Wag! Group Co – SEC Filing

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G*

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. )*

CHW Acquisition Corporation

(Name of Issuer)

ordinary shares, $0.0001 par value

(Title of Class of Securities)

G2254A117**

(CUSIP Number)

August 30, 2021

(Date of Event Which Requires Filing of the Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**The CUSIP number for the issuer’s units is listed above.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

NAME OF REPORTING PERSONS

Radcliffe Capital Management, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) o

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

SHARED VOTING POWER

990,000

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

990,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

990,000

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.90%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA, PN

NAME OF REPORTING PERSONS

RGC Management Company, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) o

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

SHARED VOTING POWER

990,000

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

990,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

990,000

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.90%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC, OO

NAME OF REPORTING PERSONS

Steven B. Katznelson

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) o

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada, United States of America and the United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

SHARED VOTING POWER

990,000

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

990,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

990,000

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.90%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC, IN

1.	NAME OF REPORTING PERSONS Christopher Hinkel
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 990,000
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 990,000

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 990,000
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.90%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, IN

1.	NAME OF REPORTING PERSONS Radcliffe SPAC Master Fund, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 990,000
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 990,000

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 990,000
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.90%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, PN

1.	NAME OF REPORTING PERSONS Radcliffe SPAC GP, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 990,000
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 990,000

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 990,000
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.90%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, OO

Item 1(a).	Name of Issuer: CHW Acquisition Corporation
Item 1(b).	Address of Issuer’s Principal Executive Offices: 2 Manhattanville Road, Suite 403 Purchase, NY 10577
Item 2(a).	Name of Person Filing:
	Radcliffe Capital Management, L.P. RGC Management Company, LLC Steven B. Katznelson Christopher Hinkel Radcliffe SPAC Master Fund, L.P. Radcliffe SPAC GP, LLC
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	50 Monument Road, Suite 300 Bala Cynwyd, PA 19004
Item 2(c).	Citizenship:
	Radcliffe Capital Management, L.P. – Delaware, United States of America RGC Management Company, LLC – Delaware, United States of America Steven B. Katznelson – Canada, United States of America and the United Kingdom Christopher Hinkel – United States of America Radcliffe SPAC Master Fund, L.P. – Cayman Islands Radcliffe SPAC GP, LLC – Delaware, United States of America
Item 2(d).	Title of Class of Securities:
	ordinary shares, $0.0001 par value

Item 2(e).	CUSIP Number:
	G2254A117 The CUSIP number for the issuer’s units is listed above.

Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	o	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
	(b)	o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)	o	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)	o	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

Item 4.	Ownership:
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned: 990,000 shares deemed beneficially owned by Radcliffe Capital Management, L.P. 990,000 shares deemed beneficially owned by RGC Management Company, LLC 990,000 shares deemed beneficially owned by Steven B. Katznelson 990,000 shares deemed beneficially owned by Christopher Hinkel 990,000 shares deemed beneficially owned by Radcliffe SPAC Master Fund, L.P. 990,000 shares deemed beneficially owned by Radcliffe SPAC GP, LLC
	(b)	Percent of class: 9.90% shares deemed beneficially owned by Radcliffe Capital Management, L.P. 9.90% shares deemed beneficially owned by RGC Management Company, LLC 9.90% shares deemed beneficially owned by Steven B. Katznelson 9.90% shares deemed beneficially owned by Christopher Hinkel 9.90% shares deemed beneficially owned by Radcliffe SPAC Master Fund, L.P. 9.90% shares deemed beneficially owned by Radcliffe SPAC GP, LLC
	(c)	Number of shares as to which Radcliffe Capital Management, L.P. has:
		(i)	Sole power to vote or to direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 990,000
		(iii)	Sole power to dispose or to direct the disposition of: 0
		(iv)	Shared power to dispose or to direct the disposition of: 990,000
		Number of shares as to which RGC Management Company, LLC has:
		(i)	Sole power to vote or to direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 990,000
		(iii)	Sole power to dispose or to direct the disposition of: 0

