UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 1, 2022 (July 28, 2022)

 

CHW Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

Cayman Islands*		001-40764		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

2 Manhattanville Road

Suite 403

Purchase, New York 10577

(Address of principal executive offices, including zip code)

 

(914) 603-5016

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Ordinary Share, par value $0.0001 par share, and one Redeemable Warrant		CHWAU		The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share, included as part of the Units		CHWA		The Nasdaq Stock Market LLC
Redeemable Warrants included as part of the Units, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share		CHWAW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders

 

On July 28, 2022, CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) in connection with the proposed business combination (the “Business Combination”) contemplated by the Business Combination Agreement, dated February 2, 2022, (as it may be amended or supplemented from time to time, the “Business Combination Agreement”) by and between the Company, CHW Merger Sub Inc. (“Merger Sub”), and Wag Labs, Inc. (“Wag!,” and the combined business post closing “New Wag”) as described in the definitive proxy statement/prospectus filed by the Company with the Securities and Exchange Commission on July 13, 2022 (the “Proxy Statement”). Present at the Extraordinary General Meeting were holders of at least 13,050,501 the Company’s Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”), in person or by proxy, representing 83.19% of the voting power of the Company’s Ordinary Shares issued and outstanding as of June 28, 2022, the record date for the Extraordinary General Meeting (the “Record Date”), and constituting a quorum for the transaction of business. As of the Record Date, there were 15,687,500 Ordinary Shares issued and outstanding.

 

At the Extraordinary General Meeting, the Company’s shareholders approved each of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal, and the ESPP Proposal, in each case as defined and described in greater detail in the Proxy Statement. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s shareholders as the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal, and the ESPP Proposal each received a sufficient number of votes for approval.

 

Set forth below are the final voting results for the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal, and the ESPP Proposal:

 

 

The Domestication Proposal  

 

A proposal to approve the Domestication. The voting results of the Ordinary Shares were as follows:

 

Votes For		Votes Against		Abstentions
12,346,984		703,517		0

 

The Business Combination Proposal  

 

A proposal to approve and adopt the Business Combination Agreement. The voting results of the Ordinary Shares were as follows:

 

Votes For		Votes Against		Abstentions
12,346,984		703,517		0

 

The Organizational Documents Proposal  

 

A proposal to approve and adopt the amendment and restatement of the Memorandum and Articles of Association by their deletion and replacement in their entirety with the proposed new certificate of incorporation and bylaws of [New Wag!]¹, to be effective at the time of the Domestication. The voting results of the Ordinary Shares were as follows:

 

Votes For		Votes Against		Abstentions
12,346,984		703,517		0

 

 

The Advisory Charter Proposals

 

The proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which were presented separately as five sub-proposals. The voting results of the Ordinary Shares on each of the sub-proposals were as follows:

 

Advisory Charter Proposal 4A: A sub-proposal to authorize (i) capital stock of 111,000,000 shares, consisting of 110,000,000 shares of common stock, par value $0.0001 per share, and (ii) 1,000,000 shares of preferred stock.

 

Votes For		Votes Against		Abstentions
11,400,787		703,757		945,947

 

Advisory Charter Proposal 4B: A sub-proposal to provide that (i) any amendment to the Proposed Bylaws will require the approval of either the New Wag!’s board of directors or the holders of at least sixty-six and two-thirds percent (66 2∕3%) of the voting power of New Wag!’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class; and (ii) any amendment to certain provisions of the Proposed Charter will require the approval of the holders of at least sixty-six and two-thirds percent (66 2∕3%) of the voting power of New Wag!’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.

 

Votes For		Votes Against		Abstentions
11,217,115		887,439		945,947

 

Advisory Charter Proposal 4C: A sub-proposal to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims.

 

Votes For		Votes Against		Abstentions
11,221,856		882,698		945,947

 

Advisory Charter Proposal 4D: A sub-proposal to eliminate various provisions in the Existing Organizational Documents applicable only to blank check companies, including the provisions requiring that CHW have net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, a business combination.

 

Votes For		Votes Against		Abstentions
11,401,037		703,517		945,947

 

Advisory Charter Proposal 4E: A sub-proposal to provide lock-up provisions restricting the transfer of common stock in the Proposed Bylaws.

