WSTN merger with First Choice Healthcare
First Choice Healthcare Solutions, Inc (United States)
Expected close, as filed: Q4 2026.
Announced 23 July 2026.
First Choice Healthcare Solutions, Inc. (OTCQB: FCHS) is a Melbourne, Florida–based healthcare company founded in 2007 that is executing a dramatic strategic pivot away from its legacy orthopedic and physical therapy operations toward building a national chain of functional health, longevity, and regenerative medicine clinics. The company's mission is to deliver clinician-led, whole-person care that integrates primary care, advanced diagnostics, regenerative therapies, medical weight loss, hormone optimization, and compounding pharmacy services. Under CEO Lance Friedman, First Choice is targeting the rapidly expanding wellness and longevity market, which the Global Wellness Institute values at $2.1 trillion in the United States alone and $6.8 trillion globally, forecasting growth to nearly $9.8 trillion by 2029. The company's business model emphasizes cash-pay services to reduce insurance dependency, membership programs for predictable recurring revenue, and compounding pharmacies to support personalized medication offerings for hormone therapy, weight management, and other conditions.
The company's financial profile reflects the challenges of its ongoing transformation. First Choice reported a net loss of approximately $7.1 million for 2025, with an accumulated deficit of roughly $74.7 million and total indebtedness of about $27.2 million. The company emerged from Chapter 11 bankruptcy in 2022, and its auditors have explicitly flagged substantial doubt about its ability to continue as a going concern without additional capital and successful acquisitions. PitchBook data shows a trailing twelve-month revenue of just $3,320 and a market capitalization of approximately $274,000 as of August 2026, with only eight employees. To accelerate its growth strategy, First Choice has signed definitive agreements to acquire the Pointe Med Entities, including Pointe Medical Services, Live Well Drugstore, Pointe Med Pharmacy, and The Good Clinic, which together would add functional medicine clinics, compounding and community pharmacy operations, and a tech-forward primary care concept to its platform.
On July 22, 2026, First Choice announced a definitive business combination agreement with Westin Acquisition Corp. (Nasdaq: WSTN), a Cayman Islands–domiciled special purpose acquisition company led by Chairman and CEO Kok Peng Na. The transaction implies a pre-money equity value of approximately $650 million for First Choice, with consideration paid in PubCo common stock based on an equity-value-to-redemption-price formula. The deal includes a $10 million PIPE investment in PubCo preferred stock with an aggregate stated value of $12.5 million. Prior to closing, Westin will domesticate from the Cayman Islands to Nevada and rebrand as Wellgevity 360, Inc., with First Choice surviving as a wholly owned subsidiary. The combined company is expected to trade on Nasdaq, with a post-closing board of five directors, a majority independent. The transaction is targeted to close in the fourth quarter of 2026, subject to SEC effectiveness of a Form S-4 registration statement, Nasdaq listing approval, shareholder consents, and substantially simultaneous completion of the Pointe Med acquisitions, with an outside closing date of March 31, 2027.
First Choice is pursuing the SPAC route to go public because it provides immediate access to public market capital, strategic flexibility, and the resources needed to scale its national clinic footprint, invest in cutting-edge health technologies, and integrate the planned Pointe Med acquisitions. The company's leadership views the merger as a transformative milestone that will enable rapid operational scaling and expansion of services to a broader patient base seeking longevity and preventive care. The SPAC structure also allows First Choice to execute its rebrand to Wellgevity 360, positioning the combined entity as a next-generation healthcare and wellness platform focused on longevity, preventative care, and pers
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- ≈ $10M · unsourced
- Sponsor promote
- 26%
- Exchange ratio
Floating: Aggregate Merger Consideration = Equity Value divided by the trust Redemption Price, allocated per the Closing Consideration Spreadsheet. On Domestication each Parent Class A Ordinary Share converts into one share of PubCo Common Stock and each Parent Right becomes a right to receive 1/6 of one share.more ▾less ▴
preferred at a 20% discount to stated value: up to $12,500,000 aggregate stated value of PubCo Preferred Stock for an aggregate purchase price of up to $10,000,000. CONTEMPLATED ONLY — no subscriptionmore ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
What the filings actually value
They are not the same fact, and only the last one is what a valuation multiple may be struck on.
