2022 Q2 Form 10-Q Financial Statement
#000141057822001153 Filed on May 06, 2022
Income Statement
Concept | 2022 Q2 | 2022 Q1 | 2021 Q1 |
---|---|---|---|
Revenue | $0.00 | $0.00 | |
YoY Change | |||
Cost Of Revenue | $2.024M | $820.0K | |
YoY Change | |||
Gross Profit | $20.43M | $8.850M | |
YoY Change | |||
Gross Profit Margin | |||
Selling, General & Admin | $1.570M | $2.182M | |
YoY Change | 9789.73% | ||
% of Gross Profit | 7.68% | 24.66% | |
Research & Development | |||
YoY Change | |||
% of Gross Profit | |||
Depreciation & Amortization | $297.0K | $152.0K | |
YoY Change | |||
% of Gross Profit | 1.45% | 1.72% | |
Operating Expenses | $1.570M | $2.182M | |
YoY Change | 9789.73% | ||
Operating Profit | -$1.570M | -$2.182M | -$11.63K |
YoY Change | 36925.27% | 18656.65% | |
Interest Expense | $177.5K | $10.20K | |
YoY Change | |||
% of Operating Profit | |||
Other Income/Expense, Net | $177.5K | $10.20K | |
YoY Change | |||
Pretax Income | -$1.392M | -$2.172M | |
YoY Change | 8671.01% | ||
Income Tax | $13.00K | $0.00 | |
% Of Pretax Income | |||
Net Earnings | -$1.392M | -$2.172M | -$11.63K |
YoY Change | 32737.08% | 18568.96% | |
Net Earnings / Revenue | |||
Basic Earnings Per Share | -$0.18 | -$0.38 | |
Diluted Earnings Per Share | -$88.73K | -$138.5K | |
COMMON SHARES | |||
Basic Shares Outstanding | 15.69M | 15.69M | |
Diluted Shares Outstanding | 6.129M shares | 6.121M shares |
Balance Sheet
Concept | 2022 Q2 | 2022 Q1 | 2021 Q1 |
---|---|---|---|
SHORT-TERM ASSETS | |||
Cash & Short-Term Investments | $168.3K | $335.2K | |
YoY Change | 736.65% | ||
Cash & Equivalents | $168.2K | $335.2K | $20.20K |
Short-Term Investments | |||
Other Short-Term Assets | $317.3K | $332.1K | |
YoY Change | |||
Inventory | |||
Prepaid Expenses | |||
Receivables | |||
Other Receivables | |||
Total Short-Term Assets | $554.1K | $735.9K | |
YoY Change | 2655.3% | ||
LONG-TERM ASSETS | |||
Property, Plant & Equipment | |||
YoY Change | |||
Goodwill | |||
YoY Change | |||
Intangibles | |||
YoY Change | |||
Long-Term Investments | $125.2M | $125.0M | |
YoY Change | |||
Other Assets | $48.05K | $119.7K | |
YoY Change | -73.41% | ||
Total Long-Term Assets | $125.2M | $125.1M | |
YoY Change | 69215.24% | ||
TOTAL ASSETS | |||
Total Short-Term Assets | $554.1K | $735.9K | |
Total Long-Term Assets | $125.2M | $125.1M | |
Total Assets | $125.8M | $125.9M | |
YoY Change | 62548.97% | ||
SHORT-TERM LIABILITIES | |||
YoY Change | |||
Accounts Payable | $81.51K | $52.50K | |
YoY Change | 1864.17% | ||
Accrued Expenses | $3.621M | $2.334M | |
YoY Change | 6457.99% | ||
Deferred Revenue | |||
YoY Change | |||
Short-Term Debt | $0.00 | $0.00 | |
YoY Change | -100.0% | ||
Long-Term Debt Due | |||
YoY Change | |||
Total Short-Term Liabilities | $3.703M | $2.387M | |
YoY Change | 1831.98% | ||
LONG-TERM LIABILITIES | |||
Long-Term Debt | $0.00 | $0.00 | |
YoY Change | |||
Other Long-Term Liabilities | $4.375M | $4.375M | |
YoY Change | |||
Total Long-Term Liabilities | $4.375M | $4.375M | |
YoY Change | |||
TOTAL LIABILITIES | |||
Total Short-Term Liabilities | $3.703M | $2.387M | |
Total Long-Term Liabilities | $4.375M | $4.375M | |
Total Liabilities | $8.078M | $6.762M | |
YoY Change | 4114.67% | ||
SHAREHOLDERS EQUITY | |||
Retained Earnings | -$7.476M | -$5.893M | |
YoY Change | |||
Common Stock | $318.00 | $318.00 | |
YoY Change | |||
Preferred Stock | |||
YoY Change | |||
Treasury Stock (at cost) | |||
YoY Change | |||
Treasury Stock Shares | |||
Shareholders Equity | -$7.476M | -$5.893M | $13.37K |
YoY Change | |||
Total Liabilities & Shareholders Equity | $125.8M | $125.9M | |
YoY Change | 62548.97% |
Cashflow Statement
Concept | 2022 Q2 | 2022 Q1 | 2021 Q1 |
---|---|---|---|
OPERATING ACTIVITIES | |||
Net Income | -$1.392M | -$2.172M | -$11.63K |
YoY Change | 32737.08% | 18568.96% | |
Depreciation, Depletion And Amortization | $297.0K | $152.0K | |
YoY Change | |||
Cash From Operating Activities | -$166.9K | -$352.4K | -$11.63K |
YoY Change | 1322.93% | 2929.22% | |
INVESTING ACTIVITIES | |||
Capital Expenditures | $5.000K | ||
YoY Change | |||
Acquisitions | $0.00 | ||
YoY Change | |||
Other Investing Activities | -$6.720M | ||
YoY Change | |||
Cash From Investing Activities | -$6.720M | ||
YoY Change | |||