 

Votes For		Votes Against		Abstentions
11,221,856		882,697		945,947

 

 

The Nasdaq Proposal

 

The proposal to approve, for the purposes of complying with the applicable listing rules of the Nasdaq Capital Market, (a) the issuance of shares of common stock in connection with the Acquisition Merger, and (b) the issuance of shares of common stock pursuant to the PIPE and Backstop Subscription Agreement. The voting results of the Ordinary Shares were as follows:

 

Votes For		Votes Against		Abstentions
12,346,984		703,517		0

 

The Omnibus Incentive Plan Proposal

 

The proposal to approve the adoption of the Wag! Group Co. 2022 Omnibus Incentive Plan. The voting results of the Ordinary Shares were as follows:

 

Votes For		Votes Against		Abstentions
12,182,734		867,767		0

 

The ESPP Proposal  

 

 The proposal to approve the adoption of the Wag! Group Co. 2022 Employee Stock Purchase Plan (“ESPP”). The voting results of the Ordinary Shares were as follows:

 

Votes For		Votes Against		Abstentions
12,346,780		703,721		0

 

Redemption of Ordinary Shares

 

The Company’s public stockholders had the right to elect to redeem all or a portion of their ordinary shares for a per share price calculated in accordance with its organizational documents. The Company’s public stockholders holding 12,222,922 ordinary shares, or 97.78% of all outstanding public shares, validly elected to redeem their public shares.

 

 

Item 7.01.

Regulation FD Disclosure.

 

On July 28, 2022, the Company and Wag! jointly issued a public release announcing the Company’s stockholder voted to approve the proposed Business Combination at the Extraordinary General Meeting. Copy of the press release is attached hereto as Exhibit 99.1.

   

The information set forth in this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. 

 

Important Information for Shareholders

 

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction 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, or an exemption therefrom.

 

In connection with the transactions (“Business Combination”) contemplated by a definitive Business Combination Agreement, dated as of February 2, 2022 (the “Business Combination Agreement”), by and among CHW Acquisition Corporation (“CHW”), CHW Merger Sub Inc., and Wag!, CHW filed a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2022, as amended and supplemented from time to time, which includes a proxy statement for CHW and a prospectus for New Wag!. CHW and Wag! also plan to file other documents with the SEC regarding the Business Combination. After the Registration Statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of CHW and Wag!. SHAREHOLDERS OF CHW AND WAG! ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about CHW, Wag! and New Wag! once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.

 

Participants in the Solicitation

 

CHW and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of CHW in connection with the Business Combination. Wag! and its officers and directors may also be deemed participants in such solicitation. Information about the directors and executive officers of CHW is set forth in CHW’s final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act on September 2, 2021 and is available free of charge at the SEC’s website at www.sec.gov or by directing a request to CHW at 2 Manhattanville Road, Suite 403 Purchase, NY 10577. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

 

 

Forward-Looking Statements

 

The information included herein and in any oral statements made in connection herewith include forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. These statements are based on the beliefs and assumptions of the respective management teams of CHW and Wag!. Although CHW and Wag! believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither CHW nor Wag! can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Forward-looking statements generally relate to future events or future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern CHW’s and Wag!’s expectations, strategy, plans or intentions. Forward-looking statements contained herein include statements about:

 

●

the anticipated benefits of the Business Combination;

 

●

the ability of CHW and Wag! to complete the Business Combination, including satisfaction or waiver of the conditions to the Business Combination and the issuance of shares to eligible pet caregivers on Wag!'s platform;

 

●

the anticipated costs associated with the proposed Business Combination;

 

●

Wag!’s financial and business performance following the Business Combination, including financial projections and business metrics;

 

●

Wag!’s ability to effectively return to growth and to effectively expand operations;

 

●

the potential business or economic disruptions caused by current and future pandemics, such as the COVID-19 pandemic;

 

●

the ability to obtain and/or maintain the listing of New Wag!'s common stock and the warrants on a stock exchange, and the potential liquidity and trading of its securities;

 

●

the risk that the proposed Business Combination disrupts current plans and operations of Wag! as a result of the announcement and consummation of the proposed Business Combination;

 

●

the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition and the ability of the combined company to grow, manage growth profitably, and retain its key employees;

 

●

changes in applicable laws or regulations;

 

●

Wag!'s ability to raise financing in the future;

 

●

Wag!'s officers and directors allocating their time to other businesses and potentially having conflicts of interest with Wag!'s business or in approving the Business Combination;

 

●

Wag!'s ability to retain existing and acquire new pet parents and pet caregivers;

 

 

●

the strength of Wag!'s network, effectiveness of its technology and quality of the offerings provided through its platform;

 