		(iv)	Shared power to dispose or to direct the disposition of: 990,000
		Number of shares as to which Steven B. Katznelson has:
		(i)	Sole power to vote or to direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 990,000
		(iii)	Sole power to dispose or to direct the disposition of: 0
		(iv)	Shared power to dispose or to direct the disposition of: 990,000
		Number of shares as to which Christopher Hinkel has:
		(i)	Sole power to vote or to direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 990,000
		(iii)	Sole power to dispose or to direct the disposition of: 0
		(iv)	Shared power to dispose or to direct the disposition of: 990,000
		Number of shares as to which Radcliffe SPAC Master Fund, L.P. has:
		(i)	Sole power to vote or to direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 990,000
		(iii)	Sole power to dispose or to direct the disposition of: 0
		(iv)	Shared power to dispose or to direct the disposition of: 990,000
		Number of shares as to which Radcliffe SPAC GP, LLC has:
		(i)	Sole power to vote or to direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 990,000
		(iii)	Sole power to dispose or to direct the disposition of: 0
		(iv)	Shared power to dispose or to direct the disposition of: 990,000
Item 5.	Ownership of Five Percent or Less of a Class:
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. o Not applicable

Item 6.	Ownership of More Than Five Percent on Behalf of Another Person:
	With the exception of the securities reported in this Schedule 13G that are owned by the Radcliffe SPAC Master Fund, L.P., none of Radcliffe Capital Management, L.P.’s advisory clients individually own more than 5% of the Issuer’s outstanding common stock.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

	See Exhibit B attached hereto.

Item 8.	Identification and Classification of Members of the Group:
	Not applicable

Item 9.	Notice of Dissolution of Group:
	Not applicable

Item 10.	Certifications:
	By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		August 30, 2021
		(Date)

Radcliffe Capital Management, L.P. By RGC Management Company, LLC, its General Partner*		/s/Loretta Best Signature Attorney-in Fact for Steven B. Katznelson Managing Member**
RGC Management Company, LLC*		/s/Loretta Best Signature Attorney-in Fact for Steven B. Katznelson Managing Member**


Steven B. Katznelson*		/s/Loretta Best Signature Attorney-in Fact**
Christopher Hinkel*		/s/Loretta Best Signature Attorney-in Fact**
Radcliffe SPAC Master Fund, L.P. By Radcliffe SPAC GP, LLC, its General Partner*		/s/Loretta Best Signature Attorney-in Fact for Steven B. Katznelson Managing Member**
Radcliffe SPAC GP, LLC*		/s/Loretta Best Signature Attorney-in Fact for Steven B. Katznelson Managing Member**

*The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

**Loretta Best is signing on behalf of Steven B. Katznelson and Christopher Hinkel as attorney-in-fact pursuant to powers of attorney filed with the Securities and Exchange Commission herewith as Exhibits 99.1 and 99.2, respectively.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, Provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(see 18 U.S.C. 1001).

Exhibit A

Agreement

The undersigned agree that this Schedule 13G dated August 30, 2021 to the ordinary shares, $0.0001 par value of CHW Acquisition Corporation shall be filed on behalf of the undersigned.

		August 30, 2021
		(Date)

Radcliffe Capital Management, L.P. By RGC Management Company, LLC, Its General Partner		/s/Loretta Best Signature Attorney-in Fact for Steven B. Katznelson Managing Member**
RGC Management Company, LLC		/s/Loretta Best Signature Attorney-in Fact for Steven B. Katznelson Managing Member**


Steven B. Katznelson		/s/Loretta Best Signature Attorney-in Fact**
Christopher Hinkel		/s/Loretta Best Signature Attorney-in Fact**
Radcliffe SPAC Master Fund, L.P. By Radcliffe SPAC GP, LLC, its General Partner		/s/Loretta Best Signature Attorney-in Fact for Steven B. Katznelson Managing Member**
Radcliffe SPAC GP, LLC		/s/Loretta Best Signature Attorney-in Fact for Steven B. Katznelson Managing Member**

Exhibit B

Radcliffe Capital Management, L.P. is the relevant entity for which RGC Management Company, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons. Radcliffe SPAC Master Fund, L.P. is the relevant entity for which Radcliffe SPAC GP, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons.

Exhibit 99.1

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Loretta Best as the undersigned's true and lawful authorized representative and attorney-in-fact to execute for and on behalf of the undersigned and to file with the United States Securities and Exchange Commission and any other authority any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act") and the rules promulgated thereunder.

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13 or any other provision of the 1934 Act.

This Power of Attorney shall remain in full force and effect until the earlier of (i) undersigned is no longer required to file any Schedule 13D or 13G or (ii) the attorney-in-fact is no longer employed by Radcliffe Capital Management, L.P., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 30, 2021.


/s/Steven B. Katznelson
Signature

Steven B. Katznelson
Name

Exhibit 99.2

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 30, 2021.


/s/Christopher Hinkel
Signature

Christopher Hinkel
Name