Westin Acquisition Corp 8-K

What Happened

• On July 22, 2026, Westin Acquisition Corp. (the SPAC/“Parent”) entered into a Business Combination Agreement with First Choice Healthcare Solutions, Inc. (the target) and a Parent-owned Merger Sub. The deal contemplates the Parent migrating (domesticating) from the Cayman Islands to Nevada and changing its name to Wellgevity 360, Inc. (“PubCo”), followed immediately by Merger Sub merging into First Choice (First Choice survives as a wholly owned subsidiary of PubCo).
• The transaction values the Company at an equity value of up to approximately $650 million. Parent will issue PubCo common stock as the merger consideration (Aggregate Merger Consideration = Equity Value / Redemption Price). A Form S-4 registration statement (proxy/prospectus) will be filed with the SEC to register the securities and solicit shareholder approvals.

Key Details

• Agreement date: July 22, 2026; Sponsor share transfer: July 25, 2026 (Westin Ventures transferred sponsor ownership to EU Asia Holidays Pte. Ltd.; Mr. Hanjie Ong is the new ultimate controller of the sponsor).
• Consideration and financing: Equity value up to ~$650M; contemplated PIPE of up to $10.0M (investors could purchase preferred stock with stated value up to $12.5M) — no PIPE commitments announced as of filing.
• Timing and conditions: Closing subject to customary conditions including S-4 effectiveness, listing approval, shareholder approvals, required consents, and simultaneous closing of agreed acquisitions of the Pointe Med Entities; outside termination date of March 31, 2027 (automatic extension to April 30, 2027 in specified SEC timing circumstances).
• Governance and lock-ups: Initial PubCo board expected to have five directors with a majority independent; sponsor and certain holders will enter lock-up and registration rights agreements (resale shelf required within 30 days after Closing).

Why It Matters

• This 8-K signals a proposed reverse merger that would bring First Choice Healthcare onto the public market via Westin Acquisition Corp., create a Nevada-domiciled public company (Wellgevity 360), and values the target at up to $650M. Investors in the SPAC should watch the S-4 filing, required shareholder votes, listing approval and any PIPE commitments — each is necessary to close the deal.
• The sponsor ownership change (to EU Asia / Mr. Ong) and existing sponsor stake (~27.9% of Parent shares as of May 15, 2026) are material for governance and voting. The transaction also includes simultaneous tuck-in acquisitions (Pointe Med Entities) that the parties expect to close substantially concurrently with the merger.