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, Pubco will operate under the Refreshing USA name.
Refreshing USA was 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 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 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.
Ryan Wear, founder and chief executive officer of Refreshing USA, said in the announcement: “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, added in the announcement: “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.”
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.