8-K
Integrated Wellness Acquisition Corp (WELNF)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 10, 2023
INTEGRATED WELLNESS ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41131 | 98-1615488 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
148 N Main Street
Florida, NY 10921
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(845) 651-5039
Not
Applicable (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | WEL.U | The New York Stock Exchange |
| Class A ordinary shares included as part of the units | WEL | The New York Stock Exchange |
| Redeemable warrants included as part of the units | WEL.WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure. |
|---|
Included as Exhibit 99.1 to this Current Report on Form 8-K is an investor presentation (the “Investor Presentation”) that Integrated Wellness Acquisition Corp., a Cayman Islands exempted company (including successors thereto, including following the domestication described below, “Integrated Wellness”), and Refreshing USA, LLC, a Washington limited liability company (“Refreshing”), plan to use in various meetings with securities analysts, investors and others regarding matters relating to the proposed Transaction (as defined below). The Investor Presentation is being furnished herewith and is incorporated herein by reference.
Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
|---|
On February 10, 2023, Integrated Wellness issued a joint press release with Refreshing announcing the execution of a definitive Agreement and Plan of Merger, dated as of February 10, 2023 (the “Merger Agreement”), with certain other parties, including IWAC Holdings Inc., a Delaware corporation (“Pubco”), formed in connection with the consummation of the transactions contemplated by the Merger Agreement (the “Transaction”). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, (i) prior to consummation of the Transaction, Integrated Wellness will transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to redomicile as and become a Delaware corporation pursuant to the Cayman Islands Companies Law and the applicable provisions of the Delaware General Corporation Law (the “Domestication”), (ii) IWAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco, will merge with and into Integrated Wellness, with Integrated Wellness continuing as the surviving entity (the “Purchaser Merger”), (iii) in connection with Purchaser Merger, each outstanding share of Integrated Wellness common stock shall automatically convert into one share of Pubco common stock (“Pubco Common Stock”), (iv) each outstanding whole Integrated Wellness warrant shall automatically convert into one warrant to purchase shares of Pubco Common Stock on substantially the same terms and conditions, (v) Refreshing USA Merger Sub LLC., a Washington limited liability company and a wholly-owned subsidiary of Pubco, will merge with and into Refreshing, with Refreshing continuing as the surviving entity (the “Company Merger”, and together with the Purchaser Merger, the “Transaction”) and (vi) in connection with the Company Merger, stakeholders of Refreshing will receive shares of newly issued 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, and the contingent right to receive up to $40,000,000 of additional shares of Pubco common stock as earnout consideration after the closing of the Transaction. As a result of the Transaction, Integrated Wellness and Refreshing will become wholly-owned subsidiaries of Pubco, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law, as amended, and the Washington Limited Liability Company Act.
A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Forward-Looking Statements
*This Current Report on Form 8-K and the Exhibitshereto (“Report”) may contain, and certain oral statements made by representatives of Pubco and its respective affiliates,from time to time may contain, “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section21E of the Exchange Act. Statements regarding Integrated Wellness and Refreshing’s expectations with respect to anticipated financialimpacts of the proposed Transaction, the timing of the completion of the proposed Transaction, Refreshing’s projected financialand operational performance, new product offerings that Refreshing may introduce, and related matters, as well as all other statementsother than statements of historical fact included in this Report, are forward-looking statements. When used in this Report, words suchas “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to Integrated Wellness or Refreshing’smanagement team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as wellas assumptions made by, and information currently available to, Integrated Wellness’ and Refreshing’s management. Actual resultscould differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in IntegratedWellness’ and Pubco’s filings with the Securities and Exchange Commission (“SEC”). Most of these factorsare outside the control of Integrated Wellness and Pubco and are difficult to predict. In addition to factors disclosed in IntegratedWellness and Pubco’s filings with the SEC, the following factors, among others, could cause actual results and the timing of eventsto differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the risk that theTransaction may not be completed in a timely manner or at all, which may adversely affect the price of the securities of Integrated Wellness;the risk that the Transaction may not be completed by Integrated Wellness’ business combination deadline and the potential failureto obtain an extension of the business combination deadline if sought by Integrated Wellness; inability to meet the closing conditionsto the Transaction, including the occurrence of any event, change, legal proceedings instituted against Refreshing or against