Wag! Group Co. (NASDAQ:PET) Q4 2022 Results Conference Call February 21, 2023 4:30 PM ET Company Participants Dawn Frankfort - Managing Director at ICR Garrett Smallwood - Chief Executive Officer and Chairman Adam Storm - President and Chief Product Officer Alec Davidian - Chief Financial Officer Conference Call Participants Tom White - D.A Davidson & Company Matt Koranda - ROTH MKM Jeremy Hamlin - Craig Hallum Jason Helfstein - Oppenheimer Brian Dobson - Chardan Capital Markets Operator Good day and thank ...

Wag! Group Co. (NASDAQ:PET) Q3 2022 Earnings Conference Call November 10, 2022 4:30 PM ET Company Participants Garrett Smallwood - Chief Executive Officer and Chairman Adam Storm - President and Chief Product Officer Alec Davidian - Chief Financial Officer Conference Call Participants Jeremy Hamblin - Craig-Hallum Matt Koranda - ROTH Rohit Kulkarni - MKM Partners Brian Dobson - Chardan Jason Helfstein - Oppenheimer Operator Ladies and gentlemen, thank you for standing by and welcome to the Wag Third Quarter ...

[Part I - Financial Information](index=6&type=section&id=Part%20I%20-%20Financial%20Information) [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for September 30, 2022, reflect the company's financial position, operations, and cash flows, following a reverse recapitalization business combination in August 2022 Condensed Consolidated Balance Sheet Highlights (Unaudited) | Metric | Sep 30, 2022 (in thousands) | Dec 31, 2021 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | **$66,985** | **$16,462** | | Cash and cash equivalents | $28,024 | $2,845 | | Restricted cash | $24,719 | $0 | | **Total Liabilities** | **$59,748** | **$12,310** | | Forward share purchase agreements derivative liability | $19,668 | $0 | | Notes Payable – non-current portion | $24,494 | $1,200 | | **Total Stockholders' Equity (Deficit)** | **$7,237** | **($106,113)** | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric (in thousands, except per share data) | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Revenues | $37,829 | $12,036 | | Total costs and expenses | $67,695 | $19,893 | | Net loss | ($44,371) | ($3,587) | | Net loss per share (Basic & Diluted) | ($3.60) | ($0.64) | Condensed Consolidated Statement of Cash Flows Highlights (Unaudited) | Metric (in thousands) | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($3,578) | ($10,350) | | Net cash provided by investing activities | $1,952 | $4,956 | | Net cash provided by financing activities | $51,524 | $2 | | Net change in cash, cash equivalents, and restricted cash | $49,898 | ($5,392) | - On August 9, 2022, the company completed its business combination with CHW Acquisition Corporation, a SPAC, accounted for as a reverse recapitalization, with Legacy Wag! being the accounting acquirer[25](index=25&type=chunk)[82](index=82&type=chunk)[84](index=84&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses significant revenue growth driven by Wellness and pet services recovery, alongside substantial increases in operating expenses due to business combination costs, with liquidity strengthened by merger proceeds and new financing - The company's mission is to be the 1 partner to busy pet parents, offering a mobile-first marketplace for services like dog walking, pet sitting, expert advice, and wellness plans through a community of 400,000 caregivers across 5,300 cities[165](index=165&type=chunk)[167](index=167&type=chunk)[169](index=169&type=chunk) Key Performance Indicators and Non-GAAP Measures | Metric (in thousands, except percentages) | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Revenues | $37,829 | $12,036 | | Net loss | ($44,371) | ($3,587) | | Adjusted EBITDA | ($3,448) | ($7,443) | | Bookings | $64,804 | $30,764 | | Take Rate | 58% | 39% | - The business combination in August 2022 resulted in a significant increase in cash, including **$29.3 million** (of which **$24.7 million** is in escrow for Forward Purchase Agreements), **$5.0 million** from a PIPE investment, and **$29.4 million** from a