As filed with the Securities and Exchange Commission on June 30, 2022.

Registration Statement No. 333-263418​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4
to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHW Acquisition Corporation*

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands*	6770	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2 Manhattanville Road
Suite 403
Purchase, NY 10577
Tel: (914) 603-5016

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Jonah Raskas
Co-Chief Executive Officer
2 Manhattanville Road
Suite 403
Purchase, NY 10577
Tel: (914) 603-5016

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ari Edelman
Sunyi Snow
McDermott Will & Emery LLP
One Vanderbilt Avenue
New York, New York 10017
(212) 547-5400 Adam J. Brenneman
Charles W. Allen
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/​prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
​	​	Emerging growth company	☒

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

*

Prior to the consummation of the business combination described in the proxy statement/prospectus, CHW Acquisition Corporation, a Cayman Islands exempted company (“CHW”), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which CHW’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed Wag! Group Co. in connection with the Business Combination, as further described in the proxy statement/prospectus. As used in this proxy statement/prospectus, the term “registrant” refers to CHW Acquisition Corporation (a Cayman Islands exempted company), prior to the Domestication, and to Wag! Group Co. (a Delaware corporation), following the Domestication.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED JUNE 30, 2022

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
CHW ACQUISITION CORPORATION,
AND
PROSPECTUS FOR
69,627,500 SHARES OF COMMON STOCK AND
16,738,636 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF
CHW ACQUISITION CORPORATION (AFTER ITS DOMESTICATION AS A CORPORATION
INCORPORATED IN THE STATE OF DELAWARE AND RENAMING
AS WAG! GROUP CO. IN CONNECTION WITH THE DOMESTICATION)

The board of directors of CHW Acquisition Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company,” “CHW,” “we,” “us” or “our”), has approved (i) the domestication of CHW as a Delaware corporation (the “Domestication”) and (ii) the Business Combination Agreement, dated as of February 2, 2022, by and among CHW, Wag Labs, Inc., a Delaware corporation (“Wag!”) (as may be amended from time to time, the “BCA” or the “Business Combination Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex A. Wag! is a leading provider of access to pet care services. In connection with the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Company will be renamed “Wag! Group Co.” ​(referred to herein as “New Wag!”).

As part of these transactions, CHW has formed a wholly owned subsidiary, CHW Merger Sub, Inc. (“Merger Sub”), which at the closing of the Business Combination (the “Closing”) will merge with and into Wag! (the “Acquisition Merger”), with Wag! being the surviving entity in the Acquisition Merger (the “Merger”). Upon the completion of the Business Combination and as a result of the Business Combination, Wag! will become a directly wholly owned subsidiary of New Wag!, and New Wag! will be owned in part by former public shareholders of CHW and the Sponsor, and in part by continuing equity owners of Wag!.

In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into a subscription agreement (the “PIPE and Backstop Subscription Agreement”) with a certain qualified institutional buyer (the “PIPE and Backstop Investor”) pursuant to which the PIPE and Backstop Investor agreed to purchase 500,000 shares (the “PIPE and Backstop Shares”) of common stock at a purchase price per share of $10.00 and an aggregate purchase price of $5 million (the “PIPE and Backstop Investment”). The purchase of the PIPE and Backstop Shares is conditioned upon, among other conditions, and will be consummated substantially concurrently with, the Closing. In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into a definitive commitment letter (the “Commitment Letter”) with Blue Torch Capital LP (together with its affiliated funds and any other parties providing a commitment thereunder, including any additional lenders, agents, arrangers or other parties joined thereto after the date thereof, collectively, the “Debt Financing Sources”), pursuant to which, among other things, the Debt Financing Sources agreed to fund a $30 million senior secured term loan credit facility (the “Credit Facility”). Upon closing of the Credit Facility, Blue Torch Capital LP (the “Initial Lender”) shall receive warrants to acquire shares of New Wag! representing 5.0% of the issued and outstanding shares of New Wag! with an exercise price equal to $11.50 per share (such warrants, the “Lender Warrants”). The closing and funding of the Credit Facility will occur in connection with the Closing, subject to the satisfaction or waiver of the conditions to funding set forth in the Commitment Letter.

On January 28, 2022, Wag! entered into a series of subscription agreements (the “Series P Subscription Agreements”) with certain institutional and other accredited investors (the “Series P Investors”), pursuant to which the Series P Investors agreed to purchase an aggregate of 1,100,000 shares of Series P Preferred Stock (the “Series P Shares”) at a purchase price per share of $10.00 and an aggregate purchase price of $11 million (the “Series P Investment”). The closing of the Series P Investment was not conditioned in any manner whatsoever on the closing of the Business Combination and occurred promptly following the signing of the Series P Subscription Agreements. Negotiations with respect to the Series P Investment were occurring in parallel to negotiations of the proposed PIPE investment, including determining the allocation of the proposed PIPE investment as between new investors and existing investors in Wag!, and did not directly affect the initial valuation proposal from CHW or the December 28, 2021 revised valuation.

Upon the consummation of the Merger, each share of Wag! common stock and Wag! preferred stock will be converted into New Wag! common stock. The Merger will occur based on the following transactions, as contemplated by the Business Combination Agreement, (i) the conversion of all outstanding shares of

Wag!’s preferred stock into shares of New Wag! common stock at the then-effective conversion rate as calculated pursuant to Wag!’s Business Combination Agreement; (ii) the cancellation of each issued and outstanding share of Wag!’s common stock and the conversion into the right to receive a number of shares of New Wag! common stock equal to the exchange ratio of 0.97 shares of New Wag! common stock for each share of Wag! common stock; (iii) the conversion of all outstanding Wag! warrants into New Wag! warrants exercisable for shares of New Wag! common stock with the same terms except for the number of shares exercisable and the exercise price, each of which will be adjusted using an exchange ratio of 0.97 for Wag! warrants; (iv) the conversion of all outstanding vested and unvested Wag! Options into options exercisable for shares of New Wag! common stock with the same terms except for the number of shares exercisable and the exercise price, each of which will be adjusted using the exchange ratio of 0.97 for Wag! Options; (v) the conversion of 1,100,000 shares of Wag! Series P Shares into New Wag! common stock on a one-for-one basis; (vi) the issuance and sale of 500,000 CHW ordinary shares for a purchase price of $10.00 per share and an aggregate purchase price of $5,000,000 immediately prior to the Effective Time in the PIPE and Backstop Subscription Agreement (assuming that the subscriber for the PIPE and Backstop Investment does not seek to reduce its commitment as a result of acquiring any CHW ordinary shares in the market prior to the Effective Time); (vii) immediately prior to the Effective Time, each CHW ordinary share (including any Sponsor Shares (as defined below) not forfeited) shall be converted into shares of New Wag! common stock; (viii) the cancellation of 13,327 founder shares held by the Sponsor in a maximum redemption scenario in connection with the Business Combination and in accordance with the terms of the CHW Founders Stock Letter (as defined below) and the Business Combination Agreement; (ix) the issuance of 300,000 New Wag! Community Shares (as defined below) that New Wag! may distribute to members of the pet wellness and welfare community as identified by our officers and directors; and (x) the cancellation of 20,000 founder shares held by Sponsor in connection with the Business Combination and in accordance with the CHW Founders Stock Letter and the Business Combination Agreement.

Upon Closing, New Wag! will have an anticipated enterprise value of approximately $354 million. New Wag!’s executive officers, directors, and their affiliates will beneficially own approximately 50.2% of New Wag!’s common stock outstanding, assuming maximum redemptions.

As described in this proxy statement/prospectus, CHW’s shareholders are being asked to consider and vote upon (among other things) the Business Combination, the Domestication and the other proposals set forth herein.

This proxy statement/prospectus covers (A) 69,627,500 shares of common stock, which includes (i) 15,687,500 shares issuable upon cancellation and conversion of CHW ordinary shares in connection with the Domestication, (ii) 53,640,000 shares issuable as consideration for the ownership interests in Wag! in connection with the Acquisition Merger (including shares of common stock that may be issued upon the exchange of common stock of Wag! that will be issued in the Business Combination), including shares issuable as earnout consideration in the Business Combination (subject to vesting and forfeiture events under the terms of the documents governing the Business Combination), and (iii) 300,000 shares issuable to eligible members of the pet wellness and welfare community through a community share program; and (B) 16,738,636 warrants to purchase shares of common stock.

CHW’s units, public shares and public warrants are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “CHWAU”, “CHWA” and “CHWAW”, respectively. CHW intends to apply for listing, to be effective at the time of the Business Combination, of New Wag!’s common stock and warrants to purchase common stock on Nasdaq under the proposed symbols “PET” and “PETW”, respectively.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 56 of this proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this proxy statement/prospectus, passed upon the fairness of the BCA or the transactions contemplated thereby, or passed upon the adequacy or accuracy of this proxy statement/​prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                 , 2022, and is first being mailed to CHW’s shareholders on or about                 , 2022.

CHW ACQUISITION CORPORATION
2 Manhattanville Road, Suite 403
Purchase, NY 10577

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON            , 2022

TO THE SHAREHOLDERS OF CHW ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Special Meeting”) of CHW Acquisition Corporation, a Cayman Islands exempted company (“CHW,” “we,” “us” or “our”), will be held at [     ] a.m., Eastern Time, on            , 2022, at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017, or such other date, time, and place to which such meeting may be adjourned. In the interest of public health, and due to the impact of the ongoing COVID-19 pandemic, we are also planning for the meeting to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus, but the physical location of the meeting will remain at the location specified above for the purposes of Cayman Islands law and our Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”).

You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

Proposal No. 1 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, the change of CHW’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and such proposal, the “Domestication Proposal”);

Proposal No. 2 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal is approved and adopted, the adoption of the Business Combination Agreement, dated as of February 2, 2022, as amended from time to time, by and among CHW, CHW Merger Sub Inc. (“Merger Sub”) and Wag Labs, Inc. (“Wag!”) (the “Business Combination Agreement”), pursuant to which at least one business day, but no more than two business days, following the closing of the Domestication (the “Acquisition Closing Date”), Merger Sub will merge with and into Wag! (the “Acquisition Merger” and, together with the Domestication, the “Merger Steps” and, together with all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Wag! surviving the Acquisition Merger as a wholly owned subsidiary of New Wag!, the post-Domestication company (“New Wag!”) (such proposal, the “Business Combination Proposal”).

Proposal No. 3 — The Organizational Documents Proposal — to approve by special resolution under Cayman Islands law, assuming the Domestication Proposal and the Business Combination Proposal are approved and adopted, the amendment and restatement of the Memorandum and Articles of Association by their deletion and replacement in their entirety with the proposed new certificate of incorporation (the “Proposed Charter”) and bylaws (the “Proposed Bylaws,” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of New Wag!, which, if approved, would take effect at the time of the Domestication (we refer to this proposal as the “Organizational Documents Proposal”);

Proposal No. 4 — The Advisory Charter Proposals — to approve, as ordinary resolutions, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with United States Securities and Exchange Commission (the “SEC”) guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as five sub-proposals (which proposals we refer to, collectively, as the “Advisory Charter Proposals”);

Advisory Charter Proposal 4A — to authorize capital stock of 111,000,000 shares, consisting of 110,000,000 shares of common stock, par value $0.0001 per share (“common stock”) and (ii) 1,000,000 shares of preferred stock;

Advisory Charter Proposal 4B — to provide that (i) any amendment to the Proposed Bylaws will require the approval of either the New Wag!’s board of directors or the holders of at least sixty-six and two-thirds  percent (662∕3%) of the voting power of New Wag!’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class; and (ii) any amendment to certain provisions of the Proposed Charter will require the approval of the holders of at least sixty-six and two-thirds percent (662∕3%) of the voting power of New Wag!’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.

Advisory Charter Proposal 4C — to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims;

Advisory Charter Proposal 4D — to eliminate various provisions in the Existing Organizational Documents applicable only to blank check companies, including the provisions requiring that CHW have net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, a business combination;

Advisory Charter Proposal 4E — to provide lock-up provisions restricting the transfer of common stock in the Proposed Bylaws.

Proposal No. 5 — The Nasdaq Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Business Combination Proposal and the Organizational Documents Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the Nasdaq Capital Market (“Nasdaq”), (a) the issuance of shares of common stock in connection with the Acquisition Merger, and (b) the issuance of shares of common stock pursuant to the PIPE and Backstop Subscription Agreement (as defined below), copies of which are attached to this proxy statement/prospectus as Annex G (we refer to this proposal as the “Nasdaq Proposal”);

Proposal No. 6 — The Omnibus Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution, assuming the Nasdaq Proposal is approved and adopted, the Wag! Group Co. 2022 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex E (we refer to this proposal as the “Omnibus Incentive Plan Proposal”);

Proposal No. 7 — The ESPP Proposal — to consider and vote upon a proposal to approve by ordinary resolution, assuming the Nasdaq Proposal is approved and adopted, the Wag! Group Co. 2022 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex F (we refer to this proposal as the “ESPP Proposal” and, collectively with the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Nasdaq Proposal and the Omnibus Incentive Plan Proposal, the “Condition Precedent Proposals”); and

Proposal No. 8 — The Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Condition Precedent Proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).

Only holders of record of CHW’s ordinary shares at the close of business on June 28, 2022 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournment of the Special Meeting.

The resolutions to be voted upon in person or by proxy at the Special Meeting relating to the above proposals are set forth in the proxy/statement prospectus sections entitled “Proposal No. 1 — The Domestication Proposal”, “Proposal No. 2 — The Business Combination Proposal”, “Proposal No. 3 — The Organizational Documents Proposal”, “Proposal No. 4 — The Advisory Charter Proposals”, “Proposal No. 5 — The Nasdaq Proposal”, “Proposal No. 6 — The Omnibus Incentive Plan Proposal”, “Proposal No. 7 — The ESPP Proposal” and“Proposal No. 8 — The Adjournment Proposal”, respectively.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting.

Whether or not you plan to attend the Special Meeting, we urge you to read when available the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, CHW’s board of directors has determined that each of the proposals set forth above is in the best interests of CHW and its shareholders and recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of CHW’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of CHW and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of CHW Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.

Under the Business Combination Agreement, the approval of each of the Condition Precedent Proposals is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. The Advisory Charter Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposal. If our shareholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated.

In connection with CHW’s initial public offering of units (“the IPO”), on August 30, 2021, Sponsor and our officers and directors entered into a letter agreement (the “IPO Letter Agreement”) pursuant to which they agreed, among other things, to vote their ordinary shares purchased prior to the IPO (“founder shares”), as well as any ordinary shares sold in the IPO (“public shares”) purchased by them during or after the IPO, if any, in favor of CHW’s initial business combination. Accordingly, we expect them to vote their shares in favor of all proposals being presented at the Special Meeting.

In connection with the execution of the Business Combination Agreement, the Sponsor, Mark Grundman and Jonah Raskas (the “CHW Founder Shareholders”) entered into the CHW Founders Stock Letter with CHW and Wag!, which we refer to as the “CHW Founders Stock Letter,” pursuant to which, among other things, effective upon the Closing, Sponsor, from the date of the Business Combination Agreement until the earlier of Closing or the termination of the Business Combination Agreement in accordance with its terms, will refrain from taking (and not cause CHW to take) any action the effect of which would be to cause CHW to breach its non-solicitation obligations set forth in the Business Combination Agreement. In addition, the Sponsor agreed, among other things, (i) from the date of the Business Combination Agreement until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, to not redeem any ordinary shares (or, if applicable, shares of New Wag! common stock) held by them and (ii) prior to the consummation of Business Combination or the termination of the Business Combination Agreement, to vote or cause to be voted, all of the CHW shares beneficially owned by the Sponsor, at every meeting of the shareholders of CHW at which such matters are considered and at every adjournment or postponement thereof: (1) in favor of (A) the Business Combination and the Business Combination Agreement and the other transactions contemplated thereby (including any proposals recommended by CHW’s Board of Directors in connection with the Business Combination) and (B) any proposal to adjourn or postpone such meeting of shareholders to a later date if there are not sufficient votes to approve the Business Combination; (2) against any action, proposal, transaction or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of CHW under the Business Combination Agreement; and (3) against (A) any proposal or offer from any person concerning (I) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving CHW, or (II) the issuance or acquisition of shares of capital stock or other CHW equity securities (other than as contemplated or permitted by the Business Combination Agreement); and (B) any action, proposal, transaction or agreement that would reasonably be expected to (x) impede the fulfillment of CHW’s conditions under the Business Combination Agreement or change in any manner the voting rights of any

class of CHW’s shares or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the CHW Founder Shareholders contained in the CHW Founders Stock Letter.

Pursuant to CHW’s Existing Organizational Documents, a holder of public shares (“public shareholder”) may request that CHW redeem all or a portion of its public shares (which would be cancelled and converted into common stock of New Wag! by virtue of the Domestication) for cash if the Business Combination is consummated. For the purposes of Article 48.5 of the Existing Organizational Documents and the Cayman Islands Companies Act (As Revised), the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in the proxy statement/prospectus relating to the Business Combination shall be interpreted accordingly. You will be entitled to receive cash for any public shares to be redeemed only if you:

•

hold (a) public shares or (b) units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

•

prior to 5:00 p.m., Eastern Time, on            , 2022 (two business days prior to the special meeting), (a) submit a written request to VStock Transfer LLC, CHW’s transfer agent (the “Transfer Agent”), that CHW redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so.

Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal.

If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest (less taxes paid or payable, if any, and up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares. For illustrative purposes, as of June 28, 2022, this would have amounted to approximately $10.00 per public share. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See “The Extraordinary General Meeting — Redemption Rights” in the proxy statement/​prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Closing is subject to certain customary conditions, including, among other things: (i) the approval of the Business Combination and other matters by CHW’s shareholders; (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain additional regulatory approvals; (iii) the Available Cash Amount equaling no less than $30 million at the Closing (such condition, the “Minimum Cash Condition”); (iv) (x) fundamental representations and warranties (which includes Organization, Due Authorization, Holding Company; Ownership and Brokers’ Fees) bring down conditions to an “all material respects” standard, (y) general representations and warranties bring down conditions to a “material adverse effect” standard and

(z) capitalization representation bring down condition to a “de minimis” standard; (v) covenant bring down conditions to an “all material respects” standard; (vi) the absence of a material adverse effect on the respective parties; and (vii) the effectiveness of this registration statement and the listing of New Wag! common stock to be issued in the Business Combination on the Nasdaq Capital Market (“Nasdaq”). To the extent permitted by law, the conditions in the Business Combination Agreement may be waived by the parties thereto.

In connection with entering into the Business Combination Agreement, CHW entered into a subscription agreement (the “PIPE and Backstop Subscription Agreement”), dated as of February 2, 2022, with a qualified institutional buyer (the “PIPE and Backstop Investor”), as modified and supplemented by that certain side letter agreement between CHW and the PIPE and Backstop Investor, dated June 30, 2022, pursuant to which, among other things, the PIPE and Backstop Investor agreed to purchase from CHW, and not in the open market, an aggregate of 500,000 shares of common stock following the Domestication and immediately prior to the Closing at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of $5 million; (the “PIPE and Backstop Investment”). The PIPE and Backstop Subscription Agreement contains customary representations, warranties, covenants and agreements of CHW and the PIPE and Backstop Investor and are subject to customary closing conditions which include (i) the absence of any amendment or modification to the Business Combination Agreement that is material and adverse to the PIPE and Backstop Investor; and (ii) the right to terminate the PIPE and Backstop Subscription Agreement if the transactions contemplated in the Business Combination Agreement have not been consummated by November 6, 2022, other than as a result of breach by the terminating party.

In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into a definitive commitment letter (the “Commitment Letter”) with Blue Torch Capital LP (together with its affiliated funds and any other parties providing a commitment thereunder, including any additional lenders, agents, arrangers or other parties joined thereto after the date thereof, collectively, the “Debt Financing Sources”), pursuant to which, among other things, the Debt Financing Sources agreed to fund a $30 million senior secured term loan credit facility (the “Credit Facility”). The closing and funding of the Credit Facility will occur in connection with the closing of the transactions contemplated by the Business Combination Agreement, subject to the satisfaction or waiver of the conditions to funding set forth in the Commitment Letter. Upon closing, New Wag! will be the primary borrower under the Credit Facility, New Wag! will be a parent guarantor and substantially all of Wag!’s existing and future subsidiaries will be subsidiary guarantors (subject to certain customary exceptions). The Credit Facility will be secured by a first priority security interest in substantially all assets of New Wag! and the guarantors (subject to certain customary exceptions).