●

the projected financial information, growth rate, strategies and market opportunities for Wag!;

 

●

Wag!'s ability to successfully expand in its existing markets and into new domestic and international markets;

 

●

Wag!'s ability to provide pet parents with access to high quality and well-priced offerings;

 

●

Wag!'s ability, assessment of and strategies to compete with its competitors;

 

	●	Wag!'s assessment of its trust and safety record;
	●	the success of Wag!'s marketing strategies;

 

●

Wag!'s ability to accurately and effectively use data and engage in predictive analytics;

 

●

Wag!'s ability to attract and retain talent and the effectiveness of its compensation strategies and leadership;

 

●

general economic conditions and their impact on demand for the Wag! platform;

 

●

Wag!'s plans and ability to build out an international platform and generate revenue internationally;

 

●

Wag!'s ability to maintain its licenses and operate in regulated industries;

 

●

Wag!'s ability to prevent and guard against cybersecurity attacks;

 

●

Wag!'s reliance on third party service providers for processing payments, web and mobile operating systems, software, background checks and insurance policies;

 

●

seasonal sales fluctuations;

 

●

Wag!'s future capital requirements and sources and uses of cash;

 

●

the outcome of any known and unknown litigation and regulatory proceedings, including the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against CHW and Wag! following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement;

 

●

Wag!'s ability to maintain and protect its brand and its intellectual property; and

 

●

other factors detailed under the section entitled “Risk Factors” in the Registration Statement on Form S-4 filed in connection with the Business Combination.

 

The forward-looking statements contained herein are based on current expectations and beliefs concerning future developments and their potential effects on CHW and/or Wag!. There can be no assurance that future developments affecting CHW and/or Wag! will be those that CHW and/or Wag! have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of Wag!) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in the Registration Statement on Form S-4, as amended, filed in connection with the Business Combination. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the potential business or economic disruptions caused by current and future pandemics, such as the COVID-19 pandemic, and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. CHW and Wag! undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit Number		Description
99.1		Press Release, dated July 28, 2022.
104		Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	CHW ACQUISITION CORPORATION
Date: August 1, 2022	By:	/s/ Jonah Raskas
		Name: Jonah Raskas
		Title: Co-Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

CHW Acquisition Corporation Stockholders Approve
Proposed Merger Transaction with Wag!

 

San Francisco – July 28, 2022 – CHW Acquisition Corporation (Nasdaq: CHWA), a publicly traded special purpose acquisition company, today announced that CHW Acquisition Corporation’s stockholders voted to approve its proposed business combination with Wag Labs, Inc. (“Wag!” or the “Company”), an American pet services marketplace company powering a mobile-first technology platform that enables on-demand and scheduled dog walking, training, and other pet care services.

 

At the extraordinary general meeting, a total of 13,050,501 ordinary shares, or 83.19% of CHW Acquisition Corporation’s issued and outstanding ordinary shares as of June 28, 2022, the record date of the extraordinary general meeting, were present either in person or represented by proxy. Holders of 12,346,984 ordinary shares, or 94.60% of the votes cast at the meeting, voted for the business combination.

 

CHW Acquisition Corporation’s public stockholders had the right to elect to redeem all or a portion of their ordinary shares for a per share price calculated in accordance with its organizational documents. CHW Acquisition Corporation’s public stockholders holding 12,222,922 ordinary shares, or 97.78% of all outstanding public shares, validly elected to redeem their public shares.

 

At the closing of the business combination, which is expected to occur as soon as practicable after all closing conditions are satisfied or waived, the common stock and warrants of the combined company are set to begin trading on Nasdaq under the new ticker symbol, “PET” and “PETW”, respectively.

 

The formal results of the vote will be included in a Current Report on Form 8-K to be filed by CHW Acquisition Corporation with the Securities and Exchange Commission.

 

About Wag! – Wag.co

 

Wag! strives to be the #1 app for pet parents, offering access to 5-star dog walking, pet sitting, expert pet advice and training from local pet caregivers nationwide. Wag!'s community of over 400,000 pet caregivers are pet people, and it shows. Making pet parents happy is what Wag! does best. With safety and happiness at the forefront, pet caregivers with Wag! have a trusted record of experience with over 12.1 million pet care services completed by pet caregivers on the Wag! Platform and over $325 million total bookings across all 50 states, resulting in more than 96% of services earning 5 stars. For more information, visit wag.co.

