425 1 tm229242d1_8k.htm 425






Washington, D.C. 20549








Date of Report (Date of earliest event reported): March 16, 2022 (March 14, 2022)


CHW Acquisition Corporation

(Exact name of registrant as specified in its charter)


Cayman Islands   001-40764   N/A
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


2 Manhattanville Road

Suite 403

Purchase, New York 10577

(Address of principal executive offices, including zip code)


(914) 603-5016

(Registrant’s telephone number, including area code)


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


x Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange
on which registered
Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one Redeemable Warrant   CHWAU   The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share, included as part of the Units   CHWA   The Nasdaq Stock Market LLC
Redeemable Warrants included as part of the Units, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share   CHWAW   The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨







Item 7.01. Regulation FD Disclosure.


As previously disclosed, on February 2, 2022, CHW Acquisition Corporation, a Cayman Islands exempted company (“CHW”), CHW Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of CHW (“Merger Sub”), and Wag Labs, Inc., a Delaware corporation (“Wag”), entered into a Business Combination Agreement, pursuant to which, and subject to the terms and conditions contained therein, the business combination of CHW, Merger Sub and Wag will be effected.


On March 14, 2022, the executive officers of CHW and Wag attended the 34th Annual Roth Conference. A script of the management remarks made during the 34th Annual Roth Conference is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


On March 15, 2022, Wag issued a press release (the “Press Release”) announcing the result of a survey conducted by Wag on pet parents across the country.


A copy of the Press Release is filed herewith as Exhibit 99.2.


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   Conference Script, dated March 14, 2022
99.2   Press Release, dated March 15, 2022
104   Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 16, 2022 By:  /s/ Jonah Raskas
    Name: Jonah Raskas
    Title: Co-Chief Executive Officer