Interest will be payable in arrears at the end of each LIBOR interest period (or other appropriate published rate, but at least every three (3) months) for LIBOR borrowings and quarterly in arrears for base rate borrowings. The Credit Facility will mature three (3) years after the date of closing and will be subject to quarterly amortization payments of principal, in an aggregate amount equal to 2.00% of the principal amount of the Credit Facility in the first year after closing, 3.00% of the principal amount of the Credit Facility in the second year after closing, and 5.00% of the principal amount of the Credit Facility in the third year after closing. Upon closing of the Credit Facility, Blue Torch Capital LP (the “Initial Lender”) shall receive warrants to acquire shares of New Wag! representing 5.0% of the issued and outstanding shares of New Wag! with an exercise price equal to $11.50 per share (such warrants, the “Lender Warrants”).

The Credit Facility will contain customary representations and warranties, affirmative covenants, financial reporting requirements, negative covenants and events of default. The negative covenants included in the definitive documentation for the Credit Facility will impose restrictions on the ability of Wag, the guarantors and their subsidiaries to incur indebtedness, grant liens, make investments, make acquisitions, declare and pay restricted payments, prepay junior or subordinated debt, sell assets and enter into transactions with affiliates, in each case, subject to certain customary exceptions. In addition, the Credit Facility will require compliance with certain financial covenants, specifically a monthly minimum revenue covenant and a minimum liquidity covenant.

All CHW shareholders are cordially invited to attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a shareholder of record holding ordinary

shares, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, your failure to vote will have no effect on the vote count for the proposals to be voted on at the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/​prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted.

If you have any questions or need assistance voting your ordinary shares, please contact Advantage Proxy, Inc., our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400).

Thank you for your participation. We look forward to your continued support.

, 2022	By Order of the Board of Directors,
​	Jonah Raskas Co-Chief Executive Officer and Director

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

This notice was mailed by CHW on or about                 , 2022.

TABLE OF CONTENTS

​	Page
ADDITIONAL INFORMATION	​	1
TRADEMARKS	​	1
MARKET AND INDUSTRY DATA	​	1
SELECTED DEFINITIONS	​	2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	​	7
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING	​	9
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	​	26
SUMMARY HISTORICAL CONDENSED FINANCIAL INFORMATION OF CHW	​	48
SUMMARY HISTORICAL FINANCIAL INFORMATION OF WAG!	​	49
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	​	51
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION	​	53
MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION	​	55
RISK FACTORS	​	56
INFORMATION ABOUT THE PARTIES TO THE BUSINESS COMBINATION	​	125
THE BUSINESS COMBINATION AGREEMENT	​	126
THE EXTRAORDINARY GENERAL MEETING	​	172
PROPOSAL NO. 1 – THE DOMESTICATION PROPOSAL	​	179
PROPOSAL NO. 2 – THE BUSINESS COMBINATION PROPOSAL	​	184
PROPOSAL NO. 3 – THE ORGANIZATIONAL DOCUMENTS PROPOSAL	​	187
PROPOSAL NO. 4 – THE ADVISORY CHARTER PROPOSALS	​	189
PROPOSAL NO. 5 – THE NASDAQ PROPOSAL	​	194
PROPOSAL NO. 6 – THE OMNIBUS INCENTIVE PLAN PROPOSAL	​	196
PROPOSAL NO. 7 – THE ESPP PROPOSAL	​	204
PROPOSAL NO. 8 – THE ADJOURNMENT PROPOSAL	​	209
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	​	210
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	​	225
INFORMATION ABOUT CHW	​	241
INFORMATION ABOUT WAG!	​	255
CHW’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	​	269
WAG!’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	​	275
MANAGEMENT OF WAG! PRIOR TO THE BUSINESS COMBINATION	​	292
EXECUTIVE COMPENSATION	​	293
MANAGEMENT FOLLOWING THE BUSINESS COMBINATION	​	301
BENEFICIAL OWNERSHIP	​	305
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	​	311
DESCRIPTION OF NEW WAG! SECURITIES	​	317
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK	​	328

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​	Page
APPRAISAL RIGHTS	​	329
SHAREHOLDER PROPOSALS AND NOMINATIONS	​	329
SHAREHOLDER COMMUNICATIONS	​	329
VALIDITY OF COMMON STOCK	​	330
EXPERTS	​	330
WHERE YOU CAN FIND MORE INFORMATION	​	330
INDEX TO FINANCIAL STATEMENTS	​	F-1
ANNEX A – BUSINESS COMBINATION AGREEMENT	​	A-0
ANNEX B – PROPOSED CHARTER OF WAG! GROUP CO.	​	B-0
ANNEX C – PROPOSED BYLAWS OF WAG! GROUP CO.	​	C-0
ANNEX D – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT	​	D-0
ANNEX E – THE OMNIBUS INCENTIVE PLAN	​	E-0
ANNEX F – THE EMPLOYEE STOCK PURCHASE PLAN	​	F-0
ANNEX G – PIPE AND BACKSTOP SUBSCRIPTION AGREEMENT	​	G-0
ANNEX H – EXISTING ORGANIZATIONAL DOCUMENTS OF CHW	​	H-0
ANNEX I – CHW FOUNDERS STOCK LETTER	​	I-0
ANNEX J – STOCKHOLDER SUPPORT AGREEMENT	​	J-0
ANNEX K – LOCK-UP AGREEMENT	​	K-0
ANNEX L – COMMITMENT LETTER	​	L-0
ANNEX M – WARRANT AGREEMENT	​	M-1

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ADDITIONAL INFORMATION

If you have questions about the Business Combination or the Special Meeting, or if you need to obtain copies of the enclosed proxy statement/prospectus, proxy card or other documents incorporated by reference in the proxy statement/prospectus, you may contact CHW’s proxy solicitor listed below. You will not be charged for any of the documents you request.

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on                  , 2022, you must request the information no later than five business days prior to the date of the Special Meeting, by                  , 2022.

For a more detailed description of the information incorporated by reference in the enclosed proxy statement/​prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” of the enclosed proxy statement/prospectus.

TRADEMARKS

This proxy statement/prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/​prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable owner or licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry position and industry data and forecasts that CHW and Wag! obtained or derived from internal company reports, independent third-party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses or review of internal company reports as well as the independent sources referred to above.

Although both CHW and Wag! believe that the information on which the companies have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and they have not independently verified any of the data from third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. Statements as to industry position are based on market data currently available. While CHW and Wag! are not aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

1

SELECTED DEFINITIONS

When used in this proxy statement/prospectus, unless the context otherwise requires:

•

“Adjournment Proposal” refers to the Shareholder Proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal or the ESPP Proposal.

•

“Adjusted EBITDA”, a non-GAAP measure, means net losses before the impact of interest income or expense, income tax expense and depreciation and amortization, and further adjusted for the following items: stock-based compensation, transaction-related costs, and certain other non-cash and non-core items.

•

“Advisory Charter Proposals” means the five sub-proposals to take effect upon the Closing Date if the Organizational Documents Proposal is approved.

•

“Amended and Restated Memorandum and Articles of Association” refers to CHW’s Amended and Restated Memorandum and Articles of Association, effective as of August 30, 2021, attached to the proxy statement/prospectus which forms a part of this registration statement as Annex H, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

•

“Amended and Restated Registration Rights Agreement” refers to the Amended and Restated Registration Rights Agreement, to be entered into by and among Wag! Group Co., the Sponsor, certain shareholders of CHW and certain stockholders of Wag!, substantially in the form attached to this proxy statement/prospectus as Annex D, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

•

“Available Cash Amount” means all the cash proceeds from the Trust Account established for the purpose of holding the net proceeds of CHW’s IPO, net of any amounts paid to CHW’s shareholders that exercise their redemption rights in connection with the Business Combination and after the payment of all transaction expenses, together with the proceeds from the PIPE and Backstop Investment and Debt Financing and any cash on hand of Wag! and CHW at the Closing.

•

“BCA” or “Business Combination Agreement” refers to the Business Combination Agreement, dated as of February 2, 2022, by and among CHW, Wag! and Merger Sub, substantially in the form attached to this proxy statement/prospectus as Annex A as the same may be further amended, modified, supplemented or waived from time to time in accordance with its terms.

•

“Board” refers to CHW’s board of directors or New Wag!’s board of directors, as the context suggests.

•

“Business Combination” refers to the transactions contemplated by the BCA.

•

“Cayman Islands Companies Act” refers to the Cayman Islands Companies Act (As Revised) of the Cayman Islands.

•

“CHW” refers to CHW Acquisition Corporation, a blank check company incorporated as a Cayman Islands exempted company.

•

“CHW Founders Stock Letter” refers to the letter agreement dated as of February 2, 2022, between the Sponsor, Jonah Raskas and Mark Grundman, on one hand, and CHW and Wag!, on the other hand.

•

“CHW ordinary share” refers to the ordinary shares, par value $0.0001 each in the capital of CHW.

•

“Closing” refers to the closing of the Business Combination.

•

“Cohort” is a group of Pet Parents from a given period.

•

“common stock” refers to the common stock, par value $0.0001 per share, of New Wag!, including any shares of such common stock issuable upon the exercise of any warrant or other right to acquire shares of such common stock.

2

•

“Company,” “our,” “we” or “us” refers, prior to the consummation of the Business Combination, to CHW or Wag!, as the context suggests, and, following the Business Combination, to New Wag!.

•

“Community Guidelines” are standards of conduct that are expected of the Wag! community while interacting with other community members, which can be found on our website at
https://safety.wagwalking.com/community-guidelines.

•

“DGCL” refers to the Delaware General Corporation Law, as amended.

•

“dollars” or “$” refers to U.S. dollars.

•

“Domestication” refers to the continuation of CHW by way of domestication of CHW into a Delaware corporation, with the ordinary shares of CHW becoming shares of common stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Proposed Charter (substantially in the form attached hereto as Annex B, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms) consistent with the DGCL and changing the name and registered office of CHW.

•

“Domestication Closing” refers to the closing of the Domestication.

•

“Domestication Closing Date” refers to the date on which the Domestication Closing occurs.

•

“Domestication Proposal” refers to the Shareholder Proposal to be considered at the Special Meeting to approve the Domestication.

•

“Earnout Shares” means shares of New Wag! common stock that may be issuable in the event of a Triggering Event during the Earnout Period to holders of common stock of Wag! as of the Acquisition Closing (including shares of preferred stock of Wag! converted into common stock as a result of the Conversion), holders of a Wag! option as of the Acquisition Closing, holders of a Wag! restricted stock unit award as of the Acquisition Closing, (collectively “Eligible Wag! Equityholders”), in each case pursuant to the earnout provisions of the Business Combination Agreement.

•

“ESPP” refers to the Wag! Group Co. 2022 Employee Stock Purchase Plan, substantially in the form attached to this proxy statement/prospectus as Annex F, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

•

“ESPP Proposal” means the proposal to be considered at the Special Meeting to approve and adopt the ESPP.

•

“Forfeiture Shares” means an aggregate of 360,750 founder shares subject to forfeiture pursuant to the CHW Founders Stock Letter.

•

“founder shares” refers to the ordinary shares of CHW, par value $0.0001 each in the capital of CHW, held by the Sponsor.

•

“GAAP” refers to United States generally accepted accounting principles, consistently applied.

•

“Gross Bookings” are gross payment volume, including tips, processed through the Wag! platform and from other revenue streams.

•

“IPO” refers to CHW’s initial public offering of its units, public shares and public warrants pursuant to the IPO registration statement, completed on September 1, 2021.

•

“Management Earnout Shares” means shares of New Wag! common stock that may be issuable in the event of a Triggering Event during the Earnout Period to holders of Management RSUs as of the Acquisition Closing pursuant to the earnout provisions of the Business Combination Agreement.

•

“MAU” is defined as the number of unique Pet Parents who complete a service in a given month.

•

“Merger Sub” refers to CHW Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of CHW.

•

“Minimum Cash Condition” refers to the condition in the BCA pursuant to which Available Cash Amount at the Closing shall not be less than $30 million.

3

•

“Nasdaq” means the Nasdaq Capital Market.

•

“Nasdaq Proposal” means the proposal to be considered at the Special Meeting to approve (i) the issuance of stock in connection with the Acquisition Merger and (ii) the issuance of common stock pursuant to the PIPE and Backstop Subscription Agreement, in order to comply with the rules of Nasdaq.

•

“Net Promoter Score” or “NPS” is a numerical score that is the percentage of promoters minus the percentage of detractors. Promoters are users that give a score of 9 or 10, and detractors are users that give a score of 6 or below.

•

“New Wag!” refers to Wag! Group Co., a Delaware corporation and the combined company following the consummation of the Business Combination, and its consolidated subsidiaries.

•

“New Wag! Community Shares” means 300,000 shares that New Wag! may distribute to members of the pet wellness and welfare community as identified by our officers and directors.

•

“Omnibus Incentive Plan” refers to the Wag! Group Co. 2022 Incentive Award Plan, substantially in the form attached to this proxy statement/prospectus as Annex E, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

•

“Omnibus Incentive Plan Proposal” means the proposal to be considered at the Special Meeting to approve and adopt the Omnibus Incentive Plan.

•

“Organic Customer Acquisition” is defined as the percentage of new Pet Parents who are not attributable to a paid marketing channel.

•

“Organizational Documents Proposal” means the proposal to be considered at the Special Meeting to approve the amendment and restatement of the Memorandum and Articles by their deletion and replacement with the Proposed Charter and the Proposed Bylaws.

•

“Pet Caregiver” is defined as a customer who has successfully completed a background check and leverages the Wag! platform to request opportunities to provide and to be paid for pet services.

•

“Pet Parent” is defined as someone who uses the Wag! platform to schedule, book, and/or pay for services.

•

“Pet Parent Cohort Behavior” is average usage statistics from a particular Pet Parent Cohort.

•

“PIPE and Backstop Investment” means the private placement pursuant to which the PIPE and Backstop Investor has committed to make a private investment in the aggregate amount of $5,000,000 in public equity in the form of common stock following the Domestication and immediately prior to the Closing on the terms and conditions set forth in the PIPE and Backstop Subscription Agreement.

•

“PIPE and Backstop Investor” refers to the investor that has signed the PIPE and Backstop Subscription Agreement.

•

“PIPE and Backstop Securities” refers to the shares of common stock to be sold to the PIPE and Backstop Investor pursuant to the PIPE and Backstop Subscription Agreement.

•

“PIPE and Backstop Subscription Agreement” refers to the subscription agreement, dated as of February 2, 2022, by and between CHW and the PIPE and Backstop Investor, pursuant to which CHW has agreed to issue an aggregate of up to 500,000 ordinary shares to the PIPE and Backstop Investor at a purchase price of $10.00 per share, substantially in the form attached to this proxy statement/prospectus as Annex G, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

•

“Platform Participants” is defined as a Pet Parent or Pet Caregiver who transacted on the Wag! platform for a service in the quarter. Services includes dog walking, sitting, boarding, drop-ins, training, premium, telehealth services, wellness plans, and pet insurance plan comparison.

•

“private placement warrants” refers to the warrants purchased by our Sponsor in a private placement simultaneously with the closing of the IPO (including ordinary shares issuable upon conversion thereof).

4

•

“Proposed Bylaws” refers to the bylaws of New Wag! following the Closing, substantially in the form attached to this proxy statement/prospectus as Annex C, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

•

“Proposed Charter” refers to the charter of New Wag! following the Closing, substantially in the form attached to this proxy statement/prospectus as Annex B, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

•

“public shareholders” refers to the holders of the public shares or public warrants underlying the units that were sold in the IPO.

•

“public shares” refers to the ordinary shares of CHW, par value $0.0001 each in the capital of CHW, underlying the units issued in the IPO.

•

“public warrants” refers to the warrants underlying the units issued in the IPO, entitling the holder thereof to purchase one CHW ordinary share at an exercise price of $11.50, subject to adjustment.

•

“record date” refers to June 28, 2022, the date for determining the CHW shareholders entitled to receive notice of and to vote at the Special Meeting.

•

“Recurring Services” are calculated as a percentage of services on a daily basis which are on a set-and-forget repeat schedule, booked through the Wag! platform.

•

“Redemption Rights” refer to the rights of the public shareholders to demand redemption of their public shares for cash in accordance with the procedures set forth in the Amended and Restated Memorandum and Articles of Association and this proxy statement/prospectus.

•

“Revenue” is income generated via the Wag! platform and other revenue streams.

•

“Reviews” are calculated as the Pet Parent rating of a service completed by a Pet Caregiver on the Wag! platform or are calculated as the Pet Parent rating of the Wag! platform generally, both on a scale of 1 to 5.

•

“SEC” refers to the U.S. Securities and Exchange Commission.

•

“Securities Act” refers to the Securities Act of 1933, as amended.

•

“Services” is calculated as the number of services completed through the Wag! platform in a given period.

•

“Shareholder Proposals” refer, collectively, to (i) the Domestication Proposal, (ii) the Business Combination Proposal, (iii) the Organizational Documents Proposal, (iv) the Advisory Charter Proposals, (v) the Nasdaq Proposal, (vi) the Omnibus Incentive Plan Proposal, (vii) the ESPP Proposal and (viii) the Adjournment Proposal.

•

“Special Meeting” refers to the extraordinary general meeting of the shareholders of CHW to be held on                  , 2022 at [     ] a.m., Eastern Time, to vote on matters relating to the Business Combination.

•

“Sponsor” refers to CHW Acquisition Sponsor LLC, a Delaware limited liability company.

•

“Stockholder Support Agreement” refers to the Stockholder Support Agreement, dated as of February 2, 2022, by and among CHW, Wag! and certain Wag! stockholders party thereto, pursuant to which certain Wag! stockholders have committed to, among other things, vote their shares in favor of the transactions contemplated by the Business Combination Agreement.

•

“Take Rate” is calculated by dividing Revenue by Gross Bookings.

•

“Transfer Agent” refers to VStock Transfer LLC.

•

“Trust Account” refers to the trust account of CHW which holds the net proceeds from the IPO and certain of the proceeds from the sale of the private placement warrants, together with interest earned thereon, less amounts withdrawn to pay taxes.

•

“Wag! Common Warrants” refers to 91,310 warrants issued by Wag! in 2017 to two lenders. The weighted average exercise price for the warrants were $1.54, and the term of the warrants were 10 years.

5

•

“Wag! Premium” is an annual or monthly subscription that offers Pet Parents 10% off all services, including waived booking fees, free advice from licensed pet experts, priority access to top-rated Pet Caregivers, and VIP pet support.

•

“Wag! Wellness” is a suite of pet wellness services and products, including advice from licensed pet experts, pet wellness plans, pet insurance comparison tools, and the #1 website for pet health, training, and breed resources.

•

“Warrant Agent” refers to VStock Transfer LLC.

•

“Warrants” refers, collectively, to the public warrants and the private placement warrants of CHW.

6

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains 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 in this proxy statement/prospectus 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 our 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 Wag!’s common stock and the warrants on Nasdaq, 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 our 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;

7

•

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! 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.”

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us and/or Wag!. There can be no assurance that future developments affecting us and/or Wag! will be those that we 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”. 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. We 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.

Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the Special Meeting, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
AND THE EXTRAORDINARY GENERAL MEETING

The following are answers to certain questions that you may have regarding the Business Combination and the shareholder meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement//​prospectus.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q:

WHAT IS THE BUSINESS COMBINATION?

A:

CHW and Wag! have entered into the Business Combination Agreement, pursuant to which, among other things, the Business Combination will be effected in two steps:

(a)

on the Domestication Closing Date, CHW will change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware, upon which CHW will change its name to “Wag! Group Co.”

(b)

on the Acquisition Closing Date, Merger Sub will merge with and into Wag!, with Wag! surviving the Acquisition Merger as a wholly owned subsidiary of New Wag!. In connection with the Domestication, each then-outstanding CHW ordinary share, CHW warrant, and CHW unit will automatically convert into one share of New Wag! common stock, a New Wag! warrant, and one share of New Wag! common stock and one New Wag! warrant, respectively.

CHW will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement. You are receiving this proxy statement/prospectus in connection with such meeting. See “The Business Combination Agreement” beginning on page 124. In addition, a copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to read carefully this proxy statement/prospectus and the Business Combination Agreement in their entirety.