What First Choice Healthcare on its own is valued at, before a dollar of the SPAC's trust or the PIPE reaches it. This is the price agreed for the business itself.
The combined company net of that cash — what the buyers are paying for the BUSINESS. Every multiple below is struck on this figure and on nothing else.
What that price is, per dollar of sales
Enterprise value ÷ EBITDA — not shown
No EBITDA figure for First Choice Healthcare appears in any filing we hold, so no EV/EBITDA multiple is shown. We have not inferred one from a margin assumption — a multiple built on an assumed margin measures the assumption, not the company.
All figures above are stated in EX-99 press release0001213900-26-082408
EX-99 press release, 0001213900-26-082408: preMoneyEquityM "approximately $650 million" — the sponsor rounding its own figure; proFormaEnterpriseValueM "approximately $650 million" — the sponsor rounding its own figure. A press release is a party's own claim, not a filed table: any stated capitalisation table supersedes it.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: First Choice Healthcare
from 8-K EX-99.1 (press release) + merger agreement notice blockThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
First Choice Healthcare Solutions, Inc. is engaged in providing healthcare services through developing and operating functional health, longevity and regenerative medicine clinics and related healthcare businesses.
First Choice Healthcare — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 1 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what First Choice Healthcare actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for First Choice Healthcare, so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $650M regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Pro-forma enterprise value as filed.
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
$1 of their sales costs $0.85 on the open market. Median of 1 listed company we judged a true comparable. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- CYH, SLBT, CCM, RGGG, CLGN, CON, USPH, ARDT, AUNA, NIVF, LGVN have no revenue to divide by, so they are shown but left out of the peer median.
The 12 listed companies it is measured against, and why
- CYHno revenue multiple
Direct comp: Healthcare Facilities & Services (NEC); small-cap ($433m); shares medicine, clinics, healthcare, health, operating, providing with the target's own description; forward EV/Sales 0.9x.
- SLBTno revenue multiple
Direct comp: Biotechnology & Medical Research (NEC); micro-cap ($96m); shares regenerative, medicine, engaged, through, and with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- CCMno revenue multiple
Direct comp: Hospitals, Clinics & Primary Care Services; micro-cap ($117m); shares clinics, healthcare, providing, related, engaged, solutions with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- RGGGno revenue multiple
Direct comp: Healthcare Facilities & Services (NEC); shares regenerative, longevity, healthcare, solutions, through, services with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- CLGNno revenue multiple
Operational comp: Bio Medical Devices (Health Care group); micro-cap ($18m); shares regenerative, medicine, and with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- CONno revenue multiple
Operational comp: Healthcare Facilities & Services (NEC); mid-cap ($2.5bn); shares clinics, health, businesses, services, inc, and with the target's own description; forward EV/Sales 2.5x.
- USPHno revenue multiple
Operational comp: Hospitals, Clinics & Primary Care Services; small-cap ($1.2bn); shares clinics, functional, related, services, inc, and with the target's own description; forward EV/Sales 2.0x.
- ARDTno revenue multiple
Operational comp: Hospitals, Clinics & Primary Care Services; small-cap ($1.3bn); shares clinics, medicine, healthcare, health, services, through with the target's own description; forward EV/Sales 0.4x.
- AUNAno revenue multiple
Operational comp: Healthcare Facilities & Services (NEC); small-cap ($1.2bn); shares clinics, healthcare, providing, solutions, through, services with the target's own description; forward EV/Sales 1.0x.
- NIVFno revenue multiple
Operational comp: Healthcare Facilities & Services (NEC); micro-cap ($2m); shares longevity, healthcare, health, providing, solutions, services with the target's own description; forward EV/Sales 0.1x.
- LGVNno revenue multiple
Operational comp: Biotechnology & Medical Research (NEC); micro-cap ($11m); shares regenerative, medicine, developing, related, inc, and with the target's own description; forward EV/Sales 10.6x.
- ORGO0.85× revenue
Operational comp: Biotechnology & Medical Research (NEC); small-cap ($658m); shares regenerative, medicine, solutions, inc, and with the target's own description; forward EV/Sales 1.7x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.