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CHW ACQUISITION CORPORATION

(CHWA)
Delayed Nasdaq  -  04:00 2022-10-06 pm EDT
2.420 USD   -0.41%
08/30CHW Acquisition Corporation announced that it has received $0.2415 million in funding
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08/15Chw Acqu : Wag! Announces Closing of Business Combination with CHW Acquisition Corporation - Form 8-K
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CHW ACQUISITION CORP : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

08/08/2022 | 06:10am EDT

Item 1.01. Entry into a Material Definitive Agreement

Forward Share Purchase Agreements

On August 5, 2022, the CHW Acquisition Corporation (the "Company" or "CHW") entered into Forward Share Purchase Agreements (each, a "Forward Purchase Agreement" and collectively, the "Forward Purchase Agreements"), with each of Milton Arbitrage Partners, LLC, MMCAP International Inc. SPC, Nautilus Master Fund, L.P. and Polar Multi-Strategy Master Fund (each, an "Investor" and collectively, the "Investors") pursuant to which, on the three month anniversary of the date of the closing of the Company's Business Combination (as defined below), the Investors may elect to sell and transfer to the Company, and the Company will purchase, in the aggregate up to 2,393,378 shares of common stock of the Company, par value $0.0001 per share (the "Investor Shares"), consisting of shares of common stock then held by the Investors and not sold and repurchased by the Investor since the closing of the Business Combination. The Company will acquire the Investor Shares at a price of $10.30 per share (the "Shares Purchase Price"). The date of the closing of the Business Combination is referred to as "Business Combination Closing Date", and the date of the purchase by the Company of the Investor Shares is referred to as the "Put Date". In conjunction with the sale of the Investor Shares to the Company, each Investor shall notify the Company and the Escrow Agent (as defined below) in writing five business days prior to the three-month anniversary of the date of the Business Combination Closing Date whether or not such Investor is exercising its right to sell the Investor Shares that such Investor holds to the Company pursuant to the Forward Purchase Agreements (each, a "Shares Sale Notice"). If a Shares Sale Notice is timely delivered by an Investor to the Company and the Escrow Agent, the Company will purchase from such Investor the Investor Shares held by such Investor on the Put Date.

In exchange for the Company's commitment to purchase the Investor Shares on the Put Date, each Investor agreed that it will not request redemption of any of the Investor Shares in conjunction with the Company's shareholders' approval of the Business Combination, or tender the Investor Shares to the Company in response to any redemption or tender offer that the Company may commence for its ordinary shares.

Notwithstanding anything to the contrary in the Forward Purchase Agreements, commencing on the Business Combination Closing Date, the Investor may sell its Investor Shares in the open market. If the Investor sells any Investor Shares in the open market after the Business Combination Closing Date and prior to the three-month anniversary of the Business Combination Closing Date (such sale, the "Early Sale" and such shares, the "Early Sale Shares"), the Escrow Agent shall release from the Escrow Account to the Company an amount equal to $10.30 per Early Sale Share sold in such Early Sale.

Simultaneously with the closing of the Business Combination, the Company will deposit into an escrow account with Continental Stock Transfer and Trust Company (the "Escrow Agent"), subject to the terms of an escrow agreement, an amount equal to the lesser of (i) $24,651,793.40 and (ii) $10.30 multiplied by the aggregate number of Investor Shares held by the Investors as of the closing of the Business Combination. The Company's purchase of the Investor Shares will be made with funds from the escrow account attributed to the Investor Shares. In the event that an Investor sells any Investor Shares as provided for above, it shall provide notice to the Company and the Escrow Agent within three business days of such sale (the "Open Market Sale Notice"), and the Escrow Agent shall release from the escrow account for the Company's use without restriction an amount equal to the pro rata portion of the escrow attributed to the Investor Shares which the Investor has sold. In the event that the Investor chooses not to sell to the Company any Investor Shares that the Investor owns as of the three-month anniversary of the Business Combination Closing Date, the Escrow Agent shall release all remaining funds from the escrow account for the Company's use without restriction.

