CHW ACQUISITION CORPORATION Item 5.07. Submission of Matters to a Vote of Security Holders
On
At the Extraordinary General Meeting, the Company's shareholders approved each of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal, and the ESPP Proposal, in each case as defined and described in greater detail in the Proxy Statement. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company's shareholders as the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal, and the ESPP Proposal each received a sufficient number of votes for approval.
Set forth below are the final voting results for the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal, and the ESPP Proposal:
The Domestication Proposal A proposal to approve the Domestication. The voting results of the Ordinary Shares were as follows: Votes For Votes Against Abstentions 12,346,984 703,517 0
The Business Combination Proposal
A proposal to approve and adopt the Business Combination Agreement. The voting results of the Ordinary Shares were as follows:
Votes For Votes Against Abstentions 12,346,984 703,517 0
The Organizational Documents Proposal
A proposal to approve and adopt 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 and bylaws of [New Wag!]1, to be effective at the time of the Domestication. The voting results of the Ordinary Shares were as follows:
Votes For Votes Against Abstentions 12,346,984 703,517 0
The Advisory Charter Proposals
The proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which were presented separately as five sub-proposals. The voting results of the Ordinary Shares on each of the sub-proposals were as follows:
Advisory Charter Proposal 4A: A sub-proposal to authorize (i) capital stock of
111,000,000 shares, consisting of 110,000,000 shares of common stock, par value
Votes For Votes Against Abstentions 11,400,787 703,757 945,947
Advisory Charter Proposal 4B: A sub-proposal 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 (66 2/3%) 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 (66 2/3%) 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.
Votes For Votes Against Abstentions 11,217,115 887,439 945,947
Advisory Charter Proposal 4C: A sub-proposal to provide that the
Votes For Votes Against Abstentions 11,221,856 882,698 945,947
Advisory Charter Proposal 4D: A sub-proposal 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
Votes For Votes Against Abstentions 11,401,037 703,517 945,947
Advisory Charter Proposal 4E: A sub-proposal to provide lock-up provisions restricting the transfer of common stock in the Proposed Bylaws.
Votes For Votes Against Abstentions 11,221,856 882,697 945,947 The Nasdaq Proposal
The proposal to approve, for the purposes of complying with the applicable listing rules of the Nasdaq Capital Market, (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. The voting results of the Ordinary Shares were as follows:
Votes For Votes Against Abstentions 12,346,984 703,517 0
The Omnibus Incentive Plan Proposal
The proposal to approve the adoption of the Wag!
Votes For Votes Against Abstentions 12,182,734 867,767 0 The ESPP Proposal
The proposal to approve the adoption of the Wag!
Votes For Votes Against Abstentions 12,346,780 703,721 0 Redemption of Ordinary Shares
The Company's public stockholders had the right to elect to redeem all or a portion of their ordinary shares for a per share price calculated in accordance with its organizational documents. The Company's public stockholders holding 12,222,922 ordinary shares, or 97.78% of all outstanding public shares, validly elected to redeem their public shares.
Item 7.01. Regulation FD Disclosure.
On
The information set forth in this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information for Shareholders
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
In connection with the transactions ("Business Combination") contemplated by a
definitive Business Combination Agreement, dated as of
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
caregivers;
? the strength of Wag!'s network, effectiveness of its technology and quality of
the offerings provided through its platform;
? the projected financial information, growth rate, strategies and market
opportunities for Wag!;
? Wag!'s ability to successfully expand in its existing markets and into new
domestic and international markets;
? Wag!'s ability to provide pet parents with access to high quality and
well-priced offerings;
? Wag!'s ability, assessment of and strategies to compete with its competitors;
? Wag!'s assessment of its trust and safety record;
? the success of Wag!'s marketing strategies;
? Wag!'s ability to accurately and effectively use data and engage in predictive
analytics;
? Wag!'s ability to attract and retain talent and the effectiveness of its
compensation strategies and leadership;
? general economic conditions and their impact on demand for the Wag! platform;
? Wag!'s plans and ability to build out an international platform and generate
revenue internationally;
? Wag!'s ability to maintain its licenses and operate in regulated industries;
? Wag!'s ability to prevent and guard against cybersecurity attacks;
? Wag!'s reliance on third party service providers for processing payments, web
and mobile operating systems, software, background checks and insurance
policies;
? seasonal sales fluctuations;
? Wag!'s future capital requirements and sources and uses of cash;
? the outcome of any known and unknown litigation and regulatory
proceedings, including the occurrence of any event, change or other
circumstances, including the outcome of any legal proceedings that may be
instituted against CHW and Wag! following the announcement of the Business
Combination Agreement and the transactions contemplated therein, that
could give rise to the termination of the Business Combination Agreement;
? Wag!'s ability to maintain and protect its brand and its intellectual
property; and
? other factors detailed under the section entitled "Risk Factors" in the
Registration Statement on Form S-4 filed in connection with the Business
Combination.
The forward-looking statements contained herein are based on current expectations and beliefs concerning future developments and their potential effects on CHW and/or Wag!. There can be no assurance that future developments affecting CHW and/or Wag! will be those that CHW and/or Wag! have anticipated. . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number Description 99.1 Press Release, datedJuly 28, 2022 . 104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).
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