American automated unattended retailer Refreshing USA will merge with Integrated Wellness Acquisition to become a public limited company in a deal valued at an estimated pro-forma enterprise value of approximately $197.97 million.

The combined entity, dubbed Refreshing USA, anticipates to receive up to $105.78 million of gross cash proceeds at the close of the transaction.

Refreshing USA plans to use the proceeds from the transaction to finance standing growth and business expansion, both organically and through acquisitions.

As part of the transaction, the combined entity will be acquired by IWAC Holdings, a newly formed Delaware corporation, Pubco, which will operate under the Refreshing USA name and is expected to trade on the New York Stock Exchange (NYSE).

Founded in 2020 by Ryan Wear, Refreshing USA offers beverages and snack foods to schools, businesses, and municipalities from its nearly fifty sites throughout the US.

Ryan Wear — Refreshing USA CEO 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.”

Post-closing, existing shareholders of Refreshing USA will retain 100% of their equity and will continue to have around 52.67% in the pro forma company at closing.

Steven Schapera — Integrated Wellness CEO said: “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.”

Subject to approval by Integrated Wellness’ shareholders, regulatory approval, and other customary closing conditions, the deal is likely to complete in the first half of 2023.

  Integrated Wellness Acquisition, Refreshing USA, Ryan Wear, Steven Schapera, USA