 

About CHW Acquisition Corporation – www.chwacquisitioncorp.com

 

CHW is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The focus of the team is to pursue a business combination within the consumer, health and wellness or retail sector. Management is led by Jonah Raskas, Mark Grundman, and Paul Norman.

 

 

Additional Information and Where to Find It

 

In connection with the proposed business combination, on March 10, 2022, CHW filed a registration statement on Form S-4 (the "Form S-4") with the Securities and Exchange Commission (the "SEC"). The Form S-4 includes a proxy statement of CHW and a prospectus of Wag!, referred to as a proxy statement/prospectus. The proxy statement/prospectus will be sent to all CHW shareholders. Additionally, CHW will file other relevant materials with the SEC in connection with the proposed business combination. Copies of the Form S-4, the proxy statement/prospectus and all other relevant materials filed or that will be filed with the SEC may be obtained free of charge at the SEC's website at www.sec.gov. Before making any voting or investment decision, investors and security holders of CHW are urged to read the Form S-4, the proxy statement/prospectus and all other relevant materials filed or that will be filed with the SEC in connection with the proposed business combination because they will contain important information about the proposed business combination and the parties to the proposed business combination.

 

Participants in Solicitation

 

CHW, Wag! and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of CHW's shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination of CHW's directors and officers in CHW's filings with the SEC, including CHW's initial public offering prospectus, which was filed with the SEC on August 30, 2021, CHW's subsequent quarterly reports on Form 10-Q, annual reports on Form 10-K and the Form S-4. To the extent that holdings of CHW's securities by CHW's insiders have changed from the amounts reported therein, any such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to CHW's shareholders in connection with the business combination will be included in the proxy statement/prospectus relating to the proposed business combination when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

 

No Offer or Solicitation

 

This communication shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This communication shall also not constitute an offer to sell or a solicitation of an offer to buy any securities of CHW or Wag!, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or 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.

 

 

Forward-Looking Statements

 

This communication includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination between CHW and Wag!. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believe," "predict," "potential," "continue," "strategy," "future," "opportunity," "would," "seem," "seek," "outlook" and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These statements are based on various assumptions, whether or not identified in this communication. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and they must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements include, without limitation, Wag!'s and CHW's expectations with respect to anticipated financial impacts of the proposed business combination, the satisfaction of closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of CHW's initial public offering prospectus and its subsequent quarterly reports on Form 10-Q and annual reports on Form 10-K. In addition, there will be risks and uncertainties described in the Form S-4 and other documents which are or will be filed by CHW from time to time with the SEC. These filings would identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Many of these factors are outside Wag!'s and CHW's control and are difficult to predict. Many factors could cause actual future events to differ from the forward-looking statements in this communication, including but not limited to: (1) the outcome of any legal proceedings that may be instituted against CHW or Wag! following the announcement of the proposed business combination; (2) the inability to complete the proposed business combination, including due to the inability to concurrently close the business combination and related transactions, including the private placement of common stock, borrowing under the credit facility or due to failure to obtain approval of the shareholders of CHW; (3) the risk that the proposed business combination may not be completed by CHW's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by CHW; (4) the failure to satisfy the conditions to the consummation of the proposed business combination, including the approval by the shareholders of CHW, the satisfaction of the minimum cash requirement following any redemptions by CHW's public shareholders and the receipt of certain governmental and regulatory approvals; (5) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the proposed business combination; (6) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (7) volatility in the price of CHW's or Wag!'s securities; (8) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (9) the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with users and suppliers and retain key employees; (10) costs related to the proposed business combination; (11) changes in the applicable laws or regulations; (12) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (13) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Wag! operates; (14) the impact of the global COVID-19 pandemic; (15) the potential inability of Wag! to raise additional capital needed to pursue its business objectives or to achieve efficiencies regarding other costs; (16) the enforceability of Wag!'s intellectual property, including its patents, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches of data security; and (17) other risks and uncertainties described in CHW's initial public offering prospectus, its subsequent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, and the Form S-4. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. Wag! and CHW caution that the foregoing list of factors is not exclusive or exhaustive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. Neither Wag! nor CHW gives any assurance that Wag! or CHW will achieve its expectations. None of Wag! or CHW undertakes or accepts any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, or should circumstances change, except as otherwise required by securities and other applicable laws.

 

###

 

 

Contacts

 

Media:

 

Wag!: Media@wagwalking.com

 

ICR for Wag!: Wag@icrinc.com

 

CHW:

 

info@chwacquisitioncorp.com

 

Investor Relations:

 

ICR for Wag!: WagIR@icrinc.com