Q:

WHY AM I RECEIVING THIS DOCUMENT?

A:

CHW is sending this proxy statement /prospectus to its shareholders to help them decide how to vote their shares of CHW ordinary shares with respect to the matters to be considered at the Special Meeting.

The Business Combination cannot be completed unless CHW’s shareholders approve the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, Nasdaq Proposal, the Omnibus Incentive Plan Proposal and the ESPP Proposal set forth in this proxy statement/​prospectus. Information about the Special Meeting, the Business Combination and the other business to be considered by shareholders at the Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of CHW and a prospectus of New Wag!. It is a proxy statement because the board of directors of CHW is soliciting proxies using this proxy statement/​prospectus from its shareholders. It is a prospectus because New Wag!, in connection with the Business Combination, is offering shares of common stock in exchange for CHW’s outstanding ordinary shares and as part of the consideration to be received as part of the Business Combination. See “The Business Combination Agreement — Consideration to be Received in the Business Combination”.

Q:

WHAT EQUITY STAKE WILL CHW’S CURRENT SHAREHOLDERS HOLD IN NEW WAG! FOLLOWING THE BUSINESS COMBINATION?

A:

Following completion of the Business Combination, CHW’s public shareholders will own approximately 26.3% of the common equity of New Wag! (assuming that no CHW ordinary shares are elected to be redeemed by public shareholders and subject to the other assumptions set forth in “Unaudited Pro Forma Condensed Combined Financial Information”). Assuming 50% redemptions by public shareholders and subject to the other assumptions set forth in “Unaudited Pro Forma Condensed Combined Financial

9

Information”, CHW’s non-redeeming public shareholders will own 15.1% of the common equity of New Wag! following the Business Combination. Assuming maximum redemptions by CHW’s public shareholders and subject to the other assumptions set forth in “Unaudited Pro Forma Condensed Combined Financial Information”, CHW’s non-redeeming public shareholders will own 0.0% of the common equity of New Wag! following the Business Combination.

Q:

WHAT EQUITY STAKE WILL CHW CURRENT SHAREHOLDERS, THE SPONSOR, THE PIPE AND BACKSTOP INVESTOR AND CONTINUING WAG! STOCKHOLDERS HOLD IN NEW WAG! IMMEDIATELY AFTER THE CONSUMMATION OF THE BUSINESS COMBINATION?

A:

It is anticipated that, upon completion of the Business Combination, assuming that no public shareholders elect to have their public shares redeemed and all outstanding 12,500,000 public warrants, 4,238,636 private placement warrants, 2,378,375 Lender Warrants and 91,310 Wag! Common Warrants are exercised, the ownership of New Wag! will be as follows:

•

CHW’s public shareholders are expected to hold 25,000,000 shares of NewWag! common stock, or approximately 37.4% of the outstanding New Wag! common stock;

•

the PIPE and Backstop Investor is expected to hold 500,000 shares of New Wag! Common stock, or approximately 0.8% of the outstanding New Wag! common stock;

•

the Sponsor is expected to hold 6,623,636 shares of New Wag! common stock, or approximately 9.9% of the outstanding New Wag! common stock, including the forfeiture of 20,000 shares pursuant to the CHW Founders Stock Letter to be contributed to the issuance of New Wag! Community Shares;

•

the Blue Torch shareholders are expected to hold 2,378,375 shares of New Wag! common stock, or approximately 3.6% of the outstanding New Wag! common stock;

•

The anchor investors are expected to hold 720,000 shares of NewWag! common stock, or approximately 1.1% of the outstanding NewWag! common stock;

•

Chardan Capital Markets, LLC (“Chardan”), the representative of the underwriters in CHW’s IPO, is expected to hold 62,500 shares of NewWag! common stock, or approximately 0.1% of the outstanding NewWag! common stock;

•

300,000 New Wag! Community Shares are expected to be issued, or approximately 0.5% of the outstanding New Wag! common stock;

•

the Wag! Series P Investors are expected to hold 1,100,000 shares of New Wag! common stock, or approximately 1.6% of the outstanding New Wag! common stock;

•

The Wag! Common Warrants holders are expected to hold 91,310 shares of New Wag! common stock, or approximately 0.1% of the outstanding New Wag! common stock; and

•

the continuing Wag! stockholders are expected to hold 30,000,000 shares of New Wag! Common stock, or approximately 44.9% of the outstanding New Wag! common stock.

If we assume the 50% redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” i.e., 6,250,000 public shares are redeemed, and 12,500,000 public warrants, 4,238,636 private placement warrants, 2,065,875 Lender Warrants and 91,310 Wag! Common Warrants are exercised, the ownership of New Wag! upon the Acquisition Closing will be as follows:

•

CHW’s public shareholders are expected to hold 18,750,000 shares of NewWag! common stock, or approximately 31.1% of the outstanding New Wag! common stock;

•

the PIPE and Backstop Investor is expected to hold 500,000 shares of New Wag! Common stock, or approximately 0.8% of the outstanding New Wag! common stock;

•

the Sponsor is expected to hold 6,623,636 shares of New Wag! common stock, or approximately 11.0% of the outstanding New Wag! common stock, including the forfeiture of 20,000 shares

10

pursuant to the CHW Founders Stock Letter to be contributed to the issuance of New Wag! Community Shares;

•

the Blue Torch shareholders are expected to hold 2,065,875 shares of New Wag! common stock, or approximately 3.5% of the outstanding New Wag! common stock;

•

300,000 New Wag! Community Shares are expected to be issued, or approximately 0.5% of the outstanding New Wag! common stock;

•

The anchor investors are expected to hold 720,000 shares of New Wag! common stock, or approximately 1.2% of the outstanding NewWag! common stock;

•

Chardan is expected to hold 62,500 shares of New Wag! common stock, or approximately 0.1% of the outstanding New Wag! common stock;

•

the Wag! Series P Investors are expected to hold 1,100,000 shares of New Wag! common stock, or approximately 1.8% of the outstanding New Wag! common stock;

•

The Wag! are expected to hold 91,310 shares of New Wag! common stock, or approximately 0.2% of the outstanding New Wag! common stock; and

•

the continuing Wag! stockholders are expected to hold 30,000,000 shares of New Wag! Common stock, or approximately 49.8% of the outstanding New Wag! common stock.

If we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” i.e., 12,500,000 public shares are redeemed, and 12,500,000 public warrants, 3,908,591 private placement warrants, 1,752,709 Lender Warrants and 91,310 Wag! Common Warrants are exercised, the ownership of New Wag! upon the Acquisition Closing will be as follows:

•

CHW’s public shareholders are expected to hold 12,500,000 shares of NewWag! common stock, or approximately 23.4% of the outstanding New Wag! common stock;

•

the PIPE and Backstop Investor is expected to hold 500,000 shares of New Wag! Common stock, or approximately 0.9% of the outstanding New Wag! common stock;

•

the Sponsor is expected to hold 6,280,264 shares of New Wag! common stock, or approximately 11.8% of the outstanding New Wag! common stock, including the forfeiture of 20,000 shares to be contributed to the issuance of New Wag! Community Shares and 13,327 shares and 330,045 warrants of Founders Equity in the maximum redemption scenario, pursuant to the CHW Founders Stock Letter;

•

the Blue Torch shareholders are expected to hold 1,752,709 shares of New Wag! common stock, or approximately 3.3% of the outstanding New Wag! common stock;

•

The anchor investors are expected to hold 720,000 shares of New Wag! common stock, or approximately 1.4% of the outstanding New Wag! common stock;

•

Chardan is expected to hold 62,500 shares of New Wag! common stock, or approximately 0.1% of the outstanding New Wag! common stock;

•

300,000 New Wag! Community Shares are expected to be issued, or approximately 0.5% of the outstanding New Wag! common stock;

•

the Wag! Series P Investors are expected to hold 1,100,000 shares of New Wag! common stock, or approximately 2.1% of the outstanding New Wag! common stock;

•

The Wag! Common Warrants holders are expected to hold 91,310 shares of New Wag! common stock, or approximately 0.2% of the outstanding New Wag! common stock; and

•

the continuing Wag! stockholders are expected to hold 30,000,000 shares of New Wag! Common stock, or approximately 56.3% of the outstanding New Wag! common stock.

The number of shares and the interests set forth above (a) assume that (i) there are no other issuances of equity interests of CHW or Wag!, (ii) none of CHW’s initial shareholders or current Wag! stockholders

11

purchase CHW ordinary shares in the open market, (iii) there are no exercises of Wag! options or Wag! warrants and (iv) the PIPE and Backstop Investor does not purchase shares in the open market between the date of the PIPE and Backstop Subscription Agreement and the close of business on the third trading day prior to the special meeting of CHW’s shareholders called in connection with the Business Combination, and (b) do not take into account the Earnout Shares or Management Earnout Shares. As a result of the Business Combination, the economic and voting interests of CHW’s shareholders will decrease.

The CHW warrants will become exercisable on the later of the one year following the completion of CHW’s IPO and 30 days following the completion of the Business Combination.

Refer to the pro forma post-combination company common stock issued and outstanding immediately after the Business Combination and PIPE and Backstop Investment in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”.

Q:

WHEN WILL THE BUSINESS COMBINATION BE COMPLETED?

A:

The parties currently expect that the Business Combination will be completed by the third quarter of 2022. However, neither CHW nor Wag! can assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of CHW and Wag! could result in the Business Combination being completed at a different time or not at all. The outside date for consummation of the Business Combination is August 8, 2022. CHW must first obtain the approval of CHW shareholders for each of the Condition Precedent Proposals, Wag! must obtain the approval of its stockholders, and CHW and Wag! must also obtain certain necessary regulatory approvals and satisfy other closing conditions. See “The Business Combination Agreement — Conditions to Closing of the Business Combination Agreement.”

Q:

WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT COMPLETED?

A:

If CHW does not complete the Business Combination with Wag! for any reason, CHW would need to search for another target business with which to complete a business combination. If CHW does not complete the Business Combination with Wag! or a business combination with another target business December 1, 2022, CHW must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (less taxes paid or payable, if any, and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period and, accordingly, its founder shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to CHW’s outstanding warrants. Accordingly, such warrants will expire worthless.

QUESTIONS AND ANSWERS ABOUT OUR EXTRAORDINARY GENERAL MEETING

Q:

WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:

CHW shareholders are being asked to vote on the following Shareholder Proposals:

1.

the Domestication Proposal;

2.

the Business Combination Proposal;

3.

the Organizational Documents Proposal;

4.

the Advisory Charter Proposals;

5.

the Nasdaq Proposal;

6.

the Omnibus Incentive Plan Proposal;

7.

the ESPP Proposal; and

8.

the Adjournment Proposal.

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The Business Combination is conditioned upon the approval of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal and the EPP Proposal, subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the approval of the Advisory Charter Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.

Q:

WHY IS CHW PROPOSING THE DOMESTICATION?

A:

CHW’s board of directors believes that there are significant advantages to New Wag! that will arise as a result of a change of domicile to Delaware, including, (i) the prominence, predictability and flexibility of Delaware law, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing as discussed in greater detail in the section entitled “Proposal No. 1 — The Domestication Proposal — Reasons for the Domestication.” CHW’s board of directors believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits shareholders, who are the owners of the corporation. Additionally, Wag! has required the Domestication as a condition to consummating the Business Combination.

To effect the Domestication, CHW will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which CHW will be domesticated and continue as a Delaware corporation, at which time CHW will change its name to “Wag! Group Co.”

The approval of the Domestication Proposal is a condition to the closing of the transactions contemplated by the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting.

Q:

HOW WILL THE DOMESTICATION AFFECT MY PUBLIC SHARES, PUBLIC WARRANTS AND UNITS?

A:

On the effective date of the Domestication, (a) each outstanding ordinary share will automatically convert into one share of New Wag! common stock, (b) the outstanding warrants to purchase ordinary shares will automatically become exercisable, at the same per share exercise price and for the same number of shares of New Wag! common stock as in effect immediately prior to the Domestication. At a moment in time after the effectiveness of the Domestication and before the closing of the Business Combination, each outstanding unit of CHW (each of which consists of one share of CHW ordinary shares and one warrant to purchase one share of CHW ordinary shares) will be separated into its component common stock and warrant. Such warrants will become exercisable into shares of common stock any time after the later of the one year following the completion of CHW’s IPO and 30 days following the completion of the Business Combination.

Q:

WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION?

A:

As discussed more fully under “Material U.S. Federal Income Tax Considerations” below, it is the opinion of McDermott Will & Emery LLP that the Domestication should qualify as a reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as CHW, this result is not entirely clear. Accordingly, due to the absence of direct guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. If the Domestication fails to qualify as a reorganization under Section 368(a)(1)(F) of the Code, subject to the PFIC rules described in further detail below, a U.S. holder generally would recognize gain or loss with respect to its CHW ordinary shares in an amount equal to the difference, if any, between the fair market value of the corresponding shares of New Wag!

13

common stock received in the Domestication and the U.S. holder’s adjusted tax basis in its CHW ordinary shares surrendered in exchange therefor.

Assuming that the Domestication does qualify as a reorganization under Section 368(a)(1)(F) of the Code, and subject to the discussion of the “passive foreign investment company” ​(“PFIC”) rules below, U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders” below) of CHW ordinary shares generally will be subject to Section 367(b) of the Code and, as a result of the Domestication:

•

A U.S. holder of CHW ordinary shares that, on the date of the Domestication, (i) owns (directly, indirectly, and constructively) CHW ordinary shares that have a fair market value of less than $50,000 and (ii) owns (directly, indirectly, and constructively) less than 10% of the total combined voting power of all classes of CHW stock entitled to vote and less than 10% of the total value of all classes of CHW stock generally will not recognize any gain or loss and generally will not be required to include any part of CHW’s earnings in income.

•

A U.S. holder of CHW ordinary shares that, on the date of the Domestication, owns (i) CHW ordinary shares have a fair market value of $50,000 or more, and (ii) owns (directly, indirectly, and constructively) less than 10% of the total combined voting power of all classes of CHW stock entitled to vote and less than 10% of the total value of all classes of CHW stock will generally recognize gain (but not loss) as a result of the Domestication. As an alternative to recognizing gain, such U.S. holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” ​(as defined in the U.S. Treasury regulations (“Treasury Regulations”) under Section 367 of the Code) attributable to its CHW ordinary shares provided certain other requirements are satisfied. CHW does not expect that CHW’s cumulative earnings and profits will be material through the date of the Domestication.

U.S. holders that on the date of the Domestication beneficially own (directly, indirectly, and constructively) 10% or more of the total combined voting power of all classes of CHW stock entitled to vote or 10% or more of the total value of all classes of CHW stock are strongly urged to consult their tax advisors regarding the consequences of the Domestication under Section 367(b) of the Code.

In the case of a transaction, such as the Domestication, that should qualify as a “reorganization” under Section 368(a)(1)(F) of the Code, a U.S. holder of CHW ordinary shares and warrants may, in certain circumstances, still potentially recognize gain (but not loss) upon the exchange of its CHW ordinary shares or warrants for New Wag! common stock or warrants pursuant to the Domestication under the PFIC rules of the Code unless the U.S. holder makes a timely “qualified electing fund election” or a timely “mark-to-market election.” The gain would equal the excess, if any, of the fair market value of the New Wag! common stock or warrants received in the Domestication over the U.S. holder’s adjusted tax basis in the corresponding CHW ordinary shares or warrants surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. holders as a result of the Domestication, see “Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

Additionally, the Domestication may cause non-U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such non-U.S. holder’s New Wag! common stock (or warrants) subsequent to the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Material U.S. Federal Income Tax Considerations.”

Q:

WHY IS CHW PROPOSING THE BUSINESS COMBINATION?

A:

CHW was incorporated to effect a merger, share exchange, asset acquisition, share purchase,

14

reorganization or other similar business combination with one or more businesses or entities (each, a “business combination”).

On September 1, 2021, CHW completed its IPO, generating gross proceeds of $125,000,000 (including the partial exercise of the underwriters’ over-allotment option). Since CHW’s IPO, CHW’s activity has been limited to the evaluation of business combination candidates. Wag! is a leading provider of access to pet care services. Wag! connects Pet Parents with Pet Caregivers to provide dog walking, home visits, training, boarding, access to a licensed pet expert, and access to routine wellness plans.

The board of directors of CHW and the board of directors of Wag! have approved the proposed transaction.

Based on its due diligence investigation of Wag! and the industry in which it operates, including the financial and other information provided by Wag! in the course of its negotiations in connection with the Business Combination Agreement, CHW believes that the Business Combination with Wag! will provide CHW shareholders with an opportunity to participate in the ownership of a company with significant growth potential.

Q:

DID THE CHW BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?

A:

CHW’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination.

CHW’s officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of CHW’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, CHW’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of CHW’s officers, board of directors and advisors in valuing Wag!’s business.

Q:

DO I HAVE REDEMPTION RIGHTS?

A:

If you are a holder of public shares, you have the right to demand that CHW redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of CHW’s IPO, as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to CHW to pay its taxes) upon the closing of the transactions contemplated by the Business Combination Agreement (such rights, “Redemption Rights”).

Notwithstanding the foregoing, a holder of ordinary shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the ordinary shares. Accordingly, all ordinary shares in excess of 15% held by a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group”, will not be redeemed.

If passed, the Organizational Documents Proposal would remove the requirement that CHW have at least $5,000,001 of net tangible assets after giving effect to the redemption of all such shares.

Q:

WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

A:

No. You may exercise your redemption rights whether you vote your ordinary shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Shareholder Proposal. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their ordinary shares and no longer remain shareholders and subject to the terms and conditions of the BCA, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are substantially reduced as a result of redemptions by public shareholders. Also, with fewer ordinary shares and public shareholders, the trading

15

market for CHW ordinary shares may be less liquid than the market for CHW ordinary shares prior to the Business Combination and CHW may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into Wag!’s business will be reduced.

Q:

HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:

If you are a holder of ordinary shares and wish to exercise your redemption rights, you must demand that CHW redeem your shares for cash no later than 5:00 p.m., Eastern Time on                  , 2022 by delivering your share certificates (if any) and other redemption forms to CHW’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the Special Meeting. Holders of units must elect to separate the underlying ordinary shares and public warrants prior to exercising redemption rights with respect to the ordinary shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into underlying ordinary shares and public warrants, or if a holder holds units registered in its own name, the holder must contact VStock Transfer LLC, CHW’s transfer agent, directly and instruct them to do so. Any holder of ordinary shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $125 million, or $10.00 per share, as of June 28, 2022, the record date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to CHW to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be paid promptly upon consummation of the Business Combination. However, the proceeds deposited in the Trust Account could become subject to the claims of CHW’s creditors, if any, which could have priority over the claims of CHW’s public shareholders, regardless of whether such public shareholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any Shareholder Proposal will have No impact on the amount you will receive upon exercise of your redemption rights.

Any written demand of redemption rights must be received by CHW’s transfer agent prior to the vote taken on the Business Combination Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the transfer agent prior to the vote at the Special Meeting.

If a holder of ordinary shares properly makes a request for redemption and the certificates for the ordinary shares (if any) along with the redemption forms are delivered as described to CHW’s transfer agent as described herein, then, if the Business Combination is consummated, CHW will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your ordinary shares for cash.

Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CHW’s consent, until the closing of the Business Combination. If CHW receives valid redemption requests from holders of public shares prior to the redemption deadline, CHW may, at its sole discretion, following the redemption deadline and until the date of Closing, seek and permit withdrawals by one or more of such holders of their redemption requests. CHW may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account, including where CHW otherwise would not satisfy the closing condition that the amount in the Trust Account and the proceeds from the PIPE and Backstop Investment and Debt Financing equal or exceed $30 million, following payment of the aggregate amount of cash proceeds that will be required to satisfy any redemptions and payment of all transaction expenses. If you delivered your public shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting CHW’s transfer agent at the email address or address listed under the question “Who can help answer my questions?” below.

Q:

WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?

A:

We expect that a U.S. holder (as defined in “Material U.S. Federal Income Tax Considerations — U.S.

16

Holders” below) that exercises its Redemption Rights to receive cash from the Trust Account in exchange for its New Wag! common stock will generally be treated as selling such New Wag! common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of New Wag! common stock that a U.S. holder owns or is deemed to own (including through the ownership of New Wag! warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations.”