IntegratedWellness related to the Merger Agreement or the management team, or other circumstances that could give rise to the termination of theMerger Agreement; the inability to complete the Transaction contemplated by the Merger Agreement due to the failure to obtain approvalof Integrated Wellness’ shareholders and the receipt of certain governmental and regulatory approvals; changes in Pubco’scapital structure; redemptions exceeding a maximum threshold or the failure to maintain the listing of Integrated Wellness’ securitiesor failure of Pubco to meet The New York Stock Exchange’s initial listing standards in connection with the consummation of the contemplatedTransaction; costs related to the Transaction contemplated by Merger Agreement and the failure to realize anticipated benefits of theTransaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions;a delay or failure to realize the expected benefits from the proposed Transaction including Refreshing’s ability to effectivelydevelop and successfully market new products, solutions and services, and to effectively address cost reductions and other changes inits industry; risks related to disruption of management’s time from ongoing business operations due to the proposed Transaction;changes in the markets in which Refreshing competes, including with respect to its competitive landscape, technology evolution or theimpact of regulatory changes on solutions, services, labor matters, international economic, political, legal, compliance and businessfactors; developments and uncertainties in domestic and foreign trade policies and regulations, and other regulations which may causecontractions or affect growth rates and cyclicality of markets Refreshing serves; disruptions relating to war, terrorism, widespread protestsand civil unrest, man-made and natural disasters, public health issues and other events; changes in domestic and global general economicconditions; risk that Refreshing may not be able to execute its growth strategies; security breaches or other disruptions of Refreshinginformation technology systems or violations of data privacy laws; risks related to the ongoing COVID-19 pandemic and response, includingnew variants of the virus; the pace of recovery in the markets in which Refreshing operates; global supply chain disruptions and potentialstaffing shortages at potential customers which may have a trickle-down effect on Refreshing; the risk that Refreshing may not be ableto develop and maintain effective internal controls; changes in interest rates; increased competition and the ability to generate sufficientcash to fulfill obligations; loss of certain key officers; loss of continued relationships with customers or bus operators; and Pubco’ssuccess at managing the foregoing items. The forward-looking statements are based upon management’s beliefs and assumptions; andother risks and uncertainties to be identified in the Form S-4 registration/proxy statement (when available) relating to the Transaction,including those under “Risk Factors” therein, and in other filings with the SEC made by Integrated Wellness or Pubco. Eachof Integrated Wellness, Pubco and Refreshing undertake no obligation to update these statements for revisions or changes after the dateof this Report except as required by law. *****
The financial projections presented inthis Report represent the current estimates by Refreshing’s management of future performance based on various assumptions, whichmay or may not prove to be correct. Refreshing’s independent registered public accounting firm has not audited, reviewed, compiledor performed any procedures with respect to the projections and accordingly they did not express an opinion or provide any other formof assurance with respect thereto. These projections should not be relied upon as being necessarily indicative of future results. Theassumptions and estimates underlying these projections are inherently uncertain and are subject to a wide variety of significantbusiness, economic and competitive risks that could cause actual results to differ materially from those contained in these projections.Accordingly, there can be no assurance that these projections will be realized. Further, industry experts may disagree with these assumptionsand with management's view of the market and the prospects for Refreshing.
Additional Information and Where to FindIt
In connection with the proposed Transaction,Pubco intends to file a Registration Statement on Form S-4 (the “Form S-4”) with the SEC, which will include a preliminaryprospectus with respect to its securities to be issued in connection with the Transaction and a preliminary proxy statement with respectto Integrated Wellness’ shareholder meeting at which Integrated Wellness’ shareholders will be asked to vote on the proposedTransaction. Each of Integrated Wellness, Pubco and Refreshing urge investors, shareholders, and other interested persons to read, whenavailable, the Form S-4, including the proxy statement/prospectus, any amendments thereto, and any other documents filed with the SEC,before making any voting or investment decision because these documents will contain important information about the proposed Transaction.After the Form S-4 has been filed and declared effective, Integrated Wellness will mail the definitive proxy statement/prospectus to shareholdersof Integrated Wellness as of a record date to be established for voting on the Transaction. Integrated Wellness’ shareholders willalso be able to obtain a copy of such documents, without charge, by directing a request to: Integrated Wellness Acquisition Corp., 148N Main Street, Florida, NY 10921; e-mail: investor@integratedwellnessholdings.com. These documents, once available, can also be obtained,without charge, at the SEC’s website www.sec.gov.
