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June 14, 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. 2 to
Registration Statement on Form S-4
Filed June 7, 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 May
25, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed June 7, 2022
Summary of the Proxy Statement/Prospectus
Debt Financing and Equity Commitments, page 35
1. We note that the
Business Combination will involve both the PIPE and Backstop
Investment and the
Credit Facility. Please disclose, if true, that this combination of
financing mechanisims
is not currently common for a SPAC business combination
transaction. Also
please disclose the Lender Warrants on your prospectus cover page.
2. We note your disclosure
that under the PIPE and Backstop Subscription Agreement, the
PIPE and Backstop
Investor may acquire shares in the open market. Please tell us whether
the PIPE and Backstop
Investor is an "affiliate" as defined in Rule 14e-5, and if so, tell us
Jonah Raskas
CHW Acquisition Corp
June 14, 2022
Page 2
how this arrangement complies with Rule 14e-5.
Certain Engagements in Connection with the Transaction and Related
Transactions, page 43
3. We note your response to comment 6 and your revised disclosure. Please
also disclose the
value of the Representative Shares issued to Chardan in connection with
CHW's IPO.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations,
page 234
4. We note your response to comment 11 and your revision to adjustment AA to
indicate the
appropriate amount is $3 thousand. Please explain if this adjustment is
intended to
coincide with the equity adjustments J(iii) and K for $30 thousand. If
so, please
explain why the amounts are not consistent or revise.
You may contact Scott Stringer at 202-551-3272 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any
other
questions.
Sincerely,
FirstName LastNameJonah Raskas
Division of
Corporation Finance
Comapany NameCHW Acquisition Corp
Office of Trade &
Services
June 14, 2022 Page 2
cc: Ari Edelman, Esq.
FirstName LastName