FINANCING ACTIVITIES | |||
Cash Dividend Paid | |||
YoY Change | |||
Common Stock Issuance & Retirement, Net | |||
YoY Change | |||
Debt Paid & Issued, Net | $110.0K | ||
YoY Change | |||
Cash From Financing Activities | 0.000 | 0.000 | 31.84K |
YoY Change | -100.0% | -100.0% | |
NET CHANGE | |||
Cash From Operating Activities | -166.9K | -352.4K | -11.63K |
Cash From Investing Activities | -$6.720M | ||
Cash From Financing Activities | 0.000 | 0.000 | 31.84K |
Net Change In Cash | -166.9K | -352.4K | 20.20K |
YoY Change | -929.99% | -1844.3% | |
FREE CASH FLOW | |||
Cash From Operating Activities | -$166.9K | -$352.4K | -$11.63K |
Capital Expenditures | $5.000K | ||
Free Cash Flow | -$357.4K | ||
YoY Change |
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<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><b style="font-weight:bold;">Note 1 — Description of Organization and Business Operations and Liquidity</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">CHW Acquisition Corporation (the “Company”, “ CHW”) was incorporated in the Cayman Islands on January 12, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As of March 31, 2022, the Company had not commenced any operations. All activity from January 12, 2021 (inception) through March 31, 2022, relates to the Company’s formation and initial public offering (“IPO”), which is described below, and, since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on August 30, 2021. On September 1, 2021, the Company consummated the IPO of 11,000,000 units (the “Units”) with respect to the ordinary shares (the “Ordinary Shares”) included in the units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $110,000,000, which is discussed in Note 3.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Simultaneously with the closing of the IPO, the Company consummated the sale of 4,000,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, CHW Acquisition Sponsor, LLC and underwriters generating gross proceeds of $4,000,000, which is described in Note 4.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. Accordingly, on September 1, 2021, the Company consummated the sale of an additional 1,500,000 Units to the public, at $10.00 per Unit, and the sale of an additional 238,636 Private Placement Warrants, at $1.00 per Private Placement Warrants, generating total gross proceeds of $15,238,636.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Offering costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $13,130,743, consisting of $2,187,500 of underwriting fees, $4,375,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)), $5,975,625 for the fair value of shares issued to the anchor investors and representative shares (see Note 3 and Note 6) and $592,618 of other costs. As described in Note 6, the $4,375,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by December 1, 2022, subject to the terms of the underwriting agreement.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Following the closing of the IPO on September 1, 2021, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001 either immediately prior to or upon consummation of the Business Combination, the Public Shares are redeemable and will be classified as such on the unaudited condensed balance sheet until such date that a redemption event takes place.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or share exchange rule. If a shareholder vote is not required by applicable law or share exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or share exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Subsequent to the consummation of the IPO, the Company adopted an insider trading policy which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Ordinary Shares sold in the IPO, without the prior consent of the Company.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Ordinary Shares in conjunction with any such amendment.