Participants in the Solicitation
Integrated Wellness, Pubco and their respectivedirectors and officers may be deemed participants in the solicitation of proxies of Integrated Wellness’ shareholders in connectionwith the proposed Transaction. Security holders may obtain more detailed information regarding the names, affiliations, and interestsof certain of Pubco and Integrated Wellness’ executive officers and directors in the solicitation by reading Pubco and IntegratedWellness’ filings with the SEC, including the proxy statement/prospectus and other relevant materials filed with the SEC in connectionwith the Transaction when they become available. Information concerning the interests of Pubco and Integrated Wellness’ participantsin the solicitation, which may, in some cases, be different from those of their shareholders generally, will be set forth in the proxystatement/prospectus relating to the Transaction when it becomes available. These documents can be obtained free of charge from the sourceindicated above.
The Company and its directors and executiveofficers may also be deemed to be participants in the solicitation of proxies from the shareholders of Integrated Wellness in connectionwith the proposed Transaction. A list of the names of such directors and executive officers and information regarding their interestsin the proposed Transaction will be included in the proxy statement/prospectus for the proposed Transaction.
No Offer or Solicitation
This Report and the exhibits hereto do notconstitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connectionwith the proposed Transaction or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdictionwhere, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votesregarding the proposed transaction will be made only by means of a proxy statement/prospectus that complies with applicable rules andregulations promulgated under the Securities Act, and Exchange Act, or pursuant to an exemption from the Securities Act or in a transactionnot subject to the registration requirements of the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Investor Presentation, dated February 2023 |
| 99.2 | Press Release, dated February 10, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Integrated Wellness Acquisition Corp | |
|---|---|
| By: | /s/ Steven Schapera |
| Name: Steven Schapera | |
| Title: Chief Executive Officer |
Dated: February 10, 2023
Exhibit 99.1
Automated Vending & Unattended Retail Feb 2023 Investor Deck — Confidential Refreshing USA + Integrated Wellness
Disclaim e r This Presentation has been prepared in connection making an evaluation with respect to a proposed business combination (the “Transaction”) between Integrated Wellness Acquisition Corp . (“WEL”) and Refreshing USA LLC (the “Company”), and IWAC Holdings Inc . (“Pubco”) . This Presentation does not purport to contain all of the information that may be required to evaluate a possible transaction . This Presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice . No representation or warranty, express or implied, is or will be given by WEL, Pubco or the Company or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transaction, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto . Accordingly, none of WEL, Pubco or the Company or any of their respective affiliates, directors, officers, employees or advisers or any other person shall be liable for any direct, indirect or consequential loss or damages suffered by any person as a result of relying on any statement in or omission from this Presentation and any such liability is expressly disclaimed . This Presentation contains references to trademarks and service marks belonging to other entities . Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or Ρ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names . We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies . Forward - Looking Statements This Presentation includes “forward - looking statements” within the meaning of Section 27 A of the Securities Act of 1933 , as amended (the “Securities Act”), and Section 21 E of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”) . Statements regarding WEL and the Company’s expectations with respect to anticipated financial impacts of the proposed Transaction, the timing of the completion of the proposed Transaction, Refreshing USA’s projected financial and operational performance, new product offerings that Refreshing USA may introduce, and related matters, as well as all other statements other than statements of historical fact included in this Presentation, are forward - looking statements . When used in this Presentation, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to WEL or the Company’s management team, identify forward - looking statements . Such forward - looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, WEL’s and the Company’s management . Actual results could differ materially from those contemplated by the forward - looking statements as a result of certain factors detailed in WEL’s and Pubco’s filings with the SEC . Most of these factors are outside the control of WEL and Pubco and are difficult to predict . In addition to factors disclosed in WEL and Pubco’s filings with the SEC, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward - looking statements : the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of the securities of WEL ; the risk that the transaction may not be completed by WEL’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by WEL ; inability to meet the closing conditions to the Transaction, including the occurrence of any event, change, legal proceedings instituted against the Company or against WEL related to the Merger Agreement or the management team, or other circumstances that could give rise to the termination of the Merger Agreement ; the inability to complete the Transaction contemplated by the Merger Agreement due to the failure to obtain approval of WEL’s shareholders and the receipt of certain governmental and regulatory approvals ; changes in Pubco’s capital structure ; redemptions exceeding a maximum threshold or the failure to maintain the listing of WEL’s securities or failure of Pubco to meet The New York Stock Exchange’s initial listing standards in connection with the consummation of the contemplated Transaction ; costs related to the Transaction contemplated by Merger Agreement and the failure to realize anticipated benefits of the Transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions ; a delay or failure to realize the expected benefits from the proposed Transaction including the Company’s ability to effectively develop and successfully market new products, solutions and services, and to effectively address cost reductions and other changes in its industry ; risks related to disruption of management’s time from ongoing business operations due to the proposed Transaction ; changes in the markets in which Refreshing competes, including with respect to its competitive landscape, technology evolution or the impact of regulatory changes on solutions, services, labor matters, international economic, political, legal, compliance and business factors ; developments and uncertainties in domestic and foreign trade policies and regulations, and other regulations which may cause contractions or affect growth rates and cyclicality of markets Refreshing serves ; disruptions relating to war, terrorism, widespread protests and civil unrest, man - made and natural disasters, public health issues and other events ; changes in domestic and global general economic conditions ; risk that Refreshing may not be able to execute its growth strategies ; security breaches or other disruptions of Refreshing information technology systems or violations of data privacy laws ; risks related to the ongoing COVID - 19 pandemic and response, including new variants of the virus ; the pace of recovery in the markets in which Refreshing operates ; global supply chain disruptions and potential staffing shortages at potential customers which may have a trickle - down effect on Refreshing ; the risk that Refreshing may not be able to develop and maintain effective internal controls ; changes in interest rates ; increased competition and the ability to generate sufficient cash to fulfill obligations ; loss of certain key officers ; loss of continued relationships with customers or bus operators ; and Pubco’s success at managing the foregoing items . The forward - looking statements are based upon management’s beliefs and assumptions ; and other risks and uncertainties to be identified in the Form S - 4 registration/proxy statement (when available) relating to the Transaction, including those under “Risk Factors” therein, and in other filings with the SEC made by WEL or Pubco . Each of WEL, Pubco and the Company undertake no obligation to update these statements for revisions or changes after the date of this Presentation except as required by law . The financial projections presented in this Presentation represent the current estimates by the Company’s management of future performance based on various assumptions, which may or may not prove to be correct . The Company’s independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to the projections and accordingly they did not express an opinion or provide any other form of assurance with respect thereto . These projections should not be relied upon as being necessarily indicative of future results . The assumptions and estimates underlying these projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks that could cause actual results to differ materially from those contained in these projections . Accordingly, there can be no assurance that these projections will be realized . Further, industry experts may disagree with these assumptions and with management's view of the market and the prospects for the Company . Additional Information and Where to Find It In connection with the proposed Transaction, Pubco intends to file a Registration Statement on Form S - 4 (the “Form S - 4 ”) with the SEC, which will include a preliminary prospectus with respect to its securities to be issued in connection with the Transaction and a preliminary proxy statement with respect to WEL’s shareholder meeting at which WEL’s shareholders will be asked to vote on the proposed Transaction . Each of WEL, Pubco and the Company urge investors, shareholders, and other interested persons to read, when available, the Form S - 4 , including the proxy statement/prospectus, any amendments thereto, and any other documents filed with the SEC, before making any voting or investment decision because these documents will contain important information about the proposed Transaction . After the Form S - 4 has been filed and declared