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United States securities and exchange commission logo
June 29, 2022
Jonah Raskas
Co-Chief Executive Officer and Director
CHW Acquisition Corp
2 Manhattanville Road, Suite 403
Purchase, NY 10577
Re: CHW Acquisition
Corp
Amendment No. 3 to
Registration Statement on Form S-4
Filed June 23, 2022
File No. 333-263418
Dear Mr. Raskas:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
14, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4 Filed June 23,
2022
Debt Financing and Equity Commitments, page 35
1. We note your response
to prior comment 2. Notwithstanding the lack of affiliation, please
confirm that the open
market purchases you describe are consistent with Tender Offers
and Schedules Question
166.01, located at our web-site. If not, tell us how they are
appropriate under Rule
14e-5.
Regulatory Approvals, page 38
2. We note your disclosure
about regulatory approvals. With a view toward disclosure,
please tell us whether
your sponsor is, is controlled by, or has substantial ties with a non-
U.S. person. Please
also tell us whether anyone or any entity associated with or otherwise
Jonah Raskas
CHW Acquisition Corp
June 29, 2022
Page 2
involved in the transaction, is, is controlled by, or has substantial
ties with a non-U.S.
person. If so, also include risk factor disclosure that addresses how
this fact could impact
your ability to complete your initial business combination. For
instance, discuss the risk to
investors that you may not be able to complete your initial business
combination should
the transaction be subject to review by a U.S. government entity, such
as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
General
3. With a view to understanding the new lock-up provision in the Proposed
Bylaws for
which you are seeking advisory approval pursuant to proposal 4E,
clarify the group of
stockholders impacted by the provision and the Lock-Up Agreement, by
addressing the
following:
Throughout your filing where you state that the new lock-up
provision would apply
to "certain" stockholders of New Wag!, clarify, if true, that it
will not apply to all
public CHW stockholders who receive shares of New Wag! common
stock pursuant
to the business combination. In this regard, we note your
disclosure in Section 39 of
Annex C that the lock-up provision applies to "former holders of
capital stock of Wag
Labs, Inc.," but your disclosure on page 314 suggests the
provision is not limited to
former holders of Wag! capital stock. Revise for consistency;
State the percentage of the total outstanding shares of New
Wag! that would be
locked up as a result of this provision and the Lock-Up Agreement
and specify the
length of time;
Add risk factor disclosure addressing the impact on New Wag!'s
stock price if all
shares are locked up, the potential impact on redemptions, and
whether the lock-up
would impact New Wag!'s ability to list its shares on Nasdaq.
Refer to Nasdaq
Listing Rule 5505(a)(3)(ii); and
Describe any negotiations relating to the addition of this
lock-up provision in the
Background of the Business Combination section.
4. We note that Chardan was an underwriter for the initial public offering
of the SPAC and it
is advising/has advised on the business combination transaction with the
target company.
Please tell us, with a view to disclosure, whether you have received
notice from Chardan
FirstName LastNameJonah Raskas
or any other financial advisor about it ceasing involvement in your
transaction and how
Comapany NameCHW
that may Acquisition
impact your deal or Corp
the deferred underwriting compensation
owed to Chardan for
the2022
June 29, SPAC s
Pageinitial
2 public offering.
FirstName LastName
Jonah Raskas
FirstName LastNameJonah Raskas
CHW Acquisition Corp
Comapany
June NameCHW Acquisition Corp
29, 2022
June 29,
Page 3 2022 Page 3
FirstName LastName
Please contact Taylor Beech at 202-551-4515 or Mara Ransom at
202-551-3264 with any
questions.
Sincerely,
Division of Corporation
Finance
Office of Trade &
Services
cc: Ari Edelman, Esq.