WSTNR
WSTN 8-K: DA with First Choice Healthcare; Cayman-to-NV as Wellgevity 360; rights 1/6
2026-07-29 · Westin Acquisition
Westin Acquisition Corp. filed an 8-K for earliest event July 22, 2026, reporting entry into a Business Combination Agreement with First Choice Healthcare Solutions, Inc. and First Choice Acquisition Corp., a wholly owned merger subsidiary. A joint press release is furnished as Exhibit 99.1; the BCA is Exhibit 2.1. Structure: one business day before closing, Parent domesticates from the Cayman Islands to Nevada as Wellgevity 360, Inc. (PubCo). Immediately after, Merger Sub merges into First Choice, which survives as a wholly owned PubCo subsidiary. The target and subsidiaries provide healthcare services and functional health, longevity, and regenerative medicine clinics. Concurrent binding deals to acquire the Pointe Med Entities are expected to close substantially with the Business Combination. Consideration: the combination values the Company at an equity value of up to approximately $650 million. Aggregate merger consideration is PubCo common shares equal to Equity Value divided by the Redemption Price, allocated per the BCA and Closing Consideration Spreadsheet. Company common (and preferred, if any) convert into per-share merger consideration; equity awards follow the BCA. Units still outstanding separate pre-domestication into one Class A share and one right; on domestication each Class A becomes one PubCo common share and each right becomes a right to receive PubCo common on the same terms. Rights are one-sixth (1/6) of one Class A ordinary share (WSTNR). PIPE is only contemplated: PubCo may take preferred with aggregate stated value up to $12,500,000 for up to $10,000,000 purchase price; as of the filing no subscription agreements are signed and completion is not assured. Support, lock-up (earlier of six months post-close or specified change-of-control), and A&R registration-rights forms are exhibits. Outside date is March 31, 2027, auto-extended to April 30, 2027 if the S-4 is not effective by February 28, 2027. Close-path (Pulse): DA is signed; S-4/proxy is to be filed as promptly as reasonably practicable; closing needs S-4 effectiveness, exchange listing of PubCo common, Parent and Company approvals, Pointe Med closings, and other bring-down conditions. Cash (V): no trust/redemption dollar amount or redemption election window is set out here; PIPE cash is optional and unsigned. Sponsor equity is unchanged in count—Item 5.01 reports a July 25, 2026 transfer of the Sponsor entity to EU Asia Holidays Pte. Ltd. for $1.00 and other consideration; Sponsor still holds 2,012,500 Class B and 235,000 private units (~27.9% of 8,055,000 ordinary shares outstanding as of May 15, 2026); no director/officer change from that transfer. The filing does not give a scheduled closing date, a numeric redemption price, executed PIPE terms, S-4 effectiveness timing, or vote/redemption results. Governance post-close is described as a five-director board (Sponsor one independent; Company three independents after consultation plus CEO) but is not yet in effect.
Conversion 1/6