CHW ACQUISITION CORPORATION Item 1.01. Entry into a Material Definitive Agreement
Forward Share Purchase Agreements
On
In exchange for the Company's commitment to purchase the Investor Shares on the Put Date, each Investor agreed that it will not request redemption of any of the Investor Shares in conjunction with the Company's shareholders' approval of the Business Combination, or tender the Investor Shares to the Company in response to any redemption or tender offer that the Company may commence for its ordinary shares.
Notwithstanding anything to the contrary in the Forward Purchase Agreements,
commencing on the Business Combination Closing Date, the Investor may sell its
Investor Shares in the open market. If the Investor sells any Investor Shares in
the open market after the Business Combination Closing Date and prior to the
three-month anniversary of the Business Combination Closing Date (such sale, the
"Early Sale" and such shares, the "Early Sale Shares"), the Escrow Agent shall
release from the Escrow Account to the Company an amount equal to
Simultaneously with the closing of the Business Combination, the Company will
deposit into an escrow account with
The Company agreed not to enter into additional agreements for the purchase of the Company's ordinary shares that provide material terms that are more favorable than the terms provided to the Investors in the Forward Purchase Agreements in connection with the closing of the Business Combination. In the event that the Company enters into separate purchase agreements with material terms that are more favorable than the terms provided to the Investor in the Forward Purchase Agreements at any time prior to the Business Combination Closing Date, the Company shall immediately inform the Investor of such more favorable terms, and the Investor shall have the mutual right to elect to have such more favorable terms included in its Forward Purchase Agreement.
The Forward Purchase Agreements contain customary representations, warranties and covenants from the parties. The Company's obligation to consummate the transactions contemplated by the Forward Purchase Agreements are subject to the consummation of the Business Combination.
The Company agreed to indemnify the Investor and its respective officers,
directors, employees, agents and shareholders (collectively referred to as the
"Indemnitees") against, and hold them harmless of and from, any and all loss,
liability, cost, damage and expense, including without limitation, reasonable
and documented out-of-pocket outside counsel fees, which the Indemnitees may
suffer or incur by reason of any action, claim or proceeding, in each case,
brought by a third party creditor of the Company, Wag!
Each Forward Purchase Agreement may be terminated: (i) by mutual written consent
of the Company and the Investor; (ii) prior to the closing of the Business
Combination by the Investor if there occurs a Material Adverse Effect (as
defined in the Business Combination Agreement); (ii) by the Investor, if prior
to the Business Combination, all parties, and the Escrow Agent, have not
executed the Escrow Agreement; (iii) by the Investor, if the Business
Combination Agreement is materially amended in a manner materially adverse to
the Investor; or (iv) by the Investor if consummation of the Business
Combination does not occur by
The foregoing description is only a summary of the Forward Purchase Agreements and is qualified in its entirety by reference to the full text of the Forward Purchase Agreements, a form of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. The form of Forward Purchase Agreement is included as an exhibit to this Current Report on Form 8-K in order to provide investors and security holders with material information regarding its terms of the transaction. It is not intended to provide any other factual information about the Company or the Investor. The representations, warranties and covenants contained in the Forward Purchase Agreements were made only for purposes of that agreement; are solely for the benefit of the parties to such respective Forward Purchase Agreement; may have been made for the purposes of allocating contractual risk between the parties to such Forward Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Security holders and investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or the Investor.
Important Information for Shareholders
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
In connection with the transactions contemplated by the Business Combination
Agreement, CHW filed a Registration Statement on Form S-4 with the
Participants in the Solicitation
CHW and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the shareholders of CHW in connection with the
Business Combination. Wag! and its officers and directors may also be deemed
participants in such solicitation. Information about the directors and executive
officers of CHW is set forth in CHW's final prospectus filed with the
Forward-Looking Statements
The information included herein and in any oral statements made in connection herewith include forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. These statements are based on the beliefs and assumptions of the respective management teams of CHW and Wag!. Although CHW and Wag! believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither CHW nor Wag! can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Forward-looking statements generally relate to future events or future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "contemplate," "believe," "estimate," "predict," "potential," or "continue" or the negative of these words or other similar terms or expressions that concern CHW's and Wag!'s expectations, strategy, plans or intentions. Forward-looking statements contained herein include statements about:
? the anticipated benefits of the Business Combination;
? the ability of CHW and Wag! to complete the Business Combination,
including satisfaction or waiver of the conditions to the Business
Combination and the issuance of shares to eligible pet caregivers on
Wag!'s platform;
? the anticipated costs associated with the proposed Business Combination;
? Wag!'s financial and business performance following the Business
Combination, including financial projections and business metrics;
? Wag!'s ability to effectively return to growth and to effectively expand
operations;
? the potential business or economic disruptions caused by current and
future pandemics, such as the COVID-19 pandemic;
? the ability to obtain and/or maintain the listing of New Wag!'s common
stock and the warrants on a stock exchange, and the potential liquidity
and trading of its securities;
? the risk that the proposed Business Combination disrupts current plans and
operations of Wag! as a result of the announcement and consummation of the
proposed Business Combination;
? the ability to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things, competition and
the ability of the combined company to grow, manage growth profitably, and
retain its key employees;
? changes in applicable laws or regulations;
? Wag!'s ability to raise financing in the future;
? Wag!'s officers and directors allocating their time to other businesses
and potentially having conflicts of interest with Wag!'s business or in
approving the Business Combination;
? Wag!'s ability to retain existing and acquire new pet parents and pet
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number Description
10.1 Form of Forward Share Purchase Agreement.
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