effective, WEL will mail the definitive proxy statement/prospectus to shareholders of WEL as of a record date to be established for voting on the Transaction . WEL’s shareholders will also be able to obtain a copy of such documents, without charge, by directing a request to : Integrated Wellness Acquisition Corp . , 148 N Main Street, Florida, NY 10921 ; e - mail : investor@integratedwellnessholdings . com . These documents, once available, can also be obtained, without charge, at the SEC’s website www . sec . gov . Participants in the Solicitation WEL, Pubco and their respective directors and officers may be deemed participants in the solicitation of proxies of WEL’s shareholders in connection with the proposed Transaction . Security holders may obtain more detailed information regarding the names, affiliations, and interests of certain of Pubco and WEL’s executive officers and directors in the solicitation by reading WEL’s final prospectus filed with the SEC on December 9 , 2021 , and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the Transaction when they become available . Information concerning the interests of Pubco and WEL’s participants in the solicitation, which may, in some cases, be different from those of their shareholders generally, will be set forth in the proxy statement/prospectus relating to the Transaction when it becomes available . These documents can be obtained free of charge from the source indicated above . The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of WEL in connection with the proposed Transaction . A list of the names of such directors and executive officers and information regarding their interests in the proposed Transaction will be included in the proxy statement/prospectus for the proposed Transaction . No Offer or Solicitation This Presentation does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with the proposed Transaction or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful . Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of a proxy statement/prospectus that complies with applicable rules and regulations promulgated under the Securities Act, and Exchange Act, or pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act . 1 Strictly confidential
Transaction Summary Ryan Wear Founder & CEO Jeremy Briggs Director of Finance James Ma c Pherson CFO and Director Integrated Wellness Acquisition Corp V a lua t i o n Capital S t ruc t ure Ownership Opportunity Today’s Presenters Transaction Highlights • Pro - forma enterprise value of $197.97 MM • EV / 22E EBITDA implied multiple of 14.0x • Profitable company with no net debt • No capital required for closing • Free Cash Flow positive • 100% rollover equity from Refreshing equityholders • Refreshing equityholders expected to maintain majority ownership of the combined company • A US national independent automated vending and unattended retailers • Low churn and diversified client base • Proven track record of sales growth (65% CAGR) and profitability growth (36% CAGR) in 20 - 22 • 19% EBITDA Margins 2 Strictly confidential
WEL Investment Thesis A US national independent unattended retailer Founder - led and experienced management team Strong financial performance and growth profile Major organic and non - organic growth opportunities Economies of scale and growing margins 3 Strictly confidential
$5.7 $10.5 $14.1 Proven track record of growth and profitability Business model with low customer turnover and a diversified customer base Revenue ($ in millions) EBITDA (1) ($ in millions) NOTE: (All data in millions, except per share price) 1. See slide 15 $16.8 $47.1 $75.7 2022E (2) 4 2. Represents unaudited fiscal year 2022 results prepared by Company Management 3. Audited Strictly confidential 2022E (2) 2021A (3) 2020A (3) 2020A (3) 2021A (3)
Illustrative Transaction Overview Sources (1) Refreshing Equity (4) $1 6 0. 0 0 SPAC Cash in Trust $11 7 . 7 8 Total Sources (3) $2 77 . 7 8 Uses (1) Refreshing Equity $1 6 0. 0 0 Cash to Balance Sheet $105. 7 8 Transaction Expenses (4) $12 .0 0 Total Uses (3), (5) $2 77 . 7 8 Pro Forma Valuation (1) Share Price ($ / sh.) $10. 0 0 Pro Forma Shares Outstanding 3 0. 3 8 Implied Equity Value $ 303 . 7 5 (+) Debt 0. 0 0 ( - ) Pro Forma Cash $(105. 7 8) Enterprise Value (3), (5) $19 7 .97 EV / 2022E EBITDA 14. 0x Pro Forma Valuation Transaction Structure • Refreshing to combine with Integrated Wellness Acquisition Corp (WEL) • WEL is a NYSE - listed SPAC with ~$117.78 MM cash currently held in trust (1) Valuation • Transaction implies a pro forma enterprise value of ~$197.97 MM and pro forma equity value of ~$303.75 MM (3) , (4) , (5) • Expected to close in Q2 of 2023 (2) Capital Structure • The Transaction is expected to result in ~$105.78 MM of cash proceeds to fund growth and expansion (3) , (5) • Existing Refreshing equityholders to roll over 100% of their equity and will own 52.67% of the pro forma combined company at closing (3) , (4) NOTE: (All data in millions, except per share price) 1. As of September 30, 2022 2. Timing dependent upon the SEC review process and the satisfaction of other closing conditions 3. Based on $117.78 MM cash from WEL’s trust account and assumes no redemptions by WEL shareholders 4. Excludes Earnouts and reflects the conversion of Refreshing’s outstanding convertible notes and/or preferred stock, which will convert into common stock of the combined company 5. Estimate of Refreshing and WEL’s aggregate investment banking, deferred underwriting, legal, SEC and stock exchange, printing and consulting fees and expenses Sources: 1. Company Filings, Management Accounts 52.67% Refreshing Shareholders 37.86% WEL Shareholders 9.47% WEL Sponsor 5 Strictly confidential
