Refreshing USA entered into a letter of intent to acquire Integrated Wellness Acquisition Corp (NYSE:WEL) from IWH Sponsor LP and others in a reverse merger transaction on September 21, 2022. Refreshing USA entered into a definitive agreement and plan of merger to acquire Integrated Wellness Acquisition Corp (NYSE:WEL) from IWH Sponsor LP and others for $160 million in a reverse merger transaction on February 10, 2023. Under the Merger Agreement, Refreshing USA and Integrated Wellness will be merged and operate under the "Refreshing USA" name and is expected to be listed on New York Stock Exchange under the new ticker symbol "RUSA." Current Refreshing USA shareholders will retain 100% of their equity and will continue to own approximately 52.67% of the combined company on a pro forma basis, assuming no redemptions by Integrated Wellness? public shareholders. Sellers will have the contingent right to receive up to an additional shares 4,000,000 shares of Common Stock as earnout consideration after the Closing. Following the transaction, Refreshing USA will continue to be led by Ryan Wear, Founder and Chief Executive Officer; Jeremy Briggs, Director of Finance; Doug Potts, Director of Administration; Mike Melton, Director of Operations; Bryce Froberg, Director of Sales and Marketing; and Nickolas Streeter, Director of Research and Development.

The transaction is subject to approval by Integrated Wellness? shareholders, Refreshing USA's shareholder approval, regulatory approval, expiration of the applicable waiting period under any antitrust laws, the registration statement of which the proxy statement/prospectus forms a part having been declared effective by the SEC, the shares of Pubco Common Stock and the Pubco Warrants having been have been approved for listing on NYSE and other customary closing conditions. IWAC?s Board unanimously approved the Merger Agreement. The transaction is expected to close in the first half of 2023. As of March 8, 2023, IWH Sponsor LP has requested that WEL extend the date by which WEL has to consummate a business combination from March 13, 2023 to June 13, 2023. Integrated Wellness Acquisition has extended the date to complete its initial business combination from March 13, 2023 to June 13, 2023. As of May 4, 2023, as per Company?s amended and restated memorandum and articles of association Integrated Wellness Acquisition would be required to consummate a business combination (the ?Extension?) from June 13, 2023 (the ?Termination Date?) to December 13, 2023 (or such earlier date as determined by the Company?s board of directors in its sole discretion) (the ?Extended Date?) (such period, the ?Extension Period? and such proposal, the ?Extension Amendment Proposal?). At close, Refreshing USA expects up to $105.78 million of gross cash proceeds, assuming no redemptions by Integrated Wellness? shareholders, and intends to use net proceeds to fund continuing growth and expansion of the business, both organically and via acquisitions.

BTIG, LLC is serving as the capital markets advisor to Integrated Wellness. Alliance Global Partners acted as financial advisor with a service fee of $4.8 million and Barry I. Grossman of Ellenoff Grossman & Schole LLP acted as legal advisor to Integrated Wellness. Peter Campitiello of McCarter & English, LLP acted as legal advisor to Refreshing USA. Ogier Group L.P. acted as legal advisor while ValueScope, Inc. acted as fairness opinion provider to Integrated Wellness. Barry I. Grossman of Ellenoff Grossman & Schole LLP acted as legal advisor to IWH Sponsor LP. Morrow Sodali LLC acted as information agent to Integrated Wellness and received $25,000 as fees for service rendered. Continental Stock Transfer & Trust Company acted as transfer agent to Integrated Wellness.

Refreshing USA, LLC cancelled the acquisition of Integrated Wellness Acquisition Corp (NYSE:WEL) on September 26, 2023. Pursuant to Section 8.1(b) thereof, since the conditions to the closing of the initial business combination were not satisfied or waived by the outside date of July 31, 2023 (the ?Termination?). As a result, the Merger Agreement is of no further force and effect, with the exception of certain specified provisions in the Merger Agreement, which shall survive the Termination and remain in full force and effect in accordance with their respective terms. The Company and its sponsor intend to seek alternative ways to consummate an initial business combination.