Additionally, because the Domestication will occur prior to the redemption of U.S. holders that exercise redemption rights, U.S. holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the potential tax consequences of the rules applicable to a company treated as a “passive foreign investment company” ​(“PFIC”), as a result of the Domestication. The tax consequences of exercising redemption rights are discussed more fully below under “Material U.S. Federal Income Tax Considerations — U.S. Holders — Effect to U.S. Holders of the Public Shares Exercising Redemption Rights.”

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:

DO I HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AND THE PROPOSED DOMESTICATION?

A:

No. Neither CHW shareholders nor CHW warrant holders have appraisal rights in connection with the Domestication or the Business Combination under Cayman Islands law or under the DGCL.

Q:

WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

A:

The net proceeds of CHW’s initial public offering, together with funds raised from the sale of private placement warrants simultaneously with the consummation of CHW’s initial public offering, was placed in the Trust Account immediately following CHW’s initial public offering. After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the ordinary shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of approximately $4,375,000 as deferred underwriting commissions related to CHW’s initial public offering) and, together with the proceeds of the PIPE and Backstop Investment, will be deposited with New Wag! to be used for general corporate purposes.

Q:

WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF PUBLIC SHAREHOLDERS VOTE IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL AND EXERCISE THEIR REDEMPTION RIGHTS?

A:

CHW’s public shareholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public shareholders are substantially reduced as a result of redemptions by public shareholders.

If a CHW public shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. Assuming that there are maximum redemptions or 12,500,000 public shares held by CHW’s public shareholders were redeemed, the 12,500,000 retained outstanding CHW public warrants would have had an aggregate value of $123,750,000 (based on the closing price of the CHW public warrants on June 28, 2022). If a substantial number of, but not all, CHW public shareholders exercise their redemption rights, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised and additional shares of New Wag! shares are issued.

In no event will CHW redeem its public shares in an amount that would cause its (or New Wag!’s after giving effect to the transactions contemplated by the Business Combination Agreement) net tangible assets to be less than $5,000,001, as provided in the Existing Organizational Documents.

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With fewer public shares and public shareholders, the trading market for New Wag! common stock may be less liquid than the market for CHW’s public shares was prior to the Business Combination and New Wag! may not be able to meet the listing standards for Nasdaq. If New Wag!’s securities are not listed on Nasdaq and certain other conditions are not met, the PIPE and Backstop Investment will not close and any monies paid by the applicable subscriber to CHW pursuant to the subscription agreement shall promptly (but not later than two business days after termination) be returned to the subscriber without any deduction for or on account of any tax, withholding, charges, or set-off. In addition, with fewer funds available from the trust account, the working capital infusion from the trust account into New Wag!’s business will be reduced. See “Risk Factors” for more details.

The below table shows the anticipated share ownership of various holders of New Wag! common stock upon closing of the Business Combination in the no redemption, 50% redemption, and maximum redemption scenarios and is based on the following assumptions: (i) there are no other issuances of equity interests of CHW or Wag!, (ii) neither the Sponsor nor any of Wag!’s current stockholders purchase CHW public shares in the open market, (iii) the Sponsor forfeits 13,327 founder shares and 330,045 warrants in connection with the Closing pursuant to paragraph 5 of the CHW Founders Stock Letter in the maximum redemption scenario, (iv) the Sponsor forfeits 20,000 founder shares in each scenario in connection with the Closing pursuant to paragraph 6 of the CHW Founders Stock Letter, (v) no founder shares are forfeited in connection with price targets or issuance of New Wag! Community Shares pursuant to paragraphs 3 and 6, respectively, of the CHW Founders Stock Letter, (vi) all CHW, Lender Warrants, and Wag! Common Warrants are exercised, and (vii) the PIPE and Backstop Investor does not purchase shares in the open market between the date of the PIPE and Backstop Subscription Agreement and the close of business on the third trading day prior to the special meeting of CHW’s shareholders called in connection with the Business Combination. The residual equity value owned by non-redeeming shareholders will remain $10.00 per share as illustrated in the sensitivity table below.

Percentage Share Ownership in New Wag!	No Redemptions		50% Redemptions(1)		Maximum Redemptions(2)
CHW Public Shareholders	​	18.7%	​	10.4%	​	0.0%
CHW anchor investors	​	1.1%	​	1.2%	​	1.4%
Chardan	​	0.1%	​	0.1%	​	0.1%
Wag! Shareholders	​	44.9%	​	49.8%	​	56.3%
Wag! Series P Investors	​	1.6%	​	1.8%	​	2.1%
PIPE and Backstop Investor	​	0.8%	​	0.8%	​	0.9%
New Wag! Community Shares	​	0.5%	​	0.5%	​	0.5%
CHW Public Warrants(3)	​	18.7%	​	20.7%	​	23.4%
CHW Sponsor(4)	​	9.9%	​	11.0%	​	11.8%
Lender Warrants	​	3.6%	​	3.5%	​	3.3%
Wag! Common Warrants	​	0.1%	​	0.2%	​	0.2%
Total Shares Outstanding	​	66,775,821	​	60,213,321	​	53,306,783

(1)

Assumes that CHW’s public shareholders exercise redemption rights with respect to 6,250,000 public shares, which represents redemption of 50% of CHW public shares, for an aggregate redemption payment of $62.5 million.

(2)

Assumes that CHW’s public shareholders exercise redemption rights with respect to 12,500,000 public shares, which represents redemption of 100% of CHW public shares, for an aggregate redemption payment of $125 million.

(3)

Includes the exercise of 12,500,000 CHW public warrants in each scenario.

(4)

Includes 4,238,636 CHW private warrants under the no redemption and 50% redemption scenarios, and excludes 330,045 warrants forfeited under the maximum redemption scenario.

The following table illustrates effective deferred underwriting fee per share payable upon the completion of the Business Combination (including shares issuable to PIPE and Backstop investor), assuming the no

18

redemption, 50% redemption, and maximum redemption scenarios (and excludes the representative shares from the amount of the underwriting fee and any shares issuable upon the exercise of Public Warrants in the amount of shares):

​	No Redemptions			50% Redemptions			100% Redemptions
Common stock post redemption plus PIPE and Backstop Shares	​	​	13,000,000	​	​	6,750,000	​	​	500,000
Deferred underwriting commission	​	$	4,375,000	​	$	4,375,000	​	$	4,375,000
Value per Share	​	$	0.34	​	$	0.65	​	$	8.75

The following table illustrates estimated ownership levels in the Combined Company, immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the CHW public stockholders and the following additional assumptions and the potential impact of redemptions on the value, on a per-share basis, of the shares owned by non-redeeming CHW public stockholders across varying levels of redemptions:

​

No redemptions(1)

50% Redemptions(2)

100% Redemptions(3)

​

Shares

Value per share(4)

Shares

Value per share(4)

Shares

Value per share(4)

Base Scenario(5)

​

47,567,500

​

$

10.00

​

41,317,500

​

$

10.00

​

35,054,173

​

$

10.00

Exercising redeemable Public Warrants(6)(11)

​

60,067,500

​

​

7.92

​

53,817,500

​

​

7.68

​

47,554,173

​

​

7.37

Exercising CHW Private Placement Warrants(7)(11)

​

51,806,136

​

​

9.18

​

45,556,136

​

​

9.07

​

38,962,764

​

​

9.00

Exercising Lender Warrants(8)(11)

​

49,945,875

​

​

9.52

​

43,383,375

​

​

9.52

​

36,806,882

​

​

9.52

Exercising Wag! Common Warrants(9)(12)

​

47,658,810

​

​

9.98

​

41,408,810

​

​

9.98

​

36,806,882

​

​

9.52

Issuance of Earnout Shares(10)

​

53,054,186

​

​

8.97

​

46,804,186

​

​

8.83

​

40,540,859

​

​

8.65

Base scenario plus the exercise of Public, Private Placement, Lender Warrants, and Wag! warrants, plus the issuance of Wag! Earnout Shares

​

72,262,507

​

​

6.58

​

65,700,007

​

​

6.29

​

58,793,469

​

​

5.96

(1)

Assumes that none of the 12,500,000 Public Shares outstanding as of the record date are redeemed by CHW’s Public Shareholders.

(2)

Assumes that CHW’s Public Shareholders redeem 50%, or 6,250,000 shares of CHW’s Ordinary Shares (based on an estimated redemption price per share of approximately $10).

(3)

Assumes that CHW’s Public Shareholders redeem 12,500,000 shares of CHW’s Ordinary Shares (based on an estimated redemption price per share of approximately $10).

(4)

Based on a post-transaction equity value of approximately $475.7 million, $413.8 million, and $350.5 million under the No Redemption, 50% Redemption, and Maximum Redemption scenarios, respectively.

(5)

Represents the post-closing share ownership assuming various levels of redemption by CHW Public Shareholders, CHW Founder Shares held by anchor investors and Chardan, CHW sponsor shares, net of forfeitures, the issuance of New Wag! Community Shares, and the PIPE and Backstop Investor shares.

(6)

Represents the Base Scenario plus the full exercise of the 12,500,000 Public Warrants.

(7)

Represents the Base Scenario plus the full exercise of the 4,238,636, 4,238,636, and 3,908,591 CHW Private Placement Warrants under the No Redemption, 50% Redemption, and 100% Redemption scenarios, respectively.

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(8)

Represents the Base Scenario plus the full exercise of the 2,378,375, 2,065,875, and 1,752,709 Blue Torch Lender Warrants under the No Redemption, 50% Redemption, and 100% Redemption scenarios, respectively.

(9)

Represents the Base Scenario plus the full exercise of the 91,310 Wag! Common Warrants under the No Redemption, 50% Redemption, and 100% Redemption scenarios, respectively.

(10)

Represents the Base Scenario plus the full exercise of the 5,486,686 Earnout Shares under the No Redemption, 50% Redemption, and 100% Redemption scenarios, respectively.

(11)

Analysis does not account for an exercise price of $11.50 to be paid in connection with the exercise of the Public Warrants, CHW Private Placement Warrants, and Lender Warrants.

(12)

Analysis does not account for an average exercise price of $1.54 to be paid in connection with the exercise of the Wag! Common Warrants.

Q:

HOW DOES THE SPONSOR INTEND TO VOTE ON THE SHAREHOLDER PROPOSALS?

A:

The Sponsor owns of record and is entitled to vote an aggregate of approximately 15% of the outstanding shares of CHW ordinary shares. The Sponsor has agreed to vote any founder shares and any ordinary shares held by it as of the record date in favor of the Shareholder Proposals. See “The Business Combination Agreement — Related Agreements — CHW Founders Stock Letter.” In addition, the Sponsor has agreed, among other things, (i) from the date of the Business Combination Agreement until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, to not redeem any ordinary shares (or, if applicable, shares of common stock) held by it and (ii) prior to the consummation of Business Combination or the termination of the Business Combination Agreement, to vote or cause to be voted, all of the CHW shares beneficially owned by Sponsor, at every meeting of the shareholders of CHW at which such matters are considered and at every adjournment or postponement thereof: (1) in favor of (A) the Business Combination and the Business Combination Agreement and the other transactions contemplated thereby (including any proposals recommended by CHW’s Board of Directors in connection with the Business Combination) and (B) any proposal to adjourn or postpone such meeting of shareholders to a later date if there are not sufficient votes to approve the Business Combination; (2) against any action, proposal, transaction or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of CHW under the Business Combination Agreement; and (3) against (A) any proposal or offer from any person concerning (I) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving CHW, or (II) the issuance or acquisition of shares of capital stock or other CHW equity securities (other than as contemplated or permitted by the Business Combination Agreement); and (B) any action, proposal, transaction or agreement that would reasonably be expected to (x) impede the fulfillment of CHW’s conditions under the Business Combination Agreement or change in any manner the voting rights of any class of CHW’s shares or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor, Mark Grundman or Jonah Raskas contained in the CHW Founders Stock Letter. See also “Certain Relationships and Related Party Transactions — CHW Founders Stock Letter.”

Q:

WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?

A:

The holders of a majority of the voting power of the issued and outstanding CHW ordinary shares entitled to vote at the Special Meeting must be present, in person or virtually or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the founder shares, who currently own approximately 15% of the issued and outstanding shares of CHW ordinary shares, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, holders of 7,843,751 CHW ordinary shares would be required to be present to achieve a quorum.

20

Q:

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?

A:

The Domestication Proposal:

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Domestication Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by CHW’s public shareholders. Pursuant to the IPO Letter Agreement and the CHW Founders Stock Letter, the Sponsor, Mark Grundman and Jonah Raskas have agreed to vote shares representing approximately 15% of the aggregate voting power of the CHW ordinary shares in favor of the Domestication Proposal. In addition to the shares held by the Sponsor and CHW’s directors and executive officers, 2,824,168 shares would need to be voted in favor of the Domestication Proposal for it to be approved, assuming only the minimum number of voting shares needed to establish a quorum are voted.

The Business Combination Proposal:

The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. CHW shareholders must approve the Business Combination Proposal in order for the Business Combination to occur. If CHW shareholders fail to approve the Business Combination Proposal, the Business Combination will not occur. Pursuant to the IPO Letter Agreement and as further discussed in the section entitled “The Business Combination Agreement — Related Agreements — CHW Founders Stock Letter,” the Sponsor, Jonah Raskas and Mark Grundman have agreed to vote shares representing approximately 15% of the aggregate voting power of the CHW ordinary shares in favor of the Business Combination Proposal. In addition to the shares held by the Sponsor and CHW’s directors and executive officers, 1,516,876 shares would need to be voted in favor of the Business Combination Proposal for it to be approved, assuming only the minimum number of voting shares needed to establish a quorum are voted.

The Organizational Documents Proposal:

The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Organizational Documents Proposal is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal or the Domestication Proposal is not approved, the Organizational Documents Proposal will have no effect, even if approved by CHW’s public shareholders. Pursuant to the CHW Founders Stock Letter, the CHW Founder Shareholders have agreed to vote shares representing approximately 15% of the aggregate voting power of the CHW ordinary shares in favor of the Organizational Documents Proposal. In addition to the shares held by the Sponsor and CHW’s directors and executive officers, 2,824,168 shares would need to be voted in favor of the Organizational Documents Proposal for it to be approved, assuming only the minimum number of voting shares needed to establish a quorum are voted.

The Advisory Charter Proposals:

The approval of any of the Advisory Charter Proposals require an ordinary resolution but is not otherwise required by Cayman Islands law or Delaware law separate and apart from the Organizational Documents Proposal, but pursuant to SEC guidance, CHW is required to submit these provisions to its shareholders separately for approval as an ordinary resolution. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on CHW or the CHW Board (separate and apart from the approval of the Organizational Documents Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals (separate and apart from approval of the Organizational Documents Proposal).

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The Nasdaq Proposal:

The approval of the Nasdaq Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Nasdaq Proposal is conditioned on the approval of the Organizational Documents Proposal, and, therefore, also conditioned on approval of the Domestication Proposal and the Business Combination Proposal. Therefore, if any of the Domestication Proposal, the Business Combination Proposal or the Organizational Documents Proposal is not approved, the Nasdaq Proposal will have no effect, even if approved by CHW’s public shareholders. Pursuant to the IPO Letter Agreement and the CHW Founders Stock Letter, the CHW Founder Shareholders have agreed to vote shares representing approximately 15% of the aggregate voting power of the CHW ordinary shares in favor of the Nasdaq Proposal. In addition to the shares held by the Sponsor and CHW’s directors and executive officers, 1,516,876 shares would need to be voted in favor of the Nasdaq Proposal for it to be approved, assuming only the minimum number of voting shares needed to establish a quorum are voted.

The Omnibus Incentive Plan Proposal:

The approval of the Omnibus Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Omnibus Incentive Plan Proposal is conditioned on the approval of the Nasdaq Proposal and, therefore, also conditioned on the approval of the Domestication Proposal, the Business Combination Proposal, and the Organizational Documents Proposals. Therefore, if any of those proposals is not approved, the Omnibus Incentive Plan Proposal will have no effect, even if approved by CHW’s public shareholders. Pursuant to the IPO Letter Agreement and the CHW Founders Stock Letter, the CHW Founder Shareholders have agreed to vote shares representing approximately 15% of the aggregate voting power of the CHW ordinary shares in favor of the Omnibus Incentive Plan Proposal. In addition to the shares held by the Sponsor and CHW’s directors and executive officers, 1,516,876 shares would need to be voted in favor of the Omnibus Incentive Plan Proposal for it to be approved, assuming only the minimum number of voting shares needed to establish a quorum are voted.

The ESPP Proposal:

The approval of the ESPP Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The ESPP Proposal is conditioned on the approval of the Nasdaq Proposal and, therefore, also conditioned on the approval of the Domestication Proposal, the Business Combination Proposal, and the Organizational Documents Proposals. Therefore, if any of those proposals is not approved, the ESPP Proposal will have no effect, even if approved by CHW’s public shareholders. Pursuant to the IPO Letter Agreement and the CHW Founders Stock Letter, the CHW Founder Shareholders have agreed to vote shares representing approximately 15% of the aggregate voting power of the CHW ordinary shares in favor of the ESPP Proposal. In addition to the shares held by the Sponsor and CHW’s directors and executive officers, 1,516,876 shares would need to be voted in favor of the ESPP Proposal for it to be approved, assuming only the minimum number of voting shares needed to establish a quorum are voted.

The Adjournment Proposal:

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Adjournment Proposal is not conditioned upon any other Shareholder Proposal. Assuming that (i) all of the shares held by the Sponsor and CHW’s directors and executive officers are voted in favor of the Adjournment Proposal and (ii) only the minimum number of voting shares needed to establish a quorum are voted, 1,516,876 additional shares would need to be voted in favor of the Adjournment Proposal for it to be approved.

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Q:

DO ANY OF CHW’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF CHW SHAREHOLDERS?

A:

CHW’s executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of CHW’s shareholders generally. The CHW board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be approved by the shareholders of CHW. See “The Business Combination Proposal — Interests of CHW Directors and Officers in the Business Combination.”

Q:

WHAT DO I NEED TO DO NOW?

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

Q:

HOW DO I VOTE?

A:

If you are a shareholder of record of CHW as of June 28, 2022 (the “record date”) you may submit your proxy before the Special Meeting in any of the following ways, if available:

•

use the toll-free number shown on your proxy card;

•

visit the website shown on your proxy card to vote via the internet; or

•

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a shareholder of record of CHW as of the record date, you may also cast your vote at the Special Meeting

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:

WHEN AND WHERE IS THE SPECIAL MEETING?

A:

The Special Meeting will be held on                  , 2022, at [     ] local time at the offices of McDermott Will & Emery LLP, located at Vanderbilt Ave, New York, New York 10017, or such other date, time, and place to which such meeting may be adjourned. In light of the novel coronavirus pandemic and to support the well-being of CHW’s shareholders, directors and officers, CHW encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting [     ]. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing [     ] (within the U.S. and Canada and toll-free) or [     ] (outside of the U.S. and Canada, standard rates apply). All CHW shareholders as of the record date, or their duly appointed proxies, may attend the Special Meeting.

Q:

IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A:

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to CHW or by voting at the Special Meeting unless you provide a “legal proxy”, which you must obtain from your broker, bank or other nominee. In addition to such legal proxy, if you plan to attend the Special Meeting,

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but are not a shareholder of record because you hold your shares in “street name”, please have evidence of your beneficial ownership of your shares (e.g., a copy of a recent brokerage statement showing the shares) and valid photo identification with you at the Special Meeting.

Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all of the Shareholder Proposals are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular Shareholder Proposal for which the broker does not have discretionary voting power.

If you are an CHW shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal or the Adjournment Proposal. Such abstentions and broker non-votes will have no effect on the vote count for any of the proposals.

Q:

WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

A:

For purposes of the Special Meeting, an abstention occurs when a shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

If you are an CHW shareholder that attends the Special Meeting and fails to vote on the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.

Q:

WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

A:

If you sign and return your proxy card without indicating how to vote on any particular Shareholder Proposal, the CHW shares represented by your proxy will be voted as recommended by the CHW board of directors with respect to that Shareholder Proposal.

Q:

MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:

Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may do this in one of three ways:

•

filing a notice with CHW or its proxy solicitor;

•

mailing a new, subsequently dated proxy card; or

•

by attending the Special Meeting and electing to vote your shares.

If you are a shareholder of record of CHW and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to CHW Acquisition Corporation, 2 Manhattanville Road, Suite 403, Purchase, New York 10577 and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 5:00 p.m. Eastern time on                  , 2022, or by voting at the Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of CHW ordinary shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

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Q:

WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?