Our Services >25,000 Vending Machines Instantly recognizable products at the touch of a button Servicing >500 Office Coffee Locations National and regional coffees, brewed to perfection ~1,000 Micro Markets On - site convenience store, customized for each individual consumer 24/7 Remote monitoring 6 Strictly confidential
Highly diversified customer base with low churn Currently in ~ 3,000 schools, universities, hospitals, and corporate offices No single customer represents more than 10% in total revenue Revenue Breakdown by Client Type 18% Grade Schools 18% Univer s it ies 18% Hospitals 9% O t h er 37% Corpo r a t e Offices 7 Strictly confidential
Strong and Growing National Footprint 2020 2021 M N 2022 8 Strictly confidential WI IL IN OH KY WV TN VA MD PA NH MA NC SC GA FL LA TX OK NM AZ CA NV UT CO WY ID MT W OR
Growth Opportunities Organic growth • Leverage national footprint to add significant new accounts: • Targeting Fortune 500 companies - high - value contracts • Low execution risk: • Utilizing existing infrastructure (incl. network of warehouses, fleet, IT, purchasing power, inventory management, etc) • Long - term contracts and captive customers • Machines can be re - used and upgraded with minimal costs • Capitalize on shifting dynamics in unattended retail spaces (micro markets) 9 Strictly confidential • Strong future pipeline of M&A • M&A Criterion • Accretive on a per share basis, target acquisition price is 0 . 5 - 1 . 0 x sales and 3 - 6 x cash flow • Cost efficiency drivers • leverage purchasing power to improve gross margins • Telemetry stack is updated thereby reducing G&A. • Public listing may allow for additional optionality of transaction structure: mix of cash, debt and stock M&A strategy • Wholesale Distribution: • Using existing footprint for 3rd party distribution • Technology: • Enhanced data capture to offer digital advertisements, and customer incentive programs • White label / specialty products : • Ability to promote “white label” products and increase profit margins Leveraging infrastructure
2022E / Rev enue Growth 2022E EBITDA Margin Operational Benchmarking 19% 4% 2% 2% 8% 8% 17% 9% 19% 61% 16% 7% 53% 27% 4% 39% 17% 8% Comparable Companies Food and Beverage Distributors Automated Vending and Food Service ’22 Avg. 12% ’22 Avg. 3% ’22 Avg. 25% ’22 Avg. 19% Source: Refreshing USA, Capital IQ, and Public Company Filings. Revenue Growth and EBITDA Margin estimates as of Jan - 2023. 10 Strictly confidential
2022E EV / Revenue 2022E EV / EBITDA Trading Multiples 14.0x 10.5x 7.9x 11.3x 14.7x 11.1x 8.7x 16.2x 9.5x Comparable Companies 2.6x 1.1x 0.4x 0.2x 0.2x 0.8x 1.5x 1.5x 1.8x Food and Beverage Distributors Automated Vending and Food Service ’22 Avg. 0.3x ’22 Avg. 9.9x ’22 Avg. 1.3x ’22 Avg. 12.0x Source: Refreshing USA, Capital IQ, and Public Company Filings. Revenue and EBITDA estimates as of Jan - 2023. 11 Strictly confidential
Contact Scott@integratedwellnessholdings.com 12 Strictly confidential Scott Powell | Director Integrated Wellness (917) 721 - 9480
AN N EX Jan 2023 13 Strictly confidential
Annex EBITDA Reconciliation EBITDA Reconciliation ($ in thousands) Fiscal Year Ending (est) Fiscal Year Ending Fiscal Year Ending 12/31/2022 12/31/2021 12/31/2020 NET INCOME AFTER TAXES $9,551 $6,241 $3,894 Add Back Taxes 2,544 1,659 1,035 Depreciation & Amortization 2,033 2,551 747 Interest 20 -- -- EBITDA $14,148 $10,451 $5,676 14 Strictly confidential
Exhibit 99.2
Refreshing USA LLC, a National US IndependentAutomated Unattended Retailer, Announces Plans to Go Public via Merger with Integrated Wellness Acquisition Corp
| · | Refreshing USA, LLC (“Refreshing USA”) has entered into a merger agreement with IntegratedWellness Acquisition Corp (NYSE: WEL) |
|---|---|
| · | The combined company, which will be named Refreshing USA, will have an implied Pro-forma enterprisevalue of approximately $197.97 million with up to approximately $105.78 million in additional cash, assuming no redemptions by IntegratedWellness’ public shareholders |
| --- | --- |
| · | Current Refreshing USA shareholders will retain 100% of their equity and will continue to own approximately52.67% of the combined company on a pro forma basis, assuming no redemptions by Integrated Wellness’ public shareholders |
| --- | --- |
EVERETT, WA – February 10, 2023 / (Globe Newswire)—Refreshing USA, founded by Ryan Wear, who has operated in the automated and unattended retail services industry since 1996, established Refreshing USA in 2020 with the goal of revolutionizing workplace refreshments, and Integrated Wellness Acquisition Corp (NYSE: WEL) (“Integrated Wellness”), a publicly traded special purpose acquisition company, today announced they have entered into a definitive agreement and plan of merger (the “Merger Agreement”). Under the Merger Agreement, IWAC Holdings Inc., a newly formed Delaware corporation (“Pubco”), will acquire both Refreshing USA and Integrated Wellness and upon the closing of the proposed transaction (“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 Overview
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.
