s placing of funds in the Trust Account may not protect those funds from third-party claims against IWAC. Although IWAC seeks to have all vendors, service providers (other than its independent registered public accounting firm), or other entities with which it does business execute agreements with IWAC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of IWAC’s Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against IWAC’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, IWAC’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to IWAC than any alternative.

Examples of possible instances where IWAC may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with IWAC and will not seek recourse against the Trust Account for any reason. Upon Redemption of IWAC’s Public Shares, if IWAC is unable to complete its initial business combination within the prescribed time frame, or upon the exercise of a Redemption Right in connection with the Business Combination, IWAC will be required to provide for payment of claims of creditors that were not waived that may be brought against IWAC within the ten years following Redemption. Accordingly, the Redemption Price received by Public Shareholders could be less than the $[•] held in the Trust Account as of [RECORD DATE], 2023, due to claims of such creditors. In such event, IWAC may not be able to complete an initial business combination, and you would receive such lesser amount per share in connection with any Redemption of your Public Shares.

The Sponsor has agreed that, if IWAC liquidates the Trust Account prior to the consummation of a business combination, it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to IWAC. Accordingly, if a claim brought by a target business or vendor did not exceed the amount of funds available to IWAC outside of the Trust Account or available to be released to IWAC from interest earned on the trust account balance, the Sponsor would not have any obligation to indemnify such claims as they would be paid from such available funds. However, if a claim exceeded such amounts, the only exceptions to the Sponsor’s obligations to pay such claim would be if the party executed an agreement waiving any right, title, interest or claim of any kind they have in or to any monies held in the trust account. IWAC has not asked the Sponsor to reserve any amount to satisfy any indemnification obligations that may arise and its only assets are expected to be IWAC’s securities. Accordingly, IWAC believes it is unlikely that the Sponsor will be able to satisfy these indemnification obligations if it is required to do so. Therefore, IWAC cannot assure you that the per-share distribution from the Trust Account, if we liquidate the Trust Account because IWAC has not completed a business combination within the required time period, will not be less than $10.20.

TABLE OF CONTENTS

IWAC’s directors may decide not to enforce the indemnification obligations of the Sponsor under the Insider Letter Agreement, resulting in a reduction in the amount of funds in the Trust Account available for distribution to IWAC’s Public Shareholders.

In the event that the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, IWAC’s independent directors would determine whether to take legal action against Sponsor to enforce its indemnification obligations. While IWAC currently expects that its independent directors would take legal action on behalf of IWAC against Sponsor to enforce its indemnification obligations to IWAC, it is possible that IWAC’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If IWAC’s independent directors choose not to enforce these indemnification obligations, there may be less funds in the Trust Account available for distribution to IWAC’s Public Shareholders.

If, after IWAC distributes the proceeds in the Trust Account to its Public Shareholders, IWAC files a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against IWAC that is not dismissed, a bankruptcy or other court may seek to recover such proceeds and the members of the IWAC Board may be viewed as having breached their fiduciary duties to IWAC’s creditors, thereby exposing the members of the IWAC Board and IWAC to claims of punitive damages.

If, after IWAC distributes the proceeds in the Trust Account to its Public Shareholders, IWAC files a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against IWAC that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/ creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a bankruptcy court could seek to recover all amounts received by IWAC’s shareholders. In addition, the IWAC Board may be viewed as having breached its fiduciary duty to IWAC’s creditors and/or having acted in bad faith, thereby exposing itself and IWAC to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect the business, investments and results of operations of IWAC.

IWAC is subject to laws and regulations enacted by national, regional and local governments. In particular, IWAC is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of operations of IWAC. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on IWAC’s business and results of operations.

IWAC’s outstanding Warrants may have an adverse effect on the market price of Ordinary Shares or may create dilution for Public Shareholders.

