CHW Acquisition Corp. (CHWA) Adds FPA Post-Vote

CHW Acquisition Corp. (NASDAQ:CHWA), which saw its combination with pet-services marketplace Wag approved on July 28, announced a new forward purchase agreement to add financing.

This will keep about $24.6 million with the post-combination company as holders of 2,393,378 shares have agreed to sell these to CHW for $10.30 on the three-month anniversary of the deal’s close rather than redeem them for the pro rata trust amount.

These investors – Milton Arbitrage Partners, MMCA International, Nautilus Master Fund, and Polar Multi-Strategy Master Fund – may still sell these shares on the open market, in which case the combined company will receive $10.30 for each share sold. The capital required to execute these purchases will be held in escrow by Continental.

At CHW’s initial completion vote, about 97.8% were redeemed leaving approximately $2.8 million in the trust account. CHW brought a $16 million PIPE at $10 per share and a $30 million term loan alongside its trust into the deal, covering the $30 million minimum cash condition. But, this move will keep more cash with the company and avoid a low-float situation in the near term.

The business combination is expected to close shortly, and the common stock and warrants of the combined company are set to begin trading on Nasdaq under the new ticker symbol, “PET” and “PETW”, respectively.

The parties announced the $350 million deal on February 3, 2022. San Francisco-based Wag manages a pet services marketplace operating in 4,600 cities in all 50 US states and has booked 11 million dog walks or other pet services to date.

ADVISORS

• Oppenheimer & Co. Inc. is acting as lead financial advisor and capital markets advisor to Wag!.
• Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel to Wag!.
• Chardan is serving as M&A and Financial Advisor to CHW.
• McDermott, Will & Emery LLP is acting as legal counsel to CHW.