CHW ACQUISITION CORPORATION Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is the transcript of the Analyst Day (the
"Transcript") that was held on
The Transcript 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 Business Combination, CHW filed a Registration Statement
on Form S-4 with the
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
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,
the ability of the combined company to grow and 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 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 AnalystDay Transcript , datedApril 29, 2022 . 104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).
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