IWAC has issued Warrants that will result in the issuance of additional Ordinary Shares. Such securities, when converted or exercised, will increase the number of issued and outstanding Ordinary Shares. The sale, or even the possibility of sale, of the shares underlying the Warrants could have an adverse effect on the market price for IWAC’s securities. If and to the extent these Warrants are converted or exercised, IWAC’s Public Shareholders may experience dilution to their holdings.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for IWAC to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that IWAC evaluate and report on its system of internal controls. Following the initial business combination, if the Company is deemed to be a large accelerated filer

TABLE OF CONTENTS

or an accelerated filer, it will be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. Further, for as long as the Company remains an emerging growth company, it will not be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. Following the Business Combination, the Company will be required to assure that it is in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The need to develop the internal control system to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete the Business Combination as well as impose obligations of the Company following the Business Combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

•

restrictions on the nature of our investments; and

•

restrictions on the issuance of securities, each of which may make it difficult for us to complete the Business Combination.

In addition, we may have imposed upon us burdensome requirements, including:

•

registration as an investment company with the SEC;

•

adoption of a specific form of corporate structure; and

•

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We do not believe that our principal activities and the Business Combination will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. An investment in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination (which shall be the Business Combination should it occur); (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Ordinary Shares the right to have their shares redeemed in connection with our initial business combination (which shall be the Business Combination should it occur) or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A Ordinary Shares; or (iii) absent an initial business combination (which shall be the Business Combination should it occur) within 24 months from the closing of our initial public offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we

TABLE OF CONTENTS

were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete the Business Combination, our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our warrants will expire worthless.

On March 30, 2022, the SEC issued proposed rules relating to, among other matters, the extent to which SPACs could become subject to regulation under the Investment Company Act. The SEC’s proposed rule under the Investment Company Act would provide a safe harbor for SPACs from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The duration component of the proposed safe harbor rule would require a SPAC to file a report on Form 8-K with the Commission announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination no later than 18 months after the effective date of the SPAC’s registration statement for its initial public offering. The SPAC would then be required to complete its initial business combination no later than 24 months after the effective date of its registration statement for its initial public offering. Although that proposed safe harbor rule has not yet been adopted, the SEC has indicated that are serious questions concerning the applicability of the Investment Company Act to a SPAC that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule.

The proposed safe harbor rule has not yet been adopted, and one or more elements of the proposed safe harbor rule may not be adopted or may be adopted in a revised form. However, if we were deemed to be an investment company for purposes of the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and could increase the costs and time needed to complete a business combination or impair our ability to complete a business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

In connection with the Extraordinary General Meeting, Public Shareholders may need to comply with specific requirements for redemption of their Public Shares that may make it more difficult for Public Shareholders to exercise their redemption rights prior to the deadline for exercising their rights.

In connection with any shareholder meeting called to approve a proposed initial business combination, each Public Shareholder will have the right, regardless of whether it is voting for or against such proposed business combination, to demand that IWAC convert its Public Shares into a share of the Trust Account. Such redemption will be effectuated under Cayman Islands law as a redemption of the Ordinary Shares, with the Redemption Price to be paid being the applicable pro rata portion of the monies held in the Trust Account. IWAC may require Public Shareholders who wish to convert their Public Shares in connection with a proposed business combination to either tender their certificates (if any) and redemption forms to the Transfer Agent or to deliver their share certificates (if any) and other redemption forms to the Transfer Agent electronically using DTC’s DWAC System. In order to obtain a physical share certificate, a Public Shareholder’s broker and/or clearing broker, DTC and the Transfer Agent will need to act to facilitate this request. It is IWAC’s understanding that Public Shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because IWAC does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. It is also IWAC’s understanding that it takes a short time to deliver shares through the DWAC System. However, this too may not be the case. Accordingly, if it takes longer than IWAC anticipates for Public Shareholders to deliver their share certificates (if any) and other redemption forms, Public Shareholders who wish to convert may be unable to meet the deadline for exercising their redemption rights and thus may be unable to convert their Public Shares.