Management Comments
Ryan Wear, Founder and Chief Executive Officer of Refreshing USA, said: “We are delighted to partner with Integrated Wellness in this business combination, a significant milestone toward creating value for our shareholders. This merger and entry into the public markets will allow us access to a much larger pool of capital and increase our global profile. We believe that the proceeds from this Transaction will put us in a position to quickly grow in what we see as a $9.5 billion industry in the U.S. and a $57 billion worldwide market that is projected to grow at a 6.7% CAGR.”
Steven Schapera, Chief Executive Officer of Integrated Wellness said: “We are very pleased to support Refreshing USA in its transition to the public markets where our combined impact has the opportunity to accelerate value for our shareholders. Refreshing USA really impressed us with its track record of accretive acquisitions, its ability to scale the business and expand margins and revenues. Refreshing USA has a deep bench of industry experience, along with advanced technology and assets in vending, micro markets, coffee service, and water machines. We believe that Refreshing USA is well-positioned to capture the many opportunities in the industry, and we look forward to seeing the company grow and thrive in the public markets.”
Transaction Overview
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.
Advisors
BTIG, LLC is serving as the capital markets advisor to Integrated Wellness and A.G.P./Alliance Global Partners is serving as financial advisor to Integrated Wellness. Ellenoff Grossman & Schole LLP is serving as legal advisor to Integrated Wellness, and McCarter & English, LLP is serving as legal advisor to Refreshing USA.
About Refreshing USA
Refreshing USA is a fast growing automated refreshments company. From its nearly fifty locations throughout the country, Refreshing USA provides high-quality, and always available, beverages and snack foods to businesses, schools, and municipalities.
About Integrated Wellness Acquisition Corp
Integrated Wellness Acquisition Corp (NYSE: WEL) is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses. While Integrated Wellness may pursue an acquisition opportunity in any industry or sector, it intends to focus on businesses in the health, nutrition, fitness, wellness, and beauty sectors and the products, devices, applications, and technology driving growth within these verticals. Integrated Wellness is led by Chief Executive Officer Steven Schapera, Chairman of the Board Antonio Varano Della Vergiliana, Chief Financial Officer James MacPherson, and Chief Operating Officer Robert Quandt. Integrated Wellness’ independent directors include Gael Forterre, Scott Powell, and Hadrien Forterre.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements regarding Integrated Wellness and Refreshing USA’s expectations with respect to anticipated financial impacts of the proposed Transaction, the timing of the completion of the proposed Transaction, Refreshing USA’s projected financial and operational performance, new product offerings that Refreshing USA may introduce, and related matters, as well as all other statements other than statements of historical fact included in this press release, are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to Integrated Wellness or Refreshing USA’s management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, Integrated Wellness’ and Refreshing USA’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in Integrated Wellness’ and Pubco’s filings with the Securities and Exchange Commission (“SEC”). Most of these factors are outside the control of Integrated Wellness and Pubco and are difficult to predict. In addition to factors disclosed in Integrated Wellness and Pubco’s filings with the SEC, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of the securities of Integrated Wellness; the risk that the Transaction may not be completed by Integrated Wellness’ business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Integrated Wellness; inability to meet the closing conditions to the Transaction, including the occurrence of any event, change, legal proceedings instituted against Refreshing USA or against Integrated Wellness related to the Merger Agreement or the management team, or other circumstances that could give rise to the termination of the Merger Agreement; the inability to complete the Transaction contemplated by the Merger Agreement due to the failure to obtain approval of Integrated Wellness’ shareholders and the receipt of certain governmental and regulatory approvals; changes in Pubco’s capital structure; redemptions exceeding a maximum threshold or the failure to maintain the listing of Integrated Wellness’ securities or failure of Pubco to meet The New York Stock Exchange’s initial listing standards in connection with the consummation of the contemplated Transaction; costs related to the Transaction contemplated by Merger Agreement and the failure to realize anticipated benefits of the Transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions; a delay or failure to realize the expected benefits from the proposed Transaction including Refreshing USA’s ability to effectively develop and successfully market new products, solutions and services, and to effectively address cost reductions and other changes in its industry; risks related to disruption of management’s time from ongoing business operations due to the proposed Transaction; changes in the markets in