A:

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by shareholders and consummated, you will continue to be a shareholder of CHW. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a shareholder of CHW while CHW searches for another target business with which to complete a business combination.

Q:

WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q:

WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

A:

If you have questions about the Proposals or if you need additional copies of the proxy statement/​prospectus or the enclosed proxy card you should contact CHW’s proxy solicitor at:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com

To obtain timely delivery, CHW’s shareholders must request the materials no later than five business days prior to the extraordinary general meeting.

You may also obtain additional information about CHW from documents filed with the SEC by following the instructions in the section entitled “Additional Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to CHW’s transfer agent at least two business days prior to the extraordinary general meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

VStock Transfer LLC
18 Lafayette Place
Woodmere, New York 11598
E-mail: [•]@vstocktransfer.com
Tel: (212) 828-8436
Facsimile: (646) 536-3179

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Proposal — The Business Combination Agreement.”

Unless otherwise specified, all share calculations (1) assume no exercise of redemption rights by the public shareholders in connection with the Business Combination and (2) do not include any shares issuable upon the exercise of the warrants.

The Parties to the Business Combination

CHW Acquisition Corporation (“CHW”)

CHW Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On September 1, 2021, CHW completed its initial public offering of 12,500,000 units, including 1,500,000 units which were subject to the over-allotment option granted to the underwriters, with each unit consisting of one ordinary share and one warrant to purchase one ordinary share at a price of $11.50 per share. Simultaneously with the closing of the initial public offering and the over-allotment option, CHW consummated the private placement of an aggregate of 4,238,636 warrants to the Sponsor at a purchase price of $1.00 per warrant. A total of $125,000,000 of the net proceeds of the sale of the units in the initial public offering, over-allotment, and the sale of the warrants in the private placement, was placed in a trust account for the benefit of the purchasers of the units in CHW’s initial public offering.

Thirteen qualified institutional buyers or institutional accredited investors which are not affiliated with CHW, the Sponsor, CHW’s directors, or any member of CHW’s management (the “anchor investors”), each purchased units in the IPO at varying amounts not exceeding 9.9% of the units subject to the IPO. In conjunction with each anchor investor purchasing 100% of the units allocated to it, in connection with the closing of the IPO the Sponsor sold 750,000 founder shares in the aggregate to the anchor investors at their original purchase price.

Also on September 1, 2021, CHW issued to the designees of Chardan 62,500 ordinary shares of CHW (the “Representative Shares”). CHW accounted for the Representative Shares as an offering cost of the initial public offering, with a corresponding credit to shareholders’ equity. Since the completion of the IPO, CHW’s activity has been limited to the evaluation of business combination candidates.

Like most blank check companies, CHW’s Existing Organizational Documents provided for the return of the proceeds of CHW’s initial public offering held in the trust account to the holders of public shares if there is no qualifying business combination(s) consummated on or before a certain date (in CHW’s case, December 1, 2022). CHW intends to consummate the Transactions as soon as practicable and will not use the full amount of time through December 1, 2022 to consummate the Transactions unless necessary

CHW’s units, ordinary shares, and warrants are listed on Nasdaq under the symbols “CHWAU,” “CHWA,” and “CHWAW,” respectively.

CHW’s principal executive office is located at 2 Manhattanville Road, Suite 40, Purchase, NY 10577 and its telephone number is (914) 603-5016.

CHW Merger Sub, Inc. (“Merger Sub”)

Merger Sub is a Delaware corporation and a wholly owned subsidiary of CHW. Merger Sub does not own any material assets or operate any business. After the consummation of the Transactions, CHW will cease to exist because it will have merged with and into Merger Sub in the Acquisition Merger.

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Wag Labs, Inc. (“Wag!”)

Based on industry surveys conducted by Similarweb.com, Wag! is a leading provider of access to pet care services. Wag! connects Pet Parents with Pet Caregivers to provide dog walking, home visits, training, boarding, access to a licensed pet expert, and access to routine wellness plans.

Wag!’s principal executive office is located at 55 Francisco Street, Suite 360, San Francisco, CA 94133. Its telephone number is (707) 324-4219. Wag!’s corporate website address is https://wag.co/. Wag!’s website and information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Proxy Statement/Prospectus.

The Business Combination Agreement

The terms and conditions of the Business Combination are contained in the BCA, substantially in the form attached to this proxy statement/prospectus as Annex A. CHW encourages you to read the BCA carefully, as it is the legal document that governs the Business Combination. For more information on the BCA, see the section entitled “The Business Combination Agreement.”

Organizational Structure

The following diagrams illustrate the ownership structure of CHW and Wag! as of the date of this proxy statement/prospectus.

The following diagram illustrates the ownership structure of New Wag! immediately following consummation of the Business Combination.

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*

From and after the Closing, CHW will use the “Wag! Group Co.” name and adopt a corresponding ticker symbol for common stock and warrants to purchase common stock on Nasdaq under the proposed symbols “PET” and “PETW”, respectively.

Ownership of Wag!

As of this date of this proxy statement/prospectus, there are 6,297,398 shares of Wag! common stock issued and outstanding and 25,645,386 shares of Wag! preferred stock issued and outstanding. As of the date of this proxy statement/prospectus, there are 7,573,368 options, 174,154 RSUs, and 91,310 Wag! Common Warrants outstanding.

Pursuant to the Business Combination Agreement, (a) on the Domestication Closing Date, CHW will change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware, upon which CHW will change its name to “Wag! Group Co.”; and (b) on the Acquisition Closing Date, Merger Sub will merge with and into Wag!, with Wag! surviving the Acquisition Merger as a wholly owned subsidiary of New Wag!. In connection with the Domestication, each then-outstanding CHW ordinary share, CHW warrant, and CHW unit will automatically convert into one share of New Wag! common stock, a New Wag! warrant, and one share of New Wag! common stock and one New Wag! warrant, respectively.

Business Summary

Unless otherwise indicated or the context otherwise requires, references in this Business Summary to the company, “we,” “us,” “our,” “Wag!,” and other similar terms refer to Wag Labs, Inc. and its subsidiaries prior to the Business Combination and to New Wag! and its consolidated subsidiaries after giving effect to the Business Combination.

Mission and Purpose

Our mission is to be the #1 partner to busy Pet Parents. We believe that being busy shouldn’t stop Pet Parents from owning or taking care of their pets. We are dedicated to building a future in which every pet has access to safe, high-quality care. This future will be built by a passionate community of pet lovers who want to spend their time creating joy for pets and those who love them. Wag! is the technology platform for building that future, and we are just getting started.

Wag! exists to make pet ownership possible and to bring joy to pets and those who love them. We are committed to maximizing the happiness of pets and Pet Parents alike. Your furry family member deserves our best, and that’s what we deliver every day, through thoughtful innovation and dedicated team support.

Our Business

Wag! develops and supports a proprietary marketplace technology platform available as a website and mobile app that enables independent Pet Caregivers to connect with Pet Parents. The platform allows Pet Parents to make pet services requests in the platform, which can then be fulfilled by Pet Caregivers. Wag! supports dog walking, pet sitting, pet boarding, drop-in visits at the Pet Parent’s home, advice from licensed pet experts, training services, pet insurance comparison tools, and pet wellness plans in 5,300 U.S. cities across all 50 states. From our founding in 2015 through March 2022, we have approved over 400,000 Pet Caregivers and there have been over 12.1 million services completed through the Wag! platform.

We developed on-demand dog walking by connecting an already passionate community of local pet lovers and caregivers with Pet Parents. We built a platform where Pet Parents can find local Pet Caregivers who want to earn extra income. We believe that these connections not only enable better care for pets, but also create joy for both parties, and so we sought to simplify the logistics of pet care. We built a simple and easy-to-use platform to enable Pet Parents to discover, book, pay, and review Pet Caregivers online or in our mobile app.

For Pet Caregivers, we built tools to easily create a listing in the Wag! platform, along with simple tools for promoting their profile online, scheduling and booking service opportunities, communicating with Pet

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Parents, and receiving payment. To assist both Pet Parents and Pet Caregivers, we invested in a customer service team available around the clock to support them along the way. To be a brand dedicated to trust and safety, we thoroughly vet and screen all Pet Caregivers, and all services are covered with up to $1 million property damage protection, subject to applicable policy limitations and exclusions.

With over 400,000 approved Pet Caregivers, our network enables us to facilitate connections between pet, parent, and caregiver to best meet the unique needs and preferences of all members of the community. Moreover, we have carefully designed our technology and platform to leverage our growing scale by helping Pet Parents easily find superior local Pet Caregivers as our provider network expands. Our results speak for themselves — Pet Parents love Wag!. Based on internal reporting, from inception through March 2022 Pet Parents have written over 11 million reviews, more than 96% of which have earned five stars.

We have differentiated ourselves from other marketplaces by offering access to a variety of service options, including dog walking, drop-in visits at the Pet Parent’s home, training, overnight boarding, pet sitting, 24/7 consultations with a licensed pet expert, the ability to compare pet insurance plans, and various Wag! Wellness pet plans.

We generate revenue from four distinct streams: (1) service fees charged to Pet Caregivers for use of the platform to discover pet service opportunities and to successfully complete a pet care service to a Pet Parent, (2) subscription and other fees paid by Pet Parents for Wag! Premium, (3) joining fees paid by Pet Caregivers to join and be listed on the platform, and (4) wellness revenue through affiliate fees paid by third-party service partners based on ‘revenue-per-action’ or conversion activity.

We are committed to improving the quality of life for all pets. To give back to our communities, we donate a portion of the proceeds from each walk to local shelters. Through March 2022, we have donated over 16.5 million meals to pets in need through our partnership with the Greater Good Rescue Bank Program. We have also partnered with the Humane Society of the United States to give back to the community.

Our Market Opportunity

U.S. Pet Parents spent approximately $123.6 billion on their pets in 2021, according to the American Pet Products Association (“APPA”). This is an increase of over 19% from 2020, driven largely by the spike in the pet population due to the COVID-19 pandemic. According to the 2021—2022 APPA National Pet Owners Survey, 70% of U.S. households own a pet, which equates to 90.5 million homes.

Pet Parents rely on family and friends, local independent professionals, large commercial pet service companies, or other online marketplaces for help with petcare. For the millions of Pet Parents with travel plans or busy schedules, each existing care option presents its own disadvantages, especially for parents who have concerns that their pet will not receive enough individual care or attention. Wag! was founded to make pet ownership possible because being busy should not stop someone from owning or caring for their pet. We believe a platform like ours can better address Pet Parents’ basic pet care needs. Pet Parents want a positive, stress-free experience for their pets, quality personalized care for their pets, availability of on-demand pet services, technology-enabled ease of access and management for pet services, and pet care that suits their budgets and their lifestyle.

While demand for pet services decreased under travel restrictions, shelter-in-place orders, and work from home requirements beginning in March 2020, pet adoptions simultaneously skyrocketed. Due to this increase in pet ownership, we believe that COVID-19 has created a number of tailwinds to accelerate growth. Both new and experienced Pet Parents may feel less comfortable leaving their pet home alone or in a kennel in the future. We also implemented new features to increase engagement in a contact-free environment, including adding services such as digital in-app video training sessions with a qualified trainer. The financial pressure of COVID-19 may also expand the number of people looking to earn extra income.

In 2021, we have quickly recovered from the decline in our revenue in 2020 due to COVID-19. As of the year ended December 31, 2021 our revenue was $20.1 million, compared to $12.0 million in the year ended December 31, 2020. As of the three months ended March 31, 2022 our revenue was $9.7 million, compared to $2.6 million in the three months ended March 31, 2021. According to an industry survey conducted by PricewaterhouseCoopers (“PwC”) in November and December 2020, 75% of U.S. executives anticipate at

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least half of the office workforce will return to the office full-time by mid-2022, which we believe will likely have a positive effect on the number of bookings for pet services, such as dog walking, pet sitting, and home visits.

Furthermore, we believe that consumer behavior has continued to shift meaningfully toward online and app-based experiences. For example, one-in-five households in the United States adopted a pet during the pandemic, based on a poll conducted in May 2021 by the American Society for the Prevention of Cruelty to Animals (“ASPCA”). Based on the combination of these factors, we believe that our business will have strong growth in the future.

We believe that the commercial market for pet care represents an enormous expansion opportunity. In order to become the go-to solution for Pet Parents, we are investing in and are committed to accelerating growth in existing markets, expanding our subscription offerings, expanding our platform, expanding internationally, and exploring merger and acquisition opportunities.

Our Business Model

We provide an online marketplace that enables Pet Parents to connect with Pet Caregivers for various pet services. We generate revenue from four distinct streams: (1) service fees charged to Pet Caregivers for use of the platform to discover pet service opportunities and to successfully complete a pet care service to a Pet Parent, (2) subscription and other fees paid by Pet Parents for Wag! Premium, (3) joining fees paid by Pet Caregivers to join and be listed on the platform, and (4) wellness revenue through affiliate fees paid by third-party service partners based on ‘revenue-per-action’ or conversion activity.

Our objective is to attract new Pet Parents to our platform, convert them into repeat bookers, and generate a lifetime of bookings from that Pet Parent. A significant portion of Pet Parents join our platform based on word-of-mouth. From the third quarter of 2019 to the fourth quarter of 2021, we saw more than 70% Organic Customer Acquisition, defined as the percentage of new Pet Parents who are not attributable to a paid marketing channel. To attract new Pet Parents and retain our existing Pet Parents, we offer a platform for services, including pre-scheduled and on-demand dog walking, drop-in visits at the Pet Parent’s home, pet boarding at a caregiver’s home, in-home pet sitting, in-home one-on-one dog training, and digital dog training. In the second quarter of 2020, we launched a service that enables Pet Parents to connect with a licensed pet expert around the clock through our platform for real-time advice on their pets’ behavior, health, and other needs. We also offer pet wellness plans and access to a pet insurance comparison tool, which enables Pet Parents to compare insurance quotes from top-rated insurance companies, including Lemonade, Pets Best, Embrace, Trupanion, PetPlan, and Prudent Pet. We introduced Wag! Premium in the first quarter of 2020. Wag! Premium is an annual or monthly subscription that offers 10% off all services booked as well as other features, like waived booking fees, free advice from licensed pet experts, priority access to top-rated Pet Caregivers, and VIP Pet Parent support. On average, Wag! Premium Pet Parents use the service 7 to 8 times per month, as compared to an average of 4 to 5 times per month for all Wag! users. In addition, the number of Wag! Premium subscribers has grown over 130% for the 12 months ended March 2022.

Repeated Bookings by Wag!’s Pet Parents

For many Pet Parents, leaving their pet alone creates stress and guilt, and the existing solutions are limited. Wag! was created because lonely pets deserve healthier and happier lives. For Pet Parents who are browsing, booking, and managing care on our platform for the first time, our goal is to delight them by anticipating and addressing their specific, unique needs. We aim to establish Wag! as a simple, reliable, on-demand option for Pet Parents.

Our platform allows Pet Parents to choose available on-demand services, the ability to pre-schedule a date and time for services that best suits their needs, and the option to schedule repeat services on a day and time that works for the foreseeable future. To facilitate trust and confidence in services, Pet Parents can start chatting with Pet Caregivers before booking a request and have the ability to browse through trusted caregivers after submitting a sitting or boarding request. Depending on the service, Pet Parents may also receive real-time pictures or videos of their pet enjoying time with local Pet Caregivers. Scheduling a pet

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service on Wag! is as easy as a few keystrokes or taps on a phone, and the overall experience of booking and paying a Pet Caregiver is simple and intuitive for Pet Parents.

Foundation of Caregiving

Our success is built on the foundation of Pet Caregivers who have chosen to provide their services through us. Through our platform, Pet Caregivers can connect with a nationwide community of pets and Pet Parents. We provide Pet Caregivers flexibility and empowerment, and support their passion for pets. Some Pet Caregivers view the provision of pet care services as their full-time job. We support them by providing an additional avenue to build their pet care business and achieve meaningful income. Other Pet Caregivers simply love and enjoy caring for pets in addition to other avenues of employment. We support these more casual Pet Caregivers by providing them access to Pet Parents looking for pet care services, a means to earn some additional supplemental income, an enjoyable gig involving time outdoors and healthy habits, and flexibility in when and how they perform services. We give both full-time and casual Pet Caregivers the ability to share their love of pets with the Wag! pet community.

Competitive Strengths

We believe that we are uniquely positioned to leverage our core competitive strengths to help us to continue to deliver a compelling marketplace offering of pet services. In doing so, we will continue to differentiate ourselves from our competition and, as a result, will continue to provide a compelling value proposition to our Pet Parents and Pet Caregivers.

We view our strengths as falling into the following categories:

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Proprietary and innovative technology platform.   Our technology platform was built to enable us to connect Pet Parents and Pet Caregivers. We own and operate all meaningful technology utilized in our business.

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Large number of high-quality Pet Caregivers.   Pet Caregivers are attracted to the Wag! platform. With the ability to make money on their own time, Pet Caregivers enjoy the flexibility of choosing how and when they want to work — claiming a last-minute appointment or planning out an appointment weeks in advance. This is why over 400,000 Pet Caregivers are approved to provide services through Wag!.

•

High-quality pet services.   With over 11 million reviews, more than 96% of which have earned five stars, we lead the industry in quality. This is also represented by our Net Promoter Score, provided by an external experience management platform, which averages between 45 to 55 for Pet Caregivers and 65 to 70 for Pet Parents as of the third quarter of 2021.

•

Service offerings.   Our platform offers access to pet services to Pet Parents, more than many of our competitors provide. On our platform, we also offer access to differentiated services as compared to our competitors, such as both in-person and digital dog training, on-demand services, and our subscription service, Wag! Premium. We carefully examine demand in the market before we choose to roll out a new pet service option and continually evaluate the success of each service option with Pet Parents and Pet Caregivers.

•

Strong Pet Parent loyalty and word-of-mouth.   Since its inception in 2015, more than 12.1 million services have been delivered to pets and Pet Parents through the Wag! platform. Our continuous excellence in facilitating connections between pet, parent, and Pet Caregiver translates directly into advantages in our ability to retain Pet Parents. Based on an internal survey in 2018-2019, 90% of Pet Parents had never used a walker before signing up with Wag!.

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Premier online destination for pet advice.   According to recent industry surveys, Wag! was the number one online Pets and Animals destination worldwide in the fourth quarter of 2021, with more than 4,200,000 monthly visitors.

Our Growth Strategies

As a leading marketplace for pet services, it is our mission to continue to find ways to help Pet Parents and Pet Caregivers. Simply put, we want to continue to help Pet Caregivers deploy their expertise more

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efficiently and effectively, while at the same time helping Pet Parents make better and more informed decisions as quickly as they desire.

We are working to build the safest and most trusted pet service marketplace in the United States and internationally. To achieve this goal, we intend to continue to grow our business by pursuing the following strategies:

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Accelerate growth in existing markets.   We believe that immense growth remains within our existing offerings and geographies. Over 95% of the U.S. population has access to Wag! and as of March 2022, 5.7 million Pet Parents have signed up for a Wag! account. One of the main drivers of our brand is word-of-mouth growth in local markets. With over 400,000 Pet Caregivers in 5,300 U.S. cities across all 50 states, we want to continue to increase bookings and services.

•

Expand subscription offerings.   Wag! Premium is an annual or monthly subscription that offers 10% off all services booked as well as waived booking fees, free advice from licensed pet experts, priority access to top-rated Pet Caregivers, and VIP Pet Parent support. We plan to introduce additional service options in the Wag! marketplace to further support pets, parents, and Pet Caregivers and drive significant revenue growth.

•

Platform expansion.   We aim to support Pet Parents with the #1 on-demand mobile first platform including through introducing additional services unique to the Wag! platform. For example, in the second quarter of 2020 we launched in-person and digital one-on-one dog training, and in February 2021 we expanded our platform to include cats and other pets.

•

International expansion.   We aim to support Pet Parents and Pet Caregivers around the world. Currently, Wag! operates in 5,300 U.S. cities across all 50 states, and we intend to expand into international markets in 2022.

•

Opportunistic mergers and acquisitions.   We believe that, over time, we can extend the value of Wag! with strategic acquisitions in the pet industry and others, including pet products, vet care, and technology to improve the efficiency and efficacy of the Wag! platform.

