American Marconi Wireless News - WPF Holdings Announces Spin-Off of Super App and Telemedicine Subsidiaries to NASDAQ-Listed Company

Under the proposed structure, WPFH will transfer ownership of Vezbi, Inc. and Virtual Health Holdings, Inc. (VHHI) to an interim shareholder trust, which will then exchange these assets with a NASDAQ-listed company in return for $1 billion in current market value of common shares. These shares will be distributed proportionally to WPFH shareholders based on their current ownership.

Key Benefits to Shareholders

• Shareholders will retain their existing equity in WPFH while gaining proportional ownership in the NASDAQ-listed company.

• The transaction is structured to be a tax-free corporate reorganization, so shareholders will not incur in any immediate tax liability.

Transaction Overview

The spin-off will proceed in three structured phases:

1. Asset Transfer to Trust: WPFH will transfer ownership of VHHI and Vezbi to a newly established shareholder trust (the "Trust").

2. Exchange of Shares: The Trust will transfer ownership of VHHI and Vezbi to the NASDAQ-listed company in exchange for shares in the NASDAQ-listed entity.

3. Distribution of Shares: Upon meeting all regulatory and closing conditions, the NASDAQ-listed company's common shares will be distributed to qualified WPFH shareholders.

WPFH senior management commented "This spin-off represents a pivotal step in delivering value to our shareholders," . "By enabling direct ownership in the NASDAQ-listed company, this transaction allows our investors to fully benefit from the growth potential of our Super App and Telemedicine platforms while positioning WPFH for its next stage of development."

Record Date for Shareholder Eligibility

To qualify for the distribution, WPFH shareholders must be of record as of December 31, 2024, and must continue to hold their shares through the completion of the spin-off's final phase. Only shareholders meeting these criteria will become beneficiaries of the Trust and receive shares in the NASDAQ-listed company.

Looking Ahead

The newly listed company will operate under SEC reporting standards and will focus on advancing its Super App and Telemedicine platforms. These platforms are strategically positioned to address the growing demand for integrated digital services and telemedicine solutions.

Simultaneously, WPFH will continue to pursue new opportunities, leveraging the strategic value of its portfolio and fostering innovation as it transitions into its next phase of growth.

Further updates, including the NASDAQ-listed company's ticker symbol, transaction timeline, and additional details, will be announced in the coming weeks.

About WPF Holdings, Inc.

WPF Holdings, Inc. is a diversified holding company dedicated to driving growth and innovation across its portfolio. The Company focuses on identifying high-potential opportunities and delivering consistent value to its shareholders.

Safe Harbor Statement

This press release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements are subject to various risks and uncertainties, including economic conditions, regulatory changes, and competitive factors. WPFH disclaims any obligation to update forward-looking statements as new information becomes available.

Additional Information and Where to Find It

The prospective parties intend to file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (the "Registration Statement"). Investors and security holders are advised to read, when available, the Registration Statement, including any amendments or supplements thereto, as well as other documents that will be filed with the SEC, in each case, before making any investment decision with respect to the Potential Business Combination, because these documents will contain important information about the parties to the Potential Business Combination and the Potential Business Combination. Investors will be able to obtain copies of the Registration Statement and other documents filed with the SEC in connection with a Potential Business Combination, without charge, at the SEC's website at www.sec.gov.

No Offer

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Contact:
WPF Holdings, Inc.
Investor Relations
Email: [email protected]

SOURCE: WPF Holdings

Y.Nakamura--AMWN