Blog: CHW ACQUISITION CORP : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

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 press release announcing Wag Labs,
Inc.’s (“Wag!”) participation in the 17th Annual Needham Technology & Media
Conference with the virtual attendance of certain of its executives (the “Press
Release”).

The Press Release 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 http://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,
        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       Press Release, dated May 10, 2022.
104        Cover Page Interactive Data File (the Cover Page Interactive Data File
           is embedded within the Inline XBRL document).

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