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 Exhibits hereto ("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 Section 21E of the Exchange
Act. Statements regarding Integrated Wellness and Refreshing's expectations with
respect to anticipated financial impacts of the proposed Transaction, the timing
of the completion of the proposed Transaction, Refreshing's projected financial
and operational performance, new product offerings that Refreshing may
introduce, and related matters, as well as all other statements other than
statements of historical fact included in this Report, are forward-looking
statements. When used in this Report, 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'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'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 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'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 undertake no obligation to update these statements for revisions or
changes after the date of this Report except as required by law.
The ?nancial projections presented in this Report represent the current
estimates by Refreshing's management of future performance based on various
assumptions, which may or may not prove to be correct. Refreshing's independent
registered public accounting ?rm 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
signi?cant 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 Refreshing.
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 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 Pubco and Integrated Wellness' filings
with the SEC, including 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.
The Company 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 Report and the exhibits hereto do 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.
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)
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INTEGRATED WELLNESS ACQUISITION CORP 