The Company agreed not to enter into additional agreements for the purchase of the Company's ordinary shares that provide material terms that are more favorable than the terms provided to the Investors in the Forward Purchase Agreements in connection with the closing of the Business Combination. In the event that the Company enters into separate purchase agreements with material terms that are more favorable than the terms provided to the Investor in the Forward Purchase Agreements at any time prior to the Business Combination Closing Date, the Company shall immediately inform the Investor of such more favorable terms, and the Investor shall have the mutual right to elect to have such more favorable terms included in its Forward Purchase Agreement.

The Forward Purchase Agreements contain customary representations, warranties and covenants from the parties. The Company's obligation to consummate the transactions contemplated by the Forward Purchase Agreements are subject to the consummation of the Business Combination.

The Company agreed to indemnify the Investor and its respective officers, directors, employees, agents and shareholders (collectively referred to as the "Indemnitees") against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable and documented out-of-pocket outside counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding, in each case, brought by a third party creditor of the Company, Wag! Group Co. as the post-combination company ("New Wag!") or any of their respective subsidiaries asserting that an Investor is not entitled to receive the aggregate Share Purchase Price or such portion thereof as they are entitled to receive pursuant to the Forward Purchase Agreements, in each case unless such action, claim or proceeding is the result of the fraud, bad faith, willful misconduct or gross negligence of any Indemnitee.

Each Forward Purchase Agreement may be terminated: (i) by mutual written consent of the Company and the Investor; (ii) prior to the closing of the Business Combination by the Investor if there occurs a Material Adverse Effect (as defined in the Business Combination Agreement); (ii) by the Investor, if prior to the Business Combination, all parties, and the Escrow Agent, have not executed the Escrow Agreement; (iii) by the Investor, if the Business Combination Agreement is materially amended in a manner materially adverse to the Investor; or (iv) by the Investor if consummation of the Business Combination does not occur by August 8, 2022.

The foregoing description is only a summary of the Forward Purchase Agreements and is qualified in its entirety by reference to the full text of the Forward Purchase Agreements, a form of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. The form of Forward Purchase Agreement is included as an exhibit to this Current Report on Form 8-K in order to provide investors and security holders with material information regarding its terms of the transaction. It is not intended to provide any other factual information about the Company or the Investor. The representations, warranties and covenants contained in the Forward Purchase Agreements were made only for purposes of that agreement; are solely for the benefit of the parties to such respective Forward Purchase Agreement; may have been made for the purposes of allocating contractual risk between the parties to such Forward Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Security holders and investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or the Investor.

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 contemplated by the Business Combination Agreement, 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 has mailed a definitive proxy statement/prospectus to its shareholders. This communication does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. CHW's shareholders and other interested persons are advised to read the definitive proxy statement/prospectus and other documents filed in connection with the proposed business combination, as these materials will contain important information about CHW, Wag! and the Business Combination. The Registration Statement was declared effective by the SEC on July 12, 2022 and the definitive proxy statement/prospectus and other relevant documents were mailed to shareholders of CHW as of the record date established for voting on the proposed Business Combination and the other proposals regarding the Business Combination. Shareholders are able to obtain copies of the definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SEC's website at 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
. . .

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
  10.1             Form of Forward Share Purchase Agreement.
104              Cover Page Interactive Data File (the Cover Page Interactive Data
                 File is embedded within the Inline XBRL document).

© Edgar Online, source Glimpses

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Financials ()
Sales 2021 - - -
Net income 2021 -0,83 M - -
Net cash 2021 0,69 M - -
P/E ratio 2021 -87,9x
Yield 2021 -
Capitalization 130 M 130 M -
EV / Sales 2020
EV / Sales 2021 -
Nbr of Employees -
Free-Float -
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