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">If the Company is unable to complete a Business Combination by December 1, 2022, 15 months from the closing of the IPO (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than <span style="-sec-ix-hidden:Hidden_9lJ518Z8r0yCFjhRx_fd3w;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">ten</span></span> business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company 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 the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On February 2, 2022, the Company, CHW Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of the Company, and Wag Labs, Inc., a Delaware corporation, entered into a Business Combination Agreement.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Business Combination will be effected in two steps: (i) on the Domestication Closing Date, CHW will domesticate as a Delaware corporation (the “Domestication” and following the Domestication, CHW is referred to herein as “New Wag!”); and (ii) Merger Sub will merge with and into Wag!, with Wag! surviving the merger as a wholly owned subsidiary of New Wag! (the “Acquisition Merger”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Concurrently with the Domestication, CHW will adopt and file a certificate of incorporation with the Secretary of State of the State of Delaware, pursuant to which CHW will change its name to Wag! Group Co. and adopt bylaws. At least one business day, but no more than two business days, after the Domestication, and no later than three business days following the satisfaction or waiver of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at the closing of the Acquisition Merger (the “Acquisition Closing”), but subject to the satisfaction or waiver of those conditions at such time), the Acquisition Merger will be consummated by the filing of a certificate of merger with the Secretary of State of the State of Delaware.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into Subscription Agreements (the "Subscription Agreements") with qualified institutional buyers (the "PIPE and Backstop Investors"), pursuant to which, among other things, the PIPE and Backstop Investors agreed to purchase an aggregate of 500,000 shares of common stock of CHW following the Domestication and immediately prior to the Acquisition Merger at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of $5,000,000; provided, however, if the PIPE and Backstop Investors acquire shares of common stock of CHW in the open market between the date of the Subscription Agreements 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, then the required purchase amount shall be reduced on a share-for-share basis by the number of shares of common stock of CHW so acquired in the open market (the "PIPE and Backstop Investment").</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">In connection with the execution of the Business Combination Agreement, on February 2, 2022, the Sponsor, Mark Grundman and Jonah Raskas (collectively, the "CHW Founder Shareholders") entered into that certain letter agreement (the "CHW Founders Stock Letter") with CHW and Wag!, pursuant to which, among other things, CHW, Wag!, and the CHW Founder Shareholders agreed, with respect to 360,750 Founder Shares (the "Forfeiture Shares"), during the period commencing on the date of the Business Combination Agreement and ending on the earlier of (A) the date that is three years after the Acquisition Closing, (B) the date on which the Forfeiture Shares are no longer subject to forfeiture, (C) subsequent to the Acquisition Closing, the consummation of a liquidation, merger, share exchange or other similar transaction that results in all of the New Wag! stockholders having the right to exchange their shares for cash, securities or other property, and (D) the valid termination of the Business Combination Agreement, to cause the Sponsor not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the SEC promulgated thereunder with respect to, any Forfeiture Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Forfeiture Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clauses (i) or (ii), subject to certain exceptions.