Foundation of Trust and Safety

Safety on every booking is important to us, and we are committed to reducing the number of incidents in the Wag! community. Because every furry family member deserves our best, we are dedicated to continually improving. Moreover, although infrequent, if things go wrong, we are committed to continually improving our effectiveness in responding. To bring peace of mind for Pet Parents, all Pet Caregivers are screened, background checked, and approved prior to being able to provide services on the Wag! platform. We also have a dedicated 24/7 support team to assist pets, their parents, and Pet Caregivers around the clock and convenient tools for Pet Parents to get real-time information about their pets during a service.

Employees

As of March 2022, we had 71 full-time employees in the United States. Our employees are allocated across our groups as follows: 20 in corporate, 22 in customer experience, 23 in product and engineering, and 6 in marketing. We also engage contractors and consultants. None of our employees are subject to a collective bargaining agreement or represented by a labor union and we have not experienced any work stoppages as a result of any labor or employment disputes. We consider our relationships with our employees to be in good health.

All Pet Caregivers using the Wag! platform are independent contractors. All caregivers must agree to our Terms of Service as well as enter into an Independent Contractor Agreement to use the platform.

Technology and Infrastructure

Our technology platform is designed to provide an efficient marketplace experience across our website and mobile apps. Our technology vision is to build and deliver secure, flexible, scalable systems, tools, and products that exceed our expectations for Pet Parents and Pet Caregivers alike, as well as accelerate growth and improve productivity.

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Our booking platform connects to the front-end customer web and mobile users, as well as to our support operations team. This platform also connects to our data science platform. We collect and secure information generated from user activity and use machine learning to continuously improve our booking systems. We have a common platform that allows us to seamlessly internationalize our product, integrate images and videos, use experiments to optimize user experience, test product improvements in real time, monitor our site reliability, and rapidly respond to incidents. Finally, our core booking platform connects to leading third-party vendors for communications, payment processing, IT operations management, as well as background checks.

We focus on user experience, quality, consistency, reliability, and efficiency when developing our software. We are also investing in continuously improving our data privacy, data protection, and security foundations, and we continually review and update our related policies and practices.

Intellectual Property

We rely on a combination of state, federal, and common-law rights and trade secret, trademark, and copyright laws in the United States and other jurisdictions together with confidentiality agreements, contractual restrictions, and technical measures to protect the confidentiality of our proprietary rights. To protect our trade secrets, we control access to our proprietary systems and technology and enter into confidentiality and invention assignment agreements with our employees and consultants and confidentiality agreements with other third-parties in order to limit access to, and disclosure and use of, our confidential and proprietary technology and to preserve our rights thereto. We also have registered and unregistered trademarks for the names of many of our products and services, and we are the registrant of the domain registrations for all of our material websites.

Support Operations

Our support team assists Pet Parents and Pet Caregivers with bookings, safety issues, and questions concerning any pet services. Because we are committed to the safety and happiness of all pets on our platform, and peace of mind for Pet Parents, we offer 24/7 assistance to our entire community.

Marketing

Our marketing strategy is focused on attracting Pet Parents and Pet Caregivers to our marketplace. We depend on paid marketing, organic marketing and brand marketing strategies, along with creating virality and word-of-mouth acquisition through our product experience. Through our blog, The Daily Wag!, existing Pet Parents and Pet Caregivers, and media, we attract new users to our marketplace. Wag! is top-ranking in the Travel and Local (Google Play) and Travel (iOS) categories for key search terms through App Store optimization and strong consumer rankings and reviews. In addition, our website sees more than six million visitors per month in the first quarter of 2022 from direct or unpaid traffic sources, the majority of which come from our search engine optimization efforts. From the third quarter of 2019 to the fourth quarter of 2021, we saw 70% Organic Customer Acquisition.

Facilities

Our corporate headquarters is located in San Francisco, California, pursuant to an operating lease that expires in August 2023. We lease additional office space in Phoenix, Arizona and Mountain View, California. We believe that these facilities are generally suitable to meet our needs. From time to time, we have subleased portions of the spaces that we are not currently using.

Competitors

The markets in which we operate are highly fragmented. We face multiple competitors across different categories, and our competitors vary in both size and breadth of services. We expect competition to continue, both from current competitors, who may be well-established and enjoy greater resources or other strategic advantages, as well as new entrants into the market, some of which may become significant competitors in the future. Our main competitors include:

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•

Family, friends, and neighbors.   Our largest competitive dynamic remains the people to whom Pet Parents go for pet care within their personal networks.

•

Local independent professionals.   Local small businesses and independent professionals often operate at small scale with little to no online presence, primarily relying on word of mouth and marketing solutions such as flyers and local ads. As a Pet Parent, it is difficult to know where to find reliable information, who to call, and who to trust.

•

Large, commercial providers.   Large commercial providers, such as kennels and daycares, often struggle to meet the individual needs of Pet Parents and their pets. Such providers can be expensive, and their facilities are often crowded, inducing stress in some pets and leading Pet Parents to question the quality of care their pets receive.

•

Online aggregators and directories.   Pet Parents can also access general purpose online aggregators and directories, such as Craigslist, Nextdoor, or Yelp, to find pet care providers. However, Pet Parents may lack trust in these directories, or find it difficult to find an available and appropriate pet care provider

•

Other digital marketplaces.   We compete with companies such as Rover and the pet care offering on Care.com. We differentiate ourselves with the breadth of our pet service options and simplicity in booking. For example, Wag! is the only marketplace to offer on-demand booking for dog walking and drop-in visits at the Pet Parent’s home, enabling Pet Parents to find a local Pet Caregiver in less than 15 minutes. In addition, our monthly subscription, Wag! Premium, enables Pet Parents to receive a suite of platform features including discounts on additional services, such as boarding, sitting, and training. Finally, through our Wag! Wellness suite of services, Pet Parents can chat with a licensed pet expert 24/7.

Data Privacy, Data Protection and Security

Our privacy and information security program is reasonably designed and implemented, both within our internal systems and on our platform, in an effort to address the security and compliance requirements of personal or otherwise regulated data related to Pet Parents, Pet Caregivers, and our employees. We have a team of professionals that focuses on technical measures such as application, network, and system security, as well as policy measures related to privacy compliance, internal training and education, business continuity, and documented incident response protocols. Further, we design and implement our platform, offerings, and policies to facilitate compliance with evolving privacy, data protection, and data security laws and regulations, as well as to demonstrate respect for the privacy and data protection rights of our users and employees.

Government Regulation

We are subject to a wide variety of laws, regulations, and standards in the United States and other jurisdictions. These laws, regulations, and standards govern issues such as worker classification, labor and employment, anti-discrimination, payments, pricing, whistleblowing and worker confidentiality obligations, animal and human health and safety, text messaging, subscription services, intellectual property, insurance producer licensing and market conduct, consumer protection and warnings, marketing, product liability, environmental protection, taxation, privacy, data protection, data security, competition, unionizing and collective action, arbitration agreements and class action waiver provisions, terms of service, e-commerce, mobile application and website accessibility, money transmittal, and background checks. These laws, regulations, and standards are often complex and subject to varying interpretations, in many cases due to their lack of specificity or unclear applicability, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state, and local administrative agencies. Noncompliance with state insurance statutes or regulations may subject Wag! to regulatory action by the relevant state insurance regulator, and, in certain states, private litigation.

National, state, and local governmental authorities have enacted or pursued, and may in the future enact and pursue, measures designed to regulate the “gig economy.” For example, in 2019, the California Assembly passed AB-5, which codified a narrow worker classification test that has had the effect of treating

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many “gig economy” workers as employees. AB-5 includes a referral agency exemption that specifically applies to animal services and dog walking and grooming, and we believe that Wag! falls within this exemption.

In addition, other jurisdictions could adopt similar laws that do not include such carve outs and which, if applied to Wag!’s platform, could adversely impact its availability and our business.

Other types of new laws and regulations, and changes to existing laws and regulations, continue to be adopted, implemented, and interpreted in response to our business and related technologies. For instance, state and local governments have in the past pursued, or may in the future pursue or enact, licensing, zoning, or other regulation that impacts the ability of individuals to provide home-based pet care.

One of our subsidiaries operates pet insurance comparison engine webpages. This subsidiary is not an underwriter of insurance risk nor does it act in the capacity of an insurance company. Rather, it is licensed and regulated as an insurance producer. On its website, the subsidiary may refer its customers to options for pet insurance plans provided and sold through unaffiliated third parties, including through unaffiliated insurance carriers. The subsidiary’s insurance comparison search feature provides hyperlinks by which consumers are connected with a pet insurance provider’s website to purchase an insurance plan. Each state has its own insurance statutes and regulations and applicable regulatory agency. Generally, each state requires insurers and insurance producers to be licensed in that state. Our subsidiary maintains insurance producer licenses in each state in which it operates. The subsidiary’s website declares that it is neither an underwriter nor an insurer, specifically to highlight that it is not in the business of underwriting insurance plans. All insurance plans referred to by the subsidiary through its insurance comparison search feature are provided by third-party insurance companies. The subsidiary accepts neither premium payments from consumers nor responsibility for paying any amounts on claims.

Debt Financing and Equity Commitments

In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into a definitive commitment letter with Blue Torch Capital LP (together with its affiliated funds and any other parties providing a commitment thereunder, including any additional lenders, agents, arrangers or other parties joined thereto after the date thereof, collectively, the “Debt Financing Sources”), pursuant to which, among other things, the Debt Financing Sources agreed to fund a $30 million senior secured Credit Facility. The lender will additionally be granted warrants to purchase 5% of shares of common stock as of the Acquisition Closing Date at an exercise price of $11.50 per share with terms similar to CHW’s public warrants. The closing and funding of the Credit Facility will occur in connection with the closing of the transactions contemplated by the Business Combination Agreement. Upon closing, Wag! will be the primary borrower under the Credit Facility, New Wag! will be a parent guarantor and substantially all of Wag!’s existing and future subsidiaries will be subsidiary guarantors (subject to certain customary exceptions). The Credit Facility will be secured by a first priority security interest in substantially all assets of the borrower and the guarantors (subject to certain customary exceptions).

The Credit Facility will bear interest at a floating rate of interest equal to, at the borrower’s option, LIBOR plus 10.00% per annum or the base rate plus 9.00% per annum, with the base rate defined as the greatest of (i) the prime rate announced by the Wall Street Journal from time to time, (ii) the federal funds effective rate plus 0.50% and (iii) one-month LIBOR plus 1.00%. LIBOR will be subject to a floor of 1.00% per annum, and the base rate will be subject to a floor of 2.00% per annum. The definitive documentation for the Credit Facility will include customary provisions for the replacement of LIBOR with an acceptable benchmark replacement rate if and when LIBOR is no longer available for borrowings under the Credit Facility. Interest will be payable in arrears at the end of each LIBOR (or other appropriate published rate) interest period (but at least every three (3) months) for LIBOR borrowings and quarterly in arrears for base rate borrowings. During the existence of certain events of default under the Credit Facility, overdue amounts will bear default rate interest at the rate then applicable plus 2.00% per annum.

The Credit Facility will mature three (3) years after the date of closing and will be subject to quarterly amortization payments of principal, in an aggregate amount equal to 2.00% of the principal amount of the Credit Facility in the first year after closing, 3.00% of the principal amount of the Credit Facility in the second year after closing and 5.00% of the principal amount of the Credit Facility in the third year after closing. The remaining outstanding principal balance of the Credit Facility will be due and payable in full on

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the maturity date. In addition to scheduled amortization payments, the Credit Facility will contain customary mandatory prepayment provisions that will require principal prepayments of the Credit Facility upon certain triggering events, including receipt of asset sale proceeds outside of the ordinary course of business, receipt of certain insurance proceeds, receipt of proceeds of non-permitted debt and receipt of other extraordinary payments. The Credit Facility may also be voluntarily prepaid at any time, subject to the payment of a prepayment premium equal to an interest make-whole payment plus 3.00% of the principal amount of such prepayment in the first year after closing, 2.00% of the principal amount of such prepayment in the second year after closing, and 0% thereafter.

The Credit Facility will be subject to customary representations and warranties, affirmative covenants, financial reporting requirements, negative covenants and events of default. The negative covenants included in the definitive documentation for the Credit Facility will impose restrictions on the ability of the borrower, the guarantors and their subsidiaries to incur indebtedness, grant liens, make investments, make acquisitions, declare and pay restricted payments, prepay junior or subordinated debt, sell assets and enter into transactions with affiliates, in each case, subject to certain customary exceptions. In addition, the Credit Facility will require compliance with certain financial covenants, specifically a monthly minimum revenue covenant and a minimum liquidity covenant.

On January 28, 2022, Wag! entered into a series of subscription agreements (the “Series P Subscription Agreements”) with certain institutional and other accredited investors (the “Series P Investors”), pursuant to which, among other things, the Series P Investors purchased an aggregate of 1,100,000 shares of Series P Preferred Stock (the “Series P Shares”) at a cash purchase price of $10.00 per share, resulting in aggregate proceeds to Wag! of $11 million (the “Series P Investment”). The Series P Investments closed prior to the Closing.

On February 2, 2022, CHW entered into the PIPE and Backstop Subscription Agreement with a certain qualified institutional buyer (the “PIPE and Backstop Investor”), as modified and supplemented by that certain side letter agreement between CHW and the PIPE and Backstop Investor, dated June 30, 2022, pursuant to which, among other things, the PIPE and Backstop Investor party thereto agreed to purchase from CHW, and not in the open market, an aggregate of up to 500,000 shares of common stock following the Domestication and substantially concurrent with the Closing at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of $5 million (the “PIPE and Backstop Investment”). The PIPE and Backstop Investment is expected to close immediately prior to the Closing. The PIPE and Backstop Investor is not an “affiliate” as defined in Rule 14e-5.

The PIPE and Backstop Subscription Agreement contains customary representations, warranties, covenants and agreements of CHW and the PIPE and Backstop Investor and are subject to customary closing conditions (including, without limitation, that there is no amendment or modification to the Business Combination Agreement that is material and adverse to the PIPE and Backstop Investor) and termination rights (including a termination right if the transactions contemplated by the PIPE and Backstop Subscription Agreement have not been consummated by November 6, 2022, other than as a result of breach by the terminating party). Entering into both a Credit Facility and a PIPE and Backstop Investment is currently not a common financing mechanism for a SPAC business combination transaction.

There are important differences between the rights of holders of shares of common stock and holders of CHW ordinary shares. See “The Domestication Proposal — Comparison of Corporate Governance and Shareholders” for a discussion of the different rights associated with holding these securities. In addition, the CHW ordinary shares were originally sold in the CHW IPO as a component of the CHW units for $10.00 per unit. The CHW units consist of one ordinary share and one redeemable CHW warrant.

For more information regarding the PIPE and Backstop Investment, see the section entitled “The Business Combination Agreement — Related Agreements — PIPE and Backstop Subscription Agreement.” See also the PIPE and Backstop Subscription Agreement attached to this proxy statement/prospectus as Annex G, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

CHW Extraordinary Meeting and the Proposals

The Special Meeting will be held at [     ] a.m., Eastern Time, on            , 2022, at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017, or such

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other date, time, and place to which such meeting may be adjourned. In light of the novel coronavirus pandemic and to support the well-being of CHW’s shareholders, directors and officers, CHW encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting [     ]. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing: [     ] (within the U.S. and Canada and toll-free) or [     ] (outside of the U.S. and Canada, standard rates apply). At the Special Meeting, CHW’s shareholders will be asked to approve the Domestication Proposal, the Business Combination Proposal, Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary).

The CHW board of directors has fixed the close of business on June 28, 2022 (the “record date”) as the record date for determining the holders of CHW ordinary shares entitled to receive notice of and to vote at the Special Meeting. As of the record date, there were 15,687,500 CHW ordinary shares outstanding and entitled to vote at the Special Meeting. Each share of CHW ordinary shares entitles the holder to one vote at the Special Meeting on each proposal to be considered at the Special Meeting. As of the record date, the Sponsor and CHW’s directors and officers and their affiliates owned and were entitled to vote 2,405,000 shares of CHW ordinary shares, representing approximately 15% of the shares of CHW ordinary shares outstanding on that date. CHW currently expects that the Sponsor and its directors and officers will vote their shares in favor of the Shareholder Proposals and, pursuant to the IPO Letter Agreement and the CHW Founders Stock Letter, the Sponsor and directors and officers have agreed to do so. As of the record date, Wag! did not beneficially hold any shares of CHW ordinary shares.

A majority of the voting power of the issued and outstanding CHW ordinary shares entitled to vote at the Special Meeting must be present, in person or virtually or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting.

Approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Domestication Proposal, the Organizational Documents Proposal and the Advisory Charter Proposals require a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Advisory Charter Proposals, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary) each requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

The Business Combination is conditioned upon the approval of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal and the ESPP Proposal subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the Advisory Charter Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other Shareholder Proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.

Recommendation of CHW’s Board of Directors

CHW’s board of directors has determined that the Business Combination Proposal is in the best interests of CHW and its shareholders, has approved the Business Combination Proposal, and recommends that shareholders vote “FOR” the Domestication Proposal, “FOR” the Business Combination Proposal, “FOR” the Organizational Documents Proposal, “FOR” each of the Advisory Charter Proposals, “FOR” the Nasdaq Proposal, “FOR” for the Omnibus Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

CHW’s Board of Directors’ Reasons for Approval of the Business Combination

On February 1, 2022, the CHW Board (i) determined that the Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, CWH and its stockholders,

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(ii) approved and adopted the Business Combination Agreement and the transactions contemplated thereby and declared their advisability and (iii) directed that the Business Combination Agreement, related transaction documentation and other Shareholder Proposals be submitted to CHW’s shareholders for approval and adoption, and recommended that CHW’s shareholders approve and adopt the Business Combination Agreement, related transaction documentation and such other Shareholder Proposals. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The CHW board of directors did not seek to obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. The CHW board of directors viewed its decision as being based on all of the information available and the factors presented and considered by it. In addition, individual directors may have given different weight to different factors. For more information, see the section entitled “The Business Combination Agreement — CHW Board of Directors’ Reasons for the Approval of the Business Combination.” This explanation of CHW’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Consistent with its investment philosophy and strategy, CHW planned to identify target companies in the consumer industry that are positioned for growth and where we can add value through margin enhancement, the ability to capitalize on market trends, and advancing business-to-business relationships. These criteria were not intended to be exhaustive, and the evaluation relating to the merits of CHW’s initial business combination would be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that CHW’s management team deemed relevant. In considering the Business Combination with Wag!, the Board concluded that it met all of the above criteria.

The Board also gave consideration to certain risks related to the Business Combination, which are described in this proxy statement/prospectus under the caption “Risk Factors”.

Certain Regulatory Approvals

The parties will use their respective reasonable best efforts to promptly file all notices, reports and other documents required to be filed by such party with any governmental authority with respect to the Business Combination, and to submit promptly any additional information requested by any such governmental authority. The parties will use their respective reasonable best efforts to promptly obtain all authorizations, approvals, clearances, consents, actions or non-actions of any governmental authority in connection with the applicable filings, applications or notifications. Each party will promptly inform the other parties of any material communication between itself or its representatives and any governmental authority regarding the Business Combination. If a party or any of its affiliates receives any request for supplemental information or documentary material from any governmental authority with respect to the Business Combination, then the party, to the extent necessary and advisable, shall provide a reasonable response to such request as promptly as reasonably practicable.

Conditions to Closing

The Closing is subject to certain customary conditions, including, among other things: (i) the approval of the Business Combination and other matters by CHW’s shareholders; (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain additional regulatory approvals; (iii) the Available Cash Amount (as defined herein) equaling no less than $30 million at the Closing (pro forma for any payments required to be made in connection with the Business Combination); (iv) (x) fundamental representations and warranties (which includes Organization, Due Authorization, Holding Company; Ownership and Brokers’ Fees) bring down conditions to an “all material respects” standard, (y) general representations and warranties bring down conditions to a “material adverse effect” standard and (z) capitalization representation bring down condition to a “de minimis” standard; (v) covenant bring down conditions to an “all material respects” standard; (vi) the absence of a material adverse effect on the respective parties; and (vii) the effectiveness of this registration statement and the listing of New Wag! common stock to be issued in the Business

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Combination on Nasdaq. To the extent permitted by law, the conditions in the Business Combination Agreement may be waived by the parties thereto.

