Pharmacist Influencer-Based Health Functional Food Company 'FMW' Enters the Stock Market via SPAC Merger

D2C (Direct-to-Consumer) based specialized company FMW (CEO Park Sung-nam), well-known for its health functional food brand 'Dambaek Haru', is entering the KOSDAQ market through a merger with KOSDAQ-listed Eugene Special Purpose Acquisition Company 10 Co., Ltd. (CEO Kim Dong-jin).

Eugene SPAC 10 announced through a material fact report that it held a board of directors meeting on the 30th and decided to absorb and merge with the unlisted company FMW. This merger will be conducted in a 'SPAC extinction merger' method, where the unlisted company survives and the listed SPAC disappears.

The merger ratio between the two companies is 1 to 0.2174386. The merger value per share of FMW was calculated at 9,198 KRW based on intrinsic value (a weighted arithmetic average of asset value and earnings value at 1 to 1.5), while the value per share of Eugene SPAC 10 is 2,000 KRW. Wooyoung Accounting Corporation, which conducted the external evaluation, assessed that the merger ratio falls within an appropriate range.

FMW is a health functional food specialized company that operates its own brands such as 'Dambaek Haru', 'Our Nutri', and 'Nutrition Standard'. In particular, it has quickly established itself in the market with a unique business model that secures demand in advance and plans and produces products utilizing group purchases by pharmacist influencers. It is characterized by minimizing fixed cost burdens by adopting an 'asset-light' structure, cooperating with GMP-certified OEM manufacturers without operating its own manufacturing facilities.

This efficient business structure is proven by solid financial performance. According to the financial statements that received an unqualified opinion from Samjong KPMG, which served as the external auditor, FMW recorded revenue of 30,282.17 million KRW and a net profit of 4,761.68 million KRW last year (as of the end of 2025). It is evaluated as having secured higher profitability compared to traditional manufacturing-based health functional food companies, with a net profit margin reaching 15.7%. Total assets stand at 16,856.34 million KRW, and total equity is 11,123.58 million KRW.

Once this merger is completed, the establishment capital and public offering funds of Eugene SPAC 10 will flow into FMW. The company stated, "We will stabilize our financial structure using the funds from the merger and expand R&D investments, including securing individually recognized ingredients and conducting human application tests," adding, "We will accelerate our entry into global markets currently underway, such as Japan, China, and Taiwan, by securing outstanding personnel specializing in overseas channels and functional ingredients."

The two companies plan to submit a securities registration statement for the merger on October 8. Following this, they plan to hold a general shareholders' meeting on December 23, complete the merger on January 26 of next year (2027), and list the new shares on the KOSDAQ market on February 10. Once the merger is completed, the stake of the largest shareholder and specially related persons in the surviving entity, FMW, is expected to be around 53.34%, maintaining stable management control.