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Wag! has delivered to CHW the Stockholder Support Agreement, dated February 2, 2022 (the "Stockholder Support Agreement"), pursuant to which, among other things, Wag!’s stockholders holding shares of Wag! common stock and Wag! preferred stock (the "Key Wag! Stockholders"), whose ownership interests collectively represent the outstanding Wag! common stock and Wag! preferred stock (voting on an as-converted basis) sufficient to approve the Business Combination on behalf of Wag!, will agree to support the approval and adoption of the transactions contemplated by the Business Combination Agreement, including agreeing to execute and deliver the requisite consent of Wag!'s stockholders holding shares of Wag! common stock and Wag! preferred stock sufficient under the Delaware General Corporation Law and Wag!'s certificate of incorporation and bylaws to approve the Business Combination Agreement and the Business Combination, in the form of a written consent executed by the Key Wag! Stockholders, within 48 hours of the Registration Statement on Form S-4 filed with the SEC in connection with the Business Combination becoming effective. The Stockholder Support Agreement will terminate upon the earliest to occur of (a) the Acquisition Merger Effective Time, (b) the date of the termination of the Business Combination Agreement, and (c) the effective date of a written agreement of CHW, Wag!, and the Wag! stockholders party thereto terminating the Stockholder Support Agreement (the "Expiration Time"). The Key Wag! Stockholders also agreed, until the Expiration Time, to certain transfer restrictions (excluding the conversion of Wag! preferred stock into Wag! common stock).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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, 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 Wag! and the guarantors (subject to certain customary exceptions). In January 2022, the Company paid $100,000 to Blue Torch Capital LP as an expense deposit in connection with the Credit Facility. Such expense deposit is refundable to the Company less the amount of expenses actually incurred by the Debt Financing Sources.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><i style="font-style:italic;">Risks and Uncertainties</i></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">In March 2020, the World Health Organization declared the outbreak of a novel coronavirus ("COVID-19") as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on closing a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><i style="font-style:italic;">Liquidity and Going Concern</i></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As of March 31, 2022, the Company had $335,162 in its operating bank accounts, $125,013,199 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $1,650,918. As of March 31, 2022, approximately $10,202 of the amount on deposit in the Trust Account represented interest income.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company's officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs. Accordingly, the Company may not be able to obtain additional financing.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;">If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.</p> | |
CY2022Q1 | chwau |
Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
|
1 | |
CY2022Q1 | chwau |
Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
|
1 | |
CY2022Q1 | chwau |
Condition For Future Business Combination Use Of Proceeds Percentage
ConditionForFutureBusinessCombinationUseOfProceedsPercentage
|
80 | |
CY2022Q1 | chwau |
Condition For Future Business Combination Threshold Percentage Ownership
ConditionForFutureBusinessCombinationThresholdPercentageOwnership
|
50 | |
CY2022Q1 | chwau |
Condition For Future Business Combination Threshold Net Tangible Assets
ConditionForFutureBusinessCombinationThresholdNetTangibleAssets
|
5000001 | |
CY2022Q1 | chwau |
Redemption Limit Percentage Without Prior Consent
RedemptionLimitPercentageWithoutPriorConsent
|
15 | |
CY2022Q1 | chwau |
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
|
1 | |
CY2022Q1 | chwau |
Months To Complete Acquisition
MonthsToCompleteAcquisition
|
15 | |
CY2022Q1 | chwau |
Maximum Allowed Dissolution Expenses
MaximumAllowedDissolutionExpenses
|
100000 | |
CY2022Q1 | us-gaap |
Shares Issued Price Per Share
SharesIssuedPricePerShare
|
10.00 | |
CY2022Q1 | us-gaap |
Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
|
335162 | |
CY2022Q1 | us-gaap |
Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
|
