Wellous, Kairous Acquisition enter definitive merger agreement

Wellous Group and Kairous Acquisition announced that it has entered into a definitive merger agreement that will result in Wellous becoming a publicly listed company upon the closing of the transaction contemplated there in. Upon closing, the combined company will be renamed "Wellous Group Holdings Limited" and expects to list its ordinary shares on Nasdaq. Founded in 2016, Wellous started off as a homegrown brand focusing on sharing and harnessing the benefits of mother nature to communities through carefully curated formulations. The Company prides itself not only as a nutrition company aiming to provide health food and supplements that meet, and exceed the expectations of its product users, but also as an innovative technology-forward company with a platform available to its thousands of "techpreneurs" – individuals with sophisticated social media marketing skills, as well as nutrition and fitness knowledge-transfer capabilities – to utilize the Company’s Five5S sales platform to establish, enhance and expand its relationship with product users. Wellous sources its ingredients naturally, from geographically diverse origins, and works diligently to ensure it upholds high standards while curating its products. Wellous and its products are trusted brands, as evidenced by numerous awards accumulated over the past several years. As provided in the Merger Agreement, the merger consideration is $270 million, payable by newly-issued securities of the Combined Company valued at $10.10 per share. Additional earnout shares may be issuable to Wellous stockholders after closing, upon achievement of certain trading price-based and/or profitability targets. Cash proceeds raised will consist of Kairous’s approximately $21 million in trust which is anticipated to support the Company’s growth capital needs and to be used for general working capital purposes. After the closing, Wellous shareholders are expected to retain a majority of the outstanding shares of the Combined Company and Wellous will designate a majority of proposed directors for the Combined Company’s board. The Wellous management team, led by its co-founders Andy Tan and Henry Chin, will continue to run the Combined Company after the closing of the Proposed Transaction. The boards of directors of both Wellous and Kairous have unanimously approved the Proposed Transaction, which is expected to be completed in mid-2023, subject to, among other things, approval by Kairous’ and Wellous’ shareholders, and satisfaction of the conditions provided in the Merger Agreement, including regulatory approvals and other customary closing conditions, including a registration statement in connection with the Proposed Transaction being declared effective by the U.S. Securities and Exchange Commission .