Termination

The Business Combination Agreement may be terminated by CHW or Wag! under certain circumstances, including, among others, (i) by mutual written consent of Wag! and CHW, (ii) by either CHW or Wag! if the Acquisition Merger Effective Time shall not have occurred prior to August 8, 2022, (iii) by either Wag! or CHW if any of the Required SPAC Proposals, as defined in the Business Combination Agreement, fail to receive the requisite vote for approval at the Extraordinary General Meeting of CHW’s Shareholders’, or (iv) by a Terminating Company Breach or Terminating SPAC Breach, each as defined in the Business Combination Agreement. See Article IX of the Business Combination Agreement.

Date, Time and Place of Extraordinary General Meeting of CHW’s Shareholders

The Special Meeting will be held on          , 2022, at [     ] a.m., Eastern Time, at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017, or such other date, time, and place to which such meeting may be adjourned. In light of the novel coronavirus pandemic and to support the well-being of CHW’s shareholders, directors and officers, CHW encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting [     ]. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing [     ] (within the U.S. and Canada and toll-free) or [     ] (outside of the U.S. and Canada, standard rates apply).

Voting Power; Record Date

CHW has fixed the close of business on June 28, 2022 as the “record date” for determining CHW shareholders entitled to notice of and to attend and vote at the extraordinary general meeting. As of the close of business on the record date, there were 15,687,500 CHW ordinary shares outstanding and entitled to vote. Each CHW ordinary share is entitled to one vote per share at the extraordinary general meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted.

Quorum and Vote of CHW Shareholders

A quorum of CHW shareholders is necessary to hold a valid meeting of shareholders. The presence in person or by proxy of the holders of at least 50% of the ordinary shares entitled to vote constitutes a quorum.

The approval of each of the Business Combination Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal, respectively, requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by CHW’s shareholders present in person (virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter (and absent shareholders, shareholders who are present but do not vote, blanks and abstentions are not counted).

The approval of each of the Domestication Proposal and the Organizational Documents Proposal requires a special resolution, being the affirmative vote of at least two-thirds of the votes cast by CHW’s shareholders present in person (virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter (and absent shareholders, shareholders who are present but do not vote, blanks and abstentions are not counted).

Of the 15,687,500 CHW ordinary shares outstanding and entitled to vote, approximately 15% are owned and entitled to be voted by the Sponsor and CHW’s directors and executive officers and their affiliates. CHW’s directors and executive officers and any affiliates have agreed to vote any CHW ordinary shares held by them in favor of the transactions contemplated by the Business Combination Agreement. For approval of the proposed transaction, at least one-quarter of the ordinary shares entitled to vote must be voted in favor of each of the Business Combination Proposal, the Advisory Charter Proposals, the Nasdaq

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Proposal, the Omnibus Incentive Plan Proposal, the ESPP Proposal, and the Adjournment Proposal, respectively, and one-third of the ordinary shares entitled to vote must be voted in favor of the Domestication Proposal and the Organizational Documents Proposal, assuming only the minimum number of voting shares needed to establish a quorum are voted.

Redemption Rights

Public shareholders may seek to redeem the public shares that they hold, regardless of whether they vote for the Business Combination, against the Business Combination or do not vote in relation to the Business Combination. Any public shareholder may request redemption of their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest (less taxes paid or payable, if any, and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

CHW’s initial shareholders will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

hold (a) public shares or (b) units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)

prior to 5:00 p.m., Eastern Time, on          , 2022, (a) submit a written request to the transfer agent that CHW redeem your public shares for cash and (b) deliver your share certificates for your public shares (if any) to the transfer agent, physically or electronically through DTC.

Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CHW’s consent, until the closing of the Business Combination. If CHW receives valid redemption requests from holders of public shares prior to the redemption deadline, CHW may, at its sole discretion, following the redemption deadline and until the date of Closing, seek and permit withdrawals by one or more of such holders of their redemption requests. CHW may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account, including where CHW otherwise would not satisfy the closing condition that the amount in the Trust Account and the proceeds from the Series P Investment, PIPE and Backstop Investment and Debt Financing equal or exceed $30 million, following payment of the aggregate amount of cash proceeds that will be required to satisfy any redemptions and payment of all transaction expenses. If you delivered your public shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting CHW’s transfer agent at the email address or address listed under the question “Who can help answer my questions?” below. If the Business Combination is not approved or completed for any reason, then CHW’s public shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, CHW will promptly return any shares previously delivered by public holders.

If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own those public shares. You will be entitled to receive cash for your public shares only if (a) you properly exercise your right to redeem the public shares that you will hold upon

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the Domestication, no later than the close of the vote on the Business Combination Proposal, and deliver your ordinary shares (either physically or electronically) to the transfer agent, prior to 5:00 p.m., Eastern Time, on          , 2022, and (b) the Business Combination is consummated.

In order for public shareholders to exercise their redemption rights in respect of the Business Combination, public shareholders must properly exercise their right to redeem the public shares that you will hold upon the Domestication No later than the close of the vote on the Business Combination Proposal and deliver their ordinary shares (either physically or electronically) to the transfer agent, prior to 5:00 p.m., Eastern Time on          , 2022. Therefore, the exercise of redemption rights occurs prior to the Domestication. For the purposes of Article 48.5 of the Amended and Restated Memorandum and Articles of Association of CHW and Cayman Islands law, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this proxy statement/prospectus shall be interpreted accordingly. Immediately following the Domestication and the consummation of the Business Combination, public shareholders who properly exercised their redemption rights in respect of their public shares shall be paid.

No Appraisal Rights

CHW’s shareholders will not have appraisal rights under Cayman Islands law or otherwise in connection with the Business Combination Proposal or the other Shareholder Proposals.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. CHW has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “The Extraordinary General Meeting — Revoking Your Proxy.”

Interests of CHW’s Directors and Officers in the Business Combination

In considering the recommendation of the board of directors of CHW to vote in favor of approval of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal and the other Shareholder Proposals, shareholders should keep in mind that the Sponsor and certain members of the board of directors and officers of CHW and the Sponsor, including its directors and officers, have interests in such Shareholder Proposals that are different from, or in addition to, those of CHW’s shareholders generally. In particular:

•

If CHW does not consummate a business combination by December 1, 2022 (unless such date is extended in accordance with the Amended and Restated Memorandum and Articles of Association), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding ordinary shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 12,500,000 ordinary shares would be worthless because following the redemption of the public shares, CHW would likely have few, if any, net assets and because the holders of our founder shares have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the founder shares if we fail to complete a Business Combination within the required period.

•

The Sponsor purchased the founder shares prior to our initial public offering for an aggregate purchase price of $25,000, or approximately $0.009 per share. The Sponsor currently holds 2,405,000 founder shares. Such shares, if unrestricted and freely tradable, would have had aggregate market value of $23,809,500 based upon the closing price of $9.90 per public share on Nasdaq on June 28, 2022, the record date. Given such shares will be subject to lock-up restrictions, we believe such shares have less value.

•

Sponsor purchased 4,238,636 private placement warrants, each exercisable to purchase one ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, and such private placement warrants will expire and be worthless if a business combination is not consummated within

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15 months of the consummation of the IPO (unless such date is extended in accordance with the Existing Organizational Documents). Such warrants, if unrestricted and freely tradable, would have had aggregate market value of $762,954.48 based upon the closing price of $0.18 per public warrants on Nasdaq on June 28, 2022, the record date. Given such warrants will be subject to lock-up restrictions, we believe such shares have less value.

•

Sponsor and CHW’s officers and directors will lose their entire investment in CHW if an initial business combination is not completed within 15 months from the closing of the IPO.

•

Sponsor and CHW’s officers and directors can earn a positive rate of return on their investment, even if other CHW shareholders experience a negative rate of return in the post-business combination company.

•

Following the Closing, Sponsor would be entitled to the repayment of an outstanding working capital loan and advances that have been made to CHW. The Sponsor agreed to loan to CHW up to $1,500,000 to be used for a portion of the expenses of CHW. These loans are non-interest bearing, unsecured and are due upon consummation of an initial business combination. As of March 31, 2022, there was no amount outstanding under the January 18, 2021 promissory note, and there were no other working capital loans outstanding. If CHW fails to complete an initial business combination by December 1, 2022, CHW may use a portion of the working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account can be used to repay the working capital loans.

•

Jonah Raskas and Mark Grundman, co-chief executive officers of CHW may be deemed to have or share beneficial ownership of the founder shares and private placement warrants held directly by the Sponsor by virtue of their ownership interest in the manager of the Sponsor.

•

CHW’s existing directors and officers will be eligible for continued indemnification and continued coverage under CHW’s directors’ and officers’ liability insurance for a period of six years after the Business Combination.

•

In order to protect the amounts held in the Trust Account, Sponsor has agreed that it will be liable to CHW if and to the extent any claims by a vendor for services rendered or products sold to CHW, or a prospective target business with which CHW has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of CHW’s initial public offering against certain liabilities, including liabilities under the Securities Act.

•

Following consummation of the Business Combination, Sponsor, our officers and directors and their respective affiliates would be entitled to reimbursement for certain reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by CHW from time to time, made by Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. However, if CHW fails to consummate a business combination within the required period, Sponsor and CHW’s officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement. However, there have been no material out-of-pocket expenses subject to reimbursement to date and CHW does not anticipate any such expenses prior to Closing;

•

Up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by Sponsor or any of its affiliates to CHW may be converted into CHW warrants to purchase CHW ordinary shares at a price of $1.00 per warrant at the option of the lender;

•

Under the terms of the Amended and Restated Registration Rights Agreement, New Wag! grants CHW Founder Shareholders certain customary demand, shelf and piggyback registration rights with respect to their shares of New Wag! common stock.

•

Under the terms of the Business Combination Agreement, following the Acquisition Closing, in the event that New Wag! conducts a tender offer or other redemption, termination or cancellation of the assumed CHW warrants, each of (x) the CHW Founder Shareholders, collectively, and (y) certain

42

members of New Wag’s management, collectively, shall be entitled to receive five percent (5%) of any cash proceeds actually received by New Wag as a result of the exercise of any such assumed CHW warrants in connection with such redemption.

Certain Engagements in Connection with the Transaction and Related Transactions

In addition to the interests of CHW’s directors and officers in the Business Combination, shareholders should be aware that Chardan has financial interests that are different from, or in addition to, the interests of our shareholders.

Chardan was an underwriter in CHW’s IPO. In connection with the IPO, CHW issued to the designees of Chardan 62,500 ordinary shares as representative shares with an estimated fair value of $7.362 per share ($460,125 in the aggregate) based upon the price of the Founder Shares issued to the anchor investors. Upon consummation of the Transaction, Chardan is entitled to a deferred underwriting commission of $4,375,000. Chardan agreed to waive (pursuant to the Underwriting Agreement and for no further consideration) its rights to the deferred underwriting commission held in the Trust Account in the event CHW does not complete an initial business combination within 15 months of the closing of the CHW IPO. Accordingly, if the Business Combination or any other initial business combination, is not consummated by that time and CHW is therefore required to be liquidated, Chardan, will not receive any of the deferred underwriting commission and such funds will be returned to CHW’s public stockholders upon its liquidation. If an initial business combination is not consummated by CHW, Chardan would also lose the value of certain shares and other rights it received in the closing of CHW’s IPO, as disclosed in CHW’s IPO prospectus.

Chardan therefore has an interest in CHW completing a business combination that will result in the payment of the deferred underwriting commission to Chardan as the underwriter of the CHW IPO. In considering the approval of the Business Combination, the CHW shareholders should consider the roles of Chardan in light of the deferred underwriting commission Chardan is entitled to receive if the Business Combination is consummated within 15 months of the closing of CHW’s IPO and the other benefits that Chardan would retain upon CHW’s consummation of a business combination.

In connection with the Business Combination, CHW also engaged Chardan to act as its lead financial advisor and capital markets advisor; however, no fees were payable to Chardan in such capacity.

Wag! continually evaluates strategic investments, partnership opportunities, and potential acquisition opportunities. If the cost of such opportunities are significant, for example ranging for $10-$50 million, Wag! will evaluate funding the opportunity via its cash on hand or by raising debt or equity financings (which could include short or long term debt, new common or preferred equity issuances or an equity line of credit). There are no assurances that these sources of funding will be available to Wag! or that Wag! will draw upon them to fund its opportunities and growth plan.

Stock Exchange Listing

We expect to list the shares of New Wag! common stock and warrants to purchase shares of common stock on Nasdaq under the proposed symbols “PET” and “PETW”, respectively.

Sources and Uses of Funds for the Business Combination

The following tables summarize the estimated sources and uses for funding the Business Combination assuming (i) that none of CHW’s outstanding ordinary shares are redeemed in connection with the Business Combination (“No Redemptions”), (ii) that 6.25 million outstanding ordinary shares are redeemed in connection with the Business Combination (representing 50% of the outstanding public shares (“50% Redemptions”)), and (iii) that 12.5 million outstanding ordinary shares are redeemed in connection with the Business Combination (representing all the outstanding public shares (“Maximum Redemptions”)). The number of ordinary shares redeemable assuming Maximum Redemptions assumes that the per share Redemption Price is $10.00; the actual per share Redemption Price will be equal to the pro rata portion of the Trust Account calculated as of two business days prior to the consummation of the Business Combination.

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Estimated Sources and Uses (No Redemptions, in millions)

Sources	​	​	Uses	​	​
Proceeds from Trust Account	$	125	Cash to Balance Sheet	$	142
PIPE and Backstop Investment	​	5	Closing Cash Consideration	​	—
Credit Facility	​	30	Transaction Costs	​	18
Total Sources	$	160	Total Uses	$	160

Estimated Sources and Uses (50% Redemptions, in millions)

Sources	​	​	Uses	​	​
Proceeds from Trust Account	$	63	Cash to Balance Sheet	$	80
PIPE and Backstop Investment	​	5	Closing Cash Consideration	​	—
Credit Facility	​	30	Transaction Costs	​	18
Total Sources	$	98	Total Uses	$	98

Estimated Sources and Uses (Maximum Redemptions, in millions)

Sources	​	​	Uses	​	​
Proceeds from Trust Account	$	0	Cash to Balance Sheet	$	17
PIPE and Backstop Investment	​	5	Closing Cash Consideration	​	—
Credit Facility	​	30	Transaction Costs	​	18
Total Sources	$	35	Total Uses	$	35

The foregoing has been prepared using the following assumptions:

•

Assuming No Redemptions:   This “minimum scenario” presentation assumes that none of the 12,500,000 public shares outstanding as of the record date are redeemed by CHW’s public shareholders.

•

Assuming 50% Redemptions: This presentation assumes that CHW’s public shareholders redeem 50%, or 6,250,000 shares of CHW’s ordinary shares. This calculation assumes that the full $5 million in aggregate proceeds are received from the PIPE and Backstop Investment and that the amount in the Trust Account (prior to any redemptions) is equal to $62.5 million (approximately 50% of the amount in the Trust Account as of March 31, 2022), resulting in an aggregate redemption payment (based on an estimated redemption price per share of approximately $10) of $62.5 million.

•

Assuming Maximum Redemptions:   This presentation assumes that CHW’s public shareholders redeem 12,500,000 shares of CHW’s ordinary shares. This calculation assumes that the full $5 million in aggregate proceeds are received from the PIPE and Backstop Investment and that the amount in the Trust Account (prior to any redemptions) is equal to $125 million (approximately the amount in the Trust Account as of March 31, 2022), resulting in an aggregate redemption payment (based on an estimated redemption price per share of approximately $10) of $125 million.

•

Transaction Costs:   include $9.5 million and $4.4 in legal and other fees for Wag! and CHW, repectively, as well as $4.4 million of deferred underwriting fees related to CHW’s IPO.

For additional information, including the assumptions underlying the Assuming No Redemptions, 50% Redemptions, the and Maximum Redemptions scenarios presented above, see “Unaudited Pro Forma Condensed Combined Financial Information.”

Comparison of Corporate Governance and Shareholder Rights

Following the consummation of the Business Combination, the rights of CHW shareholders who become New Wag! stockholders in the Business Combination will no longer be governed by the Existing Organizational Documents and instead will be governed by the Proposed Charter and the Proposed Bylaws of New Wag!. See “The Domestication Proposal — Comparison of Corporate Governance and Shareholders.”

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the Domestication and exercise of redemption rights, please see “Material U.S. Federal Income Tax Considerations.”

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Expected Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, CHW will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Wag! issuing shares for the net assets of CHW, accompanied by a recapitalization. The net assets of CHW will be recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded. This determination is primarily based on Wag! stockholders comprising a relative majority of the voting power of New Wag! and having the ability to nominate a majority of the members of the Board of New Wag! Wag!’s operations, and Wag!’s senior management comprising the senior management of New Wag!. Accordingly, for accounting purposes, the financial statements of New Wag! will represent a continuation of the financial statements of Wag! with the Business Combination being treated as the equivalent of Wag! issuing stock for the net assets of CHW, accompanied by a recapitalization. The net assets of CHW will be stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Acquisition Merger will be presented as those of Wag! in future reports of New Wag!.

There will be no accounting effect or change in the carrying amount of the assets and liabilities of the Company as a result of the U.S. Domestication. The business, capitalization and liabilities of the Company immediately following the U.S. Domestication will be the same as those immediately prior to the U.S. Domestication. There will also not be any accounting impact regarding the change in par value in the shares of the Company as a result of the U.S. Domestication.

Regulatory Matters

The Domestication, the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the Cayman Islands, except for the registration by the Registrar of Companies in the Cayman Islands of the plans of merger.

Emerging Growth Company

CHW is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. CHW has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, CHW, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of CHW’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Risk Factors

In evaluating the proposals to be presented at the Special Meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

Summary of Risk Factors

You should consider carefully all of the risks described below, together with the other information contained in this proxy statement/prospectus, before voting on the Shareholder Proposals. For purposes of the below summary of risk factors, “we” and “our” refers to Wag! or New Wag!, as the context may require. Such risks include, but are not limited to:

•

We may be subject to cybersecurity risks and changes to data protection regulation;

•

We face increasing competition in many aspects of our business;

•

We may not realize the anticipated benefits of our business acquisitions, and any acquisition, strategic relationship, joint venture or investment could disrupt our business and harm our operating results and financial condition;

•

If we are unable to manage our growth and expand our operations successfully, our reputation, brands, business and results of operations may be harmed;

•

We are subject to risks related to our dependency on our key management members and other key personnel, as well as attracting, retaining and developing qualified personnel in a highly competitive talent market;

•

We may be subject to litigation risks and may face liabilities and damage to our professional reputation as a result;

•

Our businesses are subject to extensive domestic and foreign regulations that may subject us to significant costs and compliance requirements;

•

We are subject to risks related to effectuating the Domestication including potentially adverse tax consequences and less favorable shareholder rights under the DGCL than under Cayman Islands Law;

•

We may be subject to risks related to our status as an emerging growth company within the meaning of the Securities Act;

•

Because the Company will become a publicly traded company by means other than a traditional underwritten initial public offering, the Company’s stockholders may face additional risks and uncertainties;

•

CHW and Wag! are subject to risks that may prevent the consummation and completion of the Business Combination, including the approval of each Condition Precedent Proposal, the failure to meet closing conditions, the failure of the PIPE and Backstop Investment to close, and the failure of the Credit Facility to close;

•

Some of CHW’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Wag! is appropriate for CHW’s initial business combination;

•

If third parties bring claims against CHW, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share;

•

You may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of common stock from such exercise than if you were to exercise such warrants for cash;

•

The grant of registration rights to certain of our investors and the future exercise of such rights may adversely affect the market price of our common stock;

•

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants.

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As a result, the exercise price of the warrants could be increased, the exercise period could be shortened and the number of ordinary shares purchasable upon exercise of a warrant could be decreased, all without approval of each warrant affected;

•

Failure to achieve and maintain effective internal control over financial reporting could result in our failure to accurately or timely report our financial condition or results of operations which could have a material adverse effect on our business and stock price; and

•

The compliance obligations of CHW and Wag! under the Sarbanes-Oxley Act require substantial financial and management resources, and increase the time and costs of completing an acquisition.