125013199 | |
CY2022Q1 | chwau |
Working Capital
WorkingCapital
|
1650918 | |
CY2022Q1 | us-gaap |
Investment Income Interest
InvestmentIncomeInterest
|
10202 | |
CY2022Q1 | us-gaap |
Use Of Estimates
UseOfEstimates
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;margin:0pt 0pt 12pt 0pt;"><i style="font-style:italic;">Use of Estimates</i></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.</p> | |
CY2021Q1 | us-gaap |
Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
|
0 | |
CY2022Q1 | us-gaap |
Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
|
0 | |
CY2021Q1 | chwau |
Sale Of Stock Other Offering Costs
SaleOfStockOtherOfferingCosts
|
592618 | |
CY2022Q1 | us-gaap |
Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><i style="font-style:italic;font-weight:normal;">Concentration of Credit Risk</i></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.</p> | |
CY2022Q1 | us-gaap |
Unrecognized Tax Benefits
UnrecognizedTaxBenefits
|
0 | |
CY2022Q1 | us-gaap |
Temporary Equity Shares Outstanding
TemporaryEquitySharesOutstanding
|
12500000 | |
CY2021Q1 | chwau |
Proceeds From Issuance Of Temporary Equity
ProceedsFromIssuanceOfTemporaryEquity
|
125000000 | |
CY2021Q1 | chwau |
Temporary Equity Proceeds Allocated To Warrants At Issuance
TemporaryEquityProceedsAllocatedToWarrantsAtIssuance
|
16548464 | |
CY2021Q1 | chwau |
Redeemable Ordinary Share Issuance Costs
RedeemableOrdinaryShareIssuanceCosts
|
6647710 | |
CY2021Q1 | us-gaap |
Temporary Equity Accretion To Redemption Value
TemporaryEquityAccretionToRedemptionValue
|
23196174 | |
CY2021Q1 | us-gaap |
Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
|
125000000 | |
CY2022Q1 | chwau |
Number Of Classes Of Shares
NumberOfClassesOfShares
|
2 | |
CY2022Q1 | chwau |
Number Of Classes Of Shares
NumberOfClassesOfShares
|
2 | |
CY2021Q3 | us-gaap |
Class Of Warrant Or Right Number Of Securities Called By Warrants Or Rights
ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights
|
16738636 | |
CY2021Q3 | us-gaap |
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1
ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1
|
11.50 | |
CY2022Q1 | chwau |
Number Of Warrants Exercised
NumberOfWarrantsExercised
|
0 | |
CY2022Q1 | us-gaap |
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
|
16738636 | |
CY2022Q1 | chwau |
Warrant Redemption Measurement Period
WarrantRedemptionMeasurementPeriod
|
30 | |
CY2022Q1 | chwau |
Underwriting Cash Discount Per Unit
UnderwritingCashDiscountPerUnit
|
0.175 | |
CY2022Q1 | chwau |
Underwriter Cash Discount
UnderwriterCashDiscount
|
2187500 | |
CY2022Q1 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
CY2022Q1 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2022Q1 | us-gaap |
Share Price
SharePrice
|
9.50 | |
CY2022Q1 | chwau |
Percentage Of Gross Proceeds On Total Equity Proceeds
PercentageOfGrossProceedsOnTotalEquityProceeds
|
0.60 | |
CY2022Q1 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 | |
CY2022Q1 | chwau |
Threshold Period For Filling Registration Statement After Business Combination
ThresholdPeriodForFillingRegistrationStatementAfterBusinessCombination
|
P15D | |
CY2022Q1 | chwau |
Threshold Period For Filling Registration Statement Within Number Of Days Of Business Combination
ThresholdPeriodForFillingRegistrationStatementWithinNumberOfDaysOfBusinessCombination
|
P60D | |
CY2022Q1 | chwau |
Class Of Warrant Or Right Redemption Of Warrants Or Rights Threshold Trading Days
ClassOfWarrantOrRightRedemptionOfWarrantsOrRightsThresholdTradingDays
|
P20D | |
CY2022Q1 | us-gaap |
Share Price
SharePrice
|
9.50 | |
CY2022Q1 | chwau |
Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value
ClassOfWarrantOrRightAdjustmentOfExercisePriceOfWarrantsOrRightsPercentBasedOnMarketValue
|
1.15 | |
CY2022Q1 | chwau |
Class Of Warrant Or Right Redemption Of Warrants Or Rights Reference Price
ClassOfWarrantOrRightRedemptionOfWarrantsOrRightsReferencePrice
|
16.50 | |
CY2022Q1 | chwau |
Class Of Warrant Or Right Adjustment Of Redemption Price Of Warrants Or Rights Percent Based On Market Value
ClassOfWarrantOrRightAdjustmentOfRedemptionPriceOfWarrantsOrRightsPercentBasedOnMarketValue
|
1.65 | |
CY2021Q3 | chwau |
Fair Value Of Warrants Price
FairValueOfWarrantsPrice
|
1.32 |