First Choice Healthcare Solutions, Inc. 8K

First Choice Healthcare Solutions, Inc. agreed to merge with SPAC Westin Acquisition Corp. (to be domesticated as Wellgevity 360, Inc.) in a stock-for-stock business combination valued at up to approximately $650 million, supported by a $10 million PIPE financing and a concurrent acquisition of the Pointe Med entities.

On July 22, 2026, First Choice Healthcare Solutions, Inc. entered into a Business Combination Agreement with Westin Acquisition Corp. (a Cayman Islands SPAC that will domesticate to Nevada as Wellgevity 360, Inc. or PubCo) and its wholly owned subsidiary First Choice Acquisition Corp., pursuant to which, following a pre-closing domestication of Westin Acquisition Corp. and related separation and cancellation of its SPAC units, First Choice Acquisition Corp. will merge with and into First Choice Healthcare Solutions, Inc., with First Choice Healthcare Solutions surviving as a wholly owned subsidiary of PubCo. The agreement provides that Company securityholders will receive PubCo common stock as merger consideration based on an implied equity value of up to approximately $650 million, and contemplates a concurrent $10 million PIPE investment in PubCo preferred stock, the execution of various support, lock-up, registration rights and subscription agreements, and the contemporaneous closing of the Company’s previously agreed acquisition of the Pointe Med entities. The parties intend for both the domestication and the merger to qualify as tax-free reorganizations under Section 368 of the Internal Revenue Code, and the transaction is subject to customary shareholder approvals, regulatory filings, and closing conditions, with Parent sponsor and key Company stockholders agreeing to vote in favor of the domestication, merger and related transactions and to certain transfer and anti-dilution waivers.

Filing Facts

CIK

1416876

Ticker

-

Form

8K

Source Type

sec

Accession

0001493152-26-035045

Alert Tier

8