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SUMMARY HISTORICAL CONDENSED FINANCIAL INFORMATION OF CHW

The following table shows selected historical financial information of CHW Acquisition Corporation statement of operations data for the period from January 12, 2021 (inception) to December 31, 2021 and the balance sheet data as of December 31, 2021 that are derived from CHW’s audited financial statements, included elsewhere in this proxy statement/prospectus. The selected historical condensed statements of operations data of CHW for the three months ended March 31, 2022 and the condensed balance sheet data as of March 31, 2022 are derived from CHW’s unaudited interim condensed financial statements included elsewhere in this proxy statement. In the opinion of CHW’s management, the unaudited interim condensed financial statements include all adjustments necessary to state fairly CHW’s financial position as of March 31, 2022 and the results of operations for the three months ended March 31, 2022. The following table should be read in conjunction with “CHW Management’s Discussion and Analysis of Financial Condition and Results of Operations” and CHW’s historical financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement/prospectus.

​	For the three months ended March 31, 2022			For the period January 12, 2021 (inception) through March 31, 2021			For the period January 12, 2021 (inception) through December 31, 2021
Statement of Operations Data:	​	​	​	​			​
Net loss	​	$	(2,171,947)	​	$	(11,634)	​	$	(829,563)
Basic and diluted net loss per share – redeemable ordinary shares	​	$	(0.14)	​	​	—	​	$	(0.11)
Basic and diluted net loss per share – non-redeemable ordinary shares	​	$	(0.14)	​	​	—	​	$	(0.11)
Statement of Cash Flow Data:	​	​	​	​	​	​	​	​	​
Net cash used in operating activities	​	$	(352,419)	​	$	(11,634)	​	$	(795,937)
Net cash used in investing activities	​	​	—	​	​	—	​	$	(125,000,000)
Net cash provided by financing activities	​	​	—	​	$	31,838	​	$	126,483,518

​	March 31, 2022			December 31, 2021
Balance Sheet Data:	​	​	​	​
Total cash	​	$	335,162	​	$	687,581
Total assets	​	$	125,868,803	​	$	126,237,285
Total liabilities	​	$	6,761,796	​	$	4,958,331
Total ordinary shares subject to possible redemption	​	$	125,000,000	​	$	125,000,000
Total shareholders’ equity (deficit)	​	$	(5,892,993)	​	$	(3,721,046)

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF WAG!

The following tables show selected historical financial data of Wag! for the periods ended and as of the dates indicated. The selected historical statements of operations data of Wag! for the years ended December 31, 2021 and 2020 and the historical balance sheet data as of December 31, 2021 and 2020 are derived from Wag!’s audited financial statements included elsewhere in this proxy statement/prospectus. The selected historical condensed consolidated statements of operations data of Wag! for the three months ended March 31, 2022 and 2021, and the condensed consolidated balance sheet data as of March 31, 2022 are derived from Wag!’s unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement. In the opinion of Wag!’s management, the condensed consolidated financial statements include all adjustments necessary to state fairly Wag!’s financial position as of March 31, 2022 and the results of operations for the three months ended March 31, 2022 and 2021.

The financial information contained in this section relates to Wag!, prior to and without giving pro forma effect to the impact of the Acquisition Merger and, as a result, the results reflected in this section may not be indicative of the results of the post-combination company going forward. For more information regarding such financial information, see “Summary Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.

Additionally, the following selected historical consolidated financial information should be read together with the consolidated financial statements and accompanying notes and “Wag! Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace Wag!’s consolidated financial statements and the related notes. Wag!’s historical results are not necessarily indicative of the results that may be expected in the future and Wag!’s consolidated results for three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any other period.

​	Three Months Ended March 31,						Years Ended December 31,
($ in thousands, except percentages)	2022			2021			2021			2020
Revenues	​	$	9,666	​	$	2,589	​	$	20,082	​	$	11,970
Cost of revenues, excluding depreciation and amortization	​	​	806	​	​	523	​	​	2,777	​	​	2,756
Total operating expenses, including depreciation and amortization	​	​	11,178	​	​	4,769	​	​	27,830	​	​	28,185
Gain on forgiveness of PPP loan	​	​	—	​	​	—	​	​	3,482	​	​	—
Interest (expense) income, net	​	​	(32)	​	​	(5)	​	​	(61)	​	​	145
Loss before income taxes	​	​	(2,350)	​	​	(2,708)	​	​	(7,104)	​	​	(18,826)
Income tax benefit (expense)	​	​	0	​	​	0	​	​	793	​	​	(13)
Net loss	​	$	(2,350)	​	$	(2,708)	​	$	(6,311)	​	$	(18,839)
Net loss per share, basic and diluted	​	$	(0.37)	​	$	(0.48)	​	$	(1.07)	​	$	(3.35)
Weighted average shares, basic and diluted	​	​	6,297,398	​	​	5,634,632	​	​	5,908,062	​	​	5,623,515

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​	March 31,			December 31,
Consolidated Balance Sheet Data	2022			2021			2020
Cash and cash equivalents	​	$	3,327	​	$	2,628	​	$	3,049
Short-term investments	​	$	9,299	​	$	2,771	​	$	16,358
Total current assets	​	$	21,132	​	$	12,010	​	$	21,935
Working capital(1)	​	$	10,257	​	$	2,030	​	$	13,971
Total assets	​	$	25,858	​	$	16,462	​	$	23,174
Total liabilities	​	$	13,077	​	$	12,310	​	$	13,101
Mezzanine equity	​	$	121,190	​	$	110,265	​	$	110,265
Accumulated deficit	​	$	(112,200)	​	$	(109,850)	​	$	(103,539)
Total stockholders’ deficit	​	$	(108,409)	​	$	(106,113)	​	$	(100,192)

(1)

Working capital is defined as current assets less current liabilities. See the financial statements and the related notes included elsewhere in this proxy statement/prospectus for further details regarding Wag!’s current assets and current liabilities.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited Pro Forma Condensed Combined Financial Information presents the combination of the financial information of CHW Acquisition Corporation (“CHW”) and Wag Labs, Inc. (“Wag!”), adjusted to give effect to the Business Combination. The following unaudited Pro Forma Condensed Combined Financial Information has been prepared in accordance with Article 11 of Regulation S-X.

The summary unaudited Pro Forma Condensed Combined Financial Information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of New Wag! Appearing elsewhere in this proxy statement/prospectus/information statement and the accompanying notes, in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the historical financial statements of CHW and Wag! and the related notes included elsewhere in this proxy statement/prospectus/information statement.

Notwithstanding the legal form of the business combination pursuant to the Business Combination Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with ASC 805, Business Combinations, using the acquisition method. No goodwill or other intangible assets will be recorded, and, for accounting purposes, the Business Combination will be treated as the equivalent of Wag! issuing shares for the net assets of CHW, accompanied by a recapitalization. The net assets of CHW will be recognized at carrying value. For accounting purposes, the acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. The determination of whether control has been obtained begins with the evaluation of whether control should be evaluated based on the variable interest or voting interest model pursuant to ASC Topic 810, Consolidation (“ASC 810”). In all redemption scenarios, Wag! has been determined to be the accounting acquirer based on evaluation of the following factors:

•

Wag!’s shareholders will have a majority of the voting power under each of the No Redemptions, 50% Redemptions, and Maximum Redemptions scenarios;

•

Wag! will appoint the majority of the board of directors of New Wag!;

•

Wag!’s existing management will comprise the management of New Wag!;

•

Wag! will comprise the ongoing operations of New Wag!;

•

Wag! is the larger entity based on historical business operations;

The unaudited Pro Forma Condensed Combined Financial Information has been prepared using the assumptions below with respect to the potential redemption into cash of Wag!’s Public Shares:

•

Assuming No Redemptions: This presentation assumes that no CHW public shareholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the Trust Account.

•

Assuming 50% Redemptions: This presentation assumes that 6,250,000 CHW ordinary shares are redeemed for their pro rata share (assumed redemption price of $10.00 per share based on the funds held in the Trust Account as of December 31, 2021) for aggregate redemption proceeds of $62.5 million. This 50% Redemption scenario is based on 50% of redemptions which may occur, but which would still provide PIPE financing proceeds of $5.0 million and loan proceeds of $30 million before giving effect to the payment of the estimated transaction costs of $13.9 million, incurred in connection with the Merger, and CHW’s deferred underwriting commissions of $4.4 million from its IPO.

•

Assuming Maximum Redemptions: This presentation assumes that 12,500,000 CHW ordinary shares are redeemed for their pro rata share (assumed redemption price of $10.00 per share based on the funds held in the Trust Account as of December 31, 2021) for aggregate redemption proceeds of $125.0 million. This Maximum Redemption scenario is based on the maximum number of redemptions which may occur, but which would still provide PIPE financing proceeds of $5.0 million and loan proceeds of $30 million before giving effect to the payment of the estimated transaction costs of $13.9

51

million, incurred in connection with the Merger, and CHW’s deferred underwriting commissions of $4.4 million from its IPO, incurred in connection with the Merger.

​	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
​	Pro Forma Combined
​	(in thousands, except per share data)
Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data – Three Months Ended March 31, 2022	​	​	​	​	​	​	​	​	​
Revenue	​	$	9,666	​	$	9,666	​	$	9,666
Cost and expenses	​	​	​	​	​	​	​	​	​
Cost of revenue exclusive of depreciation and amortization	​	​	806	​	​	806	​	​	806
Platform operations and support	​	​	2,577	​	​	2,577	​	​	2,577
Sales and marketing	​	​	6,082	​	​	6,082	​	​	6,082
General and administrative	​	​	4,552	​	​	4,552	​	​	4,552
Depreciation and amortization	​	​	152	​	​	152	​	​	152
Total cost and expenses	​	​	14,169	​	​	14,169	​	​	14,169
Interest (expense) / income, net	​	​	(1,085)	​	​	(1,085)	​	​	(1,085)
Loss before income taxes	​	​	(5,588)	​	​	(5,588)	​	​	(5,588)
Income taxes	​	​	—	​	​	—	​	​	—
Net loss	​	$	(5,588)	​	$	(5,588)	​	$	(5,588)
Basic and diluted weighted average shares outstanding	​	​	47,567,500	​	​	41,317,500	​	​	35,054,173
Basic and diluted loss per share	​	$	(0.12)	​	$	(0.14)	​	$	(0.16)
Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data – Year Ended December 31, 2021	​	​	​	​	​	​	​	​	​
Revenue	​	$	18,582	​	$	18,582	​	$	18,582
Cost and expenses	​	​	​	​	​	​	​	​	​
Cost of revenue exclusive of depreciation and amortization	​	​	2,777	​	​	2,777	​	​	2,777
Platform operations and support	​	​	14,318	​	​	14,318	​	​	14,318
Sales and marketing	​	​	13,162	​	​	13,162	​	​	13,162
General and administrative	​	​	36,304	​	​	36,304	​	​	36,304
Depreciation and amortization	​	​	388	​	​	388	​	​	388
Total cost and expenses	​	​	66,949	​	​	66,949	​	​	66,949
Gain on forgiveness of PPP loan	​	​	3,482	​	​	3,482	​	​	3,482
Interest (expense) / income, net	​	​	(4,355)	​	​	(4,355)	​	​	(4,355)
Loss before income taxes	​	​	(49,240)	​	​	(49,240)	​	​	(49,240)
Income taxes	​	​	793	​	​	793	​	​	793
Net loss	​	$	(48,447)	​	$	(48,447)	​	$	(48,447)
Basic and diluted weighted average shares outstanding	​	​	47,567,500	​	​	41,317,500	​	​	35,054,173
Basic and diluted loss per share	​	$	(1.02)	​	$	(1.17)	​	$	(1.38)
Selected Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2022	​	​	​	​	​	​	​	​	​
Total assets	​	$	166,753	​	$	104,253	​	$	41,753
Total liabilities	​	$	40,214	​	$	40,214	​	$	40,214
Total stockholders’ equity	​	$	126,539	​	$	64,039	​	$	1,539

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION

The following table sets forth historical comparative per share information of Wag!, on a stand-alone basis, and the unaudited Pro Forma Condensed Combined per share information after giving effect to the Business Combination, assuming No Redemptions, 50% Redemptions, and Maximum Redemptions, respectively.

The historical information should be read in conjunction with the sections of this proxy statement/ prospectus entitled “Wag!’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “CHW’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the historical financial statements and related notes thereto of each of CHW and Wag! included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined per share information is derived from, and should be read in conjunction with, the information contained in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma combined share information does not purport to represent what the actual results of operations of Wag! would have been had the Business Combination been completed or to project Wag!’s results of operations that may be achieved after the Business Combination. The unaudited pro forma combined net loss per share information below does not purport to represent what the actual results of operations of Wag! would have been had the Business Combination been completed or to project Wag!’s results of operations that may be achieved after the Business Combination. The unaudited pro forma stockholders’ equity per share information below does not purport to represent what the value of CHW equity and Wag! equity would have been had the Business Combination been completed nor the stockholders’ equity per share for any future date or period.

The following table sets forth:

•

Historical per share information of CHW for the three months ended March 31, 2022;

•

Historical per share information of Wag! for the three months ended March 31, 2022; and

•

Unaudited pro forma per share information of the combined company for the year ended March 31, 2022 after giving effect to the Business Combination, assuming the redemption scenarios as follows:

•

Assuming No Redemptions: This presentation assumes that no CHW public shareholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the Trust Account.•

•

Assuming 50% Redemptions: This presentation assumes that 6,250,000 CHW ordinary shares are redeemed for their pro rata share (assumed redemption price of $10.00 per share based on the funds held in the Trust Account as of March 31, 2022) for aggregate redemption proceeds of $62.5 million. This 50% redemption scenario is based on 50% of redemptions which may occur but which would still provide PIPE financing proceeds of $5.0 million and loan proceeds of $30 million before giving effect to the payment of the estimated transaction costs of $13.9 million, incurred in connection with the Merger, and CHW’s deferred underwriting commissions of $4.4 million from its IPO.

•

Assuming Maximum Redemptions: This presentation assumes that 12,500,000 CHW ordinary shares are redeemed for their pro rata share (assumed redemption price of $10.00 per share based on the funds held in the Trust Account as of March 31, 2022) for aggregate redemption proceeds of $125.0 million. This maximum redemption scenario is based on the maximum number of redemptions which may occur but which would still provide PIPE financing proceeds of $5.0 million and loan proceeds of $30 million before giving effect to the payment of the estimated transaction costs of $13.9 million incurred in connection with the Merger, and CHW’s deferred underwriting commissions of $4.4 million from its IPO.

The pro forma book value shares outstanding, and net loss per share information reflects the Business Combination, assuming the Post-Combination Company shares were outstanding since January 1, 2021. The weighted average shares outstanding and net loss per share information give pro forma effect to the

53

Business Combination and the other transactions contemplated by the Business Combination Agreement as if they had occurred on January 1, 2021.

​

CHW Acquisition Corporation (Historical)

Wag (Historical)(1)

No Redemptions

50% Redemptions

Maximum Redemptions

As of and for the Three Months Ended March 31, 2022 (In thousands, except per share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Book value per share(2)(3)

​

$

(1.85)

​

$

(17.22)

​

$

2.66

​

$

1.55

​

$

0.04

Number of shares outstanding of CHW Founder shares – basic and diluted

​

​

3,187,500

​

​

​

​

​

​

​

​

​

​

​

​

Number of shares outstanding of CHW Public shares – basic and diluted

​

​

12,500,000

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding of Wag! – basic and diluted

​

​

​

​

​

6,297,398

​

​

47,567,500

​

​

41,317,500

​

​

35,054,173

Net loss per share of CHW Founder shares – basic and diluted

​

$

(0.14)

​

​

​

​

​

​

​

​

​

​

​

​

Net loss per share of CHW Public shares – basic and diluted

​

$

(0.14)

​

​

​

​

​

​

​

​

​

​

​

​

Net loss per share of Wag! – basic and diluted

​

​

​

​

$

(0.37)

​

$

(0.12)

​

$

(0.14)

​

$

(0.16)

As of and for the Year Ended December 31, 2021 (In thousands, except per share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Book value per share(2)(3)(4)

​

$

(1.17)

​

$

(16.88)

​

​

N/A

​

​

N/A

​

​

N/A

Number of shares outstanding of CHW Founder shares – basic and diluted

​

​

3,171,069

​

​

​

​

​

​

​

​

​

​

​

​

Number of shares outstanding of CHW Public shares – basic and diluted

​

​

4,284,703

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding of Wag! – basic and diluted

​

​

​

​

​

5,908,062

​

​

47,567,500

​

​

41,317,500

​

​

35,054,173

Net loss per share of CHW Founder shares – basic and diluted

​

$

(0.11)

​

​

​

​

​

​

​

​

​

​

​

​

Net loss per share of CHW Public shares – basic and diluted

​

$

(0.11)

​

​

​

​

​

​

​

​

​

​

​

​

Net loss per share of Wag! – basic and diluted

​

​

​

​

$

(1.07)

​

$

(1.02)

​

$

(1.17)

​

$

(1.38)

(1)

Historical values for Wag! are adjusted to reflect net proceeds of the merger as if it took place on January 1, 2021.

(2)

Historical book value per share is equal to the total stockholders’ equity divided by weighted average common stock shares outstanding.

(3)

Pro Forma book value per share is equal to pro forma total stockholders’ equity divided by pro forma common stock shares outstanding.

(4)

Pro forma balance sheet information as of December 31, 2021 is not required and as such is not included in the table.

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MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

CHW

CHW’s units, ordinary shares and public warrants are currently listed on NASDAQ under the symbols “CHWAU”, “CHWA” and “CHWAW”, respectively.

The closing price of the units, ordinary shares and public warrants on February 2, 2022, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.01, $9.79 and $0.39, respectively. As of June 28, 2022 the record date for the Special Meeting, the most recent closing price of the units, ordinary shares and public warrants was $9.61, $9.90 and $0.18, respectively.

Holders of the units, ordinary shares and public warrants should obtain current market quotations for their securities. The market price of CHW’s securities could vary at any time before the Business Combination.

Holders

As of December 31, 2021, there was one holder of record of CHW’s units, 24 holders of record of CHW’s ordinary shares, and two holders of record of CHW’s public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, public shares and public warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

CHW has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon New Wag!’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of New Wag!’s board of directors at such time. New Wag!’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing.

Wag!

Historical market price information for Wag!’s common stock is not provided because there is no public market for any equity interest of Wag!.

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RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The following risk factors apply to the business and operations of Wag Labs, Inc. and will also apply to the business and operations of New Wag! following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” CHW Acquisition Corporation or Wag Labs, Inc. may face additional risks and uncertainties that are not presently known to CHW Acquisition Corporation or Wag Labs, Inc., or that CHW Acquisition Corporation or Wag Labs, Inc. currently deems immaterial, which may also impair CHW Acquisition Corporation’s or Wag Labs, Inc.’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to Wag Labs, Inc.’s Business and to New Wag!’s Business Following the Business Combination

Unless the context otherwise requires, any reference in the below sections of this proxy statement/​prospectus to the “Company,” “we,” “us,” “our,” and “Wag!” refers to Wag Labs, Inc. and its consolidated subsidiaries prior to the consummation of the Business Combination and to New Wag! and its consolidated subsidiaries following the Business Combination. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and accompanying notes, and other financial information included elsewhere within this proxy statement/​prospectus. This discussion includes forward-looking information regarding our business, results of operations and cash flows and contractual obligations and arrangements that involve risks, uncertainties and assumptions. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Wag Labs, Inc.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The COVID-19 pandemic and the impact of actions to mitigate the COVID-19 pandemic have materially adversely impacted and may continue to materially adversely impact Wag!’s business, operating results, and financial condition.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. To limit the spread of the virus, governments have imposed various restrictions, including emergency declarations at the federal, state, and local levels, school and business closings, quarantines, “shelter at home” orders, restrictions on travel, limitations on social or public gatherings, and other social distancing measures. These actions, which led to an increased reliance on online meeting tools rather than in-person meetings and business travel, have had and may continue to have a material adverse impact on Wag!’s business and operations and demand for pet care. For example, they have resulted in a reduction in the number of overnight bookings as people travel less and daytime services as people working from home care for their pets themselves.

The COVID-19 pandemic has materially adversely affected Wag!’s operating results and may continue to materially adversely impact Wag!’s financial condition and prospects. In light of the continued evolving nature of COVID-19 and the uncertainty it has produced around the world, it is not possible to predict the COVID-19 pandemic’s cumulative and ultimate impact on our future business operations, results of operations, financial position, liquidity, and cash flows. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the continued duration of the spread of the outbreak both globally and within the United States, including whether there will be further resurgences of COVID-19 in various regions, vaccination rates in various regions, the impact on capital, foreign currencies exchange and financial markets, governmental or regulatory orders that impact

56