Refreshing USA to go public via merger with Integrated Wellness Acquisition

Refreshing USA and Integrated Wellness Acquisition Corp announced they have entered into a definitive agreement and plan of merger. Under the Merger Agreement, IWAC Holdings Inc., a newly formed Delaware corporation, will acquire both Refreshing USA and Integrated Wellness and upon the closing of the proposed transaction, Pubco will operate under the "Refreshing USA" name and is expected to be listed on New York Stock Exchange under the new ticker symbol "RUSA." Refreshing USA is a national US independent automated and unattended retailer in synch with retail automation trends and labor concerns throughout the world. Refreshing USA was established in 2020 with the goal of revolutionizing the convenience services industry and to deliver the perfect refreshment experience with state-of-the-art equipment, fresh and appealing products, and unparalleled service. Following the Transaction, Refreshing USA will continue to be led by its highly experienced leadership team of growth experts, including 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. Under the terms of the Merger Agreement, the Transaction is valued at an estimated pro-forma enterprise value of approximately $197.97 million. 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. Upon completion of the Transaction, Refreshing USA shareholders will retain 100% of their equity and own 52.67% of the pro forma company at closing, in each case assuming no redemptions by Integrated Wellness’ public shareholders. The Transaction is expected to close in the first half of 2023 and is subject to approval by Integrated Wellness’ shareholders, regulatory approval, and other customary closing conditions.