which Refreshing competes, including with respect to its competitive landscape, technology evolution or the impact of regulatory changes on solutions, services, labor matters, international economic, political, legal, compliance and business factors; developments and uncertainties in domestic and foreign trade policies and regulations, and other regulations which may cause contractions or affect growth rates and cyclicality of markets Refreshing serves; disruptions relating to war, terrorism, widespread protests and civil unrest, man-made and natural disasters, public health issues and other events; changes in domestic and global general economic conditions; risk that Refreshing may not be able to execute its growth strategies; security breaches or other disruptions of Refreshing information technology systems or violations of data privacy laws; risks related to the ongoing COVID-19 pandemic and response, including new variants of the virus; the pace of recovery in the markets in which Refreshing operates; global supply chain disruptions and potential staffing shortages at potential customers which may have a trickle-down effect on Refreshing; the risk that Refreshing may not be able to develop and maintain effective internal controls; changes in interest rates; increased competition and the ability to generate sufficient cash to fulfill obligations; loss of certain key officers; loss of continued relationships with customers or bus operators; and Pubco’s success at managing the foregoing items. The forward-looking statements are based upon management’s beliefs and assumptions; and other risks and uncertainties to be identified in the Form S-4 registration/proxy statement (when available) relating to the Transaction, including those under “Risk Factors” therein, and in other filings with the SEC made by Integrated Wellness or Pubco. Each of Integrated Wellness, Pubco and Refreshing USA undertake no obligation to update these statements for revisions or changes after the date of this press release except as required by law.
Additional Information and Where to Find It
In connection with the proposed Transaction, Pubco intends to file a Registration Statement on Form S-4 (the “Form S-4”) with the SEC, which will include a preliminary prospectus with respect to its securities to be issued in connection with the Transaction and a preliminary proxy statement with respect to Integrated Wellness’ shareholder meeting at which Integrated Wellness’ shareholders will be asked to vote on the proposed Transaction. Each of Integrated Wellness, Pubco and Refreshing USA urge investors, shareholders, and other interested persons to read, when available, the Form S-4, including the proxy statement/prospectus, any amendments thereto, and any other documents filed with the SEC, before making any voting or investment decision because these documents will contain important information about the proposed Transaction. After the Form S-4 has been filed and declared effective, Integrated Wellness will mail the definitive proxy statement/prospectus to shareholders of Integrated Wellness as of a record date to be established for voting on the Transaction. Integrated Wellness’ shareholders will also be able to obtain a copy of such documents, without charge, by directing a request to: Integrated Wellness Acquisition Corp, 148 N Main Street, Florida, NY 10921; e-mail: investor@integratedwellnessholdings.com. These documents, once available, can also be obtained, without charge, at the SEC’s website www.sec.gov.
Participants in the Solicitation
Integrated Wellness, Pubco and their respective directors and officers may be deemed participants in the solicitation of proxies of Integrated Wellness’ shareholders in connection with the proposed Transaction. Security holders may obtain more detailed information regarding the names, affiliations, and interests of certain of Pubco and Integrated Wellness’ executive officers and directors in the solicitation by reading Integrated Wellness’ final prospectus filed with the SEC on December 9, 2021, and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the Transaction when they become available. Information concerning the interests of Pubco and Integrated Wellness’ participants in the solicitation, which may, in some cases, be different from those of their shareholders generally, will be set forth in the proxy statement/prospectus relating to the Transaction when it becomes available. These documents can be obtained free of charge from the source indicated above.
Refreshing USA and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Integrated Wellness in connection with the proposed Transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed Transaction will be included in the proxy statement/prospectus for the proposed Transaction.
No Offer or Solicitation
This press release does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with the proposed Transaction or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of a proxy statement/prospectus that complies with applicable rules and regulations promulgated under the Securities Act, and Exchange Act, or pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.
Contact Information
Steven Schapera
Chief Executive Officer
Integrated Wellness Acquisition Corp
Email: investor@integratedwellnessholdings.com
Website: www.integratedwellnessholdings.com
Jeremy Briggs
Director of Finance
Refreshing USA, LLC
Email: Jeremy.Briggs@RefreshingUSA.com
Phone: (425) 375 6133
Website: www.refreshingusa.com