UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

SEC File Number: 001-40764

CUSIP Numbers: G2254A109; G2254A117; G2254A125

 

 

(Check one):		¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR
		For Period Ended: September 30, 2021
		¨ Transition Report on Form 10-K
		¨ Transition Report on Form 20-F
		¨ Transition Report on Form 11-K
		¨ Transition Report on Form 10-Q
		For the Transition Period Ended:

  

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

CHW Acquisition Corporation

Full Name of Registrant

 

N/A

Former Name if Applicable

 

2 Manhattanville Road

Suite 403

Address of Principal Executive Office (Street and Number)

 

Purchase, NY 10577

City, State and Zip Code

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), has determined that it is unable to finalize its financial results without unreasonable expense or effort.

 

The Company is reevaluating the classification of its ordinary shares (the “Public Shares”) subject to possible redemption, which were issued in connection with the Company’s initial public offering and the exercise of the underwriter’s over-allotment. In particular, Accounting Standards Codification (“ASC”) 480-10-S99, Distinguishing Liabilities from Equity, requires ordinary shares with redemption features that are not solely within the Company’s control to be classified outside of permanent equity. The Company previously determined the Public Shares subject to possible redemption to be equal to the redemption value of $10.00 per Public Share while also taking into consideration the requirement in the Company’s amended and restated memorandum and articles of association that a redemption cannot result in the Company’s net tangible assets being less than $5,000,001.

 

In connection with the reevaluation, the Company anticipates that its Public Shares subject to possible redemption will be reclassified as temporary equity in their entirety. This anticipated reclassification would result in an adjustment to the initial carrying value of the Public Shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and ordinary shares. The Company also expects to revise its earnings per share (“EPS”) calculation to allocate net income (loss) evenly to the redemable and nonredeemable shares. The Company, however, does not expect that such reclassification would change total assets, liabilities or operating results in any prior periods. The Company is concurrently evaluating the materiality of the anticipated reclassification and other related accounting matters in accordance with Staff Accounting Bulletin No. 99 and 108.

 

The Company is working diligently to complete the Form 10-Q as soon as possible; however, given the scope of the process for determining the appropriate treatment of the Public Shares subject to possible redemption in accordance with ASC 480-10-S99, the Company will be unable to complete and file the Form 10-Q by the required due date of November 15, 2021 and needs additional time. The Company plans to file the Form 10-Q as soon as practicably possible.

 

(1)

Name and telephone number of person to contact in regard to this notification.

Jonah Raskas

(914)

603-5016

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes x No ¨

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ¨ No x

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

  

 

CHW Acquisition Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 15, 2021	By:	/s/ Jonah Raskas
		Jonah Raskas
		Co-Chief Executive Officer