Additionally, pursuant to IWAC’s Current Articles, IWAC is required to give a minimum of only five clear days’ notice for an extraordinary general meeting. As a result, if IWAC requires Public Shareholders who wish to redeem their Public Shares for the right to receive a pro rata portion of the funds in the Trust Account to comply with specific delivery requirements for redemption, holders may not have sufficient time to receive

TABLE OF CONTENTS

the notice and deliver their share certificates (if any) and other redemption forms for redemption. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain IWAC’s securities when they otherwise would not want to.

If IWAC requires Public Shareholders who wish to convert their Public Shares to comply with the delivery requirements for redemption, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.

If IWAC requires Public Shareholders who wish to redeem their Public Shares to comply with specific delivery requirements for redemption described above and such proposed business combination is not consummated, IWAC will promptly return such certificates to the tendering Public Shareholders. Accordingly, investors who attempted to redeem their shares in such a circumstance will be unable to sell their securities after the failed acquisition until IWAC has returned their securities to them. The market price for IWAC’s shares may decline during this time and IWAC’s Public Shareholders may not be able to sell their securities when they wish to, even while other shareholders that did not seek redemption may be able to sell their securities.

Because IWAC is incorporated under the laws of the Cayman Islands, Public Shareholders may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. Federal courts may be limited.

Because IWAC is currently incorporated under the laws of the Cayman Islands, Public Shareholders may face difficulties in protecting their interests and their ability to protect their rights through the U.S. federal courts may be limited prior to the Domestication. IWAC is currently an exempted company under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon IWAC’s directors or officers, or enforce judgments obtained in the United States courts against IWAC’s directors or officers.

Until the Domestication is effected, IWAC’s corporate affairs are governed by the Current Articles, the Cayman Islands Companies Act and the common law of the Cayman Islands. The rights of IWAC Securityholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to IWAC under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of IWAC’s Securityholders and the fiduciary responsibilities of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

IWAC has been advised by its Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against IWAC judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against IWAC predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

	Page
BASIS OF PRESENTATION AND GLOSSARY		3
TRADEMARKS		9
MARKET AND INDUSTRY DATA		9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		9
QUESTIONS AND ANSWERS		11
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		32
RISK FACTORS		52
EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS		89
PROPOSAL 1: THE NTA PROPOSAL		95
PROPOSAL 2: THE DOMESTICATION PROPOSAL		97
PROPOSAL 3: THE BUSINESS COMBINATION PROPOSAL		109
PROPOSAL 4: THE CHARTER PROPOSAL		153
PROPOSALS 5 – 9: THE ORGANIZATIONAL DOCUMENTS PROPOSALS		158
PROPOSAL 10: THE NYSE PROPOSAL		161
PROPOSAL 11: THE DIRECTOR ELECTION PROPOSAL		163
PROPOSAL 12: THE ADJOURNMENT PROPOSAL		164
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION		165
INFORMATION ABOUT IWAC		175
DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF IWAC PRIOR TO THE BUSINESS COMBINATION		180
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OF IWAC		186
INFORMATION ABOUT REFRESHING USA, LLC		191
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		198
MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION		203
EXECUTIVE COMPENSATION		207
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		210
BENEFICIAL OWNERSHIP OF SECURITIES		213
DESCRIPTION OF SECURITIES		218
COMPARISON OF THE RIGHTS OF HOLDERS OF ORDINARY SHARES AND COMMON STOCK		226
APPRAISAL OR DISSENTERS’ RIGHTS		229
HOUSEHOLDING INFORMATION		229
TRANSFER AGENT AND REGISTRAR		230
SUBMISSION OF PROPOSALS		230
FUTURE PROPOSALS		230
WHERE YOU CAN FIND MORE INFORMATION		230
LEGAL MATTERS		231
EXPERTS		231
INDEX TO FINANCIAL STATEMENTS		F-1

	Page
Annex A — Agreement and Plan of Merger		A-1
Annex B — Form of Interim Charter		B-1
Annex C — Form of IWAC Bylaws		C-1
Annex D — Form of Proposed Charter		D-1
Annex E — Form of Proposed Bylaws		E-1
Annex F — Fairness opinion of ValueScope, Inc		F-1