Refreshing USA entered into a definitive agreement and plan of merger to acquire Integrated Wellness Acquisition Corp from IWH Sponsor LP and others for $160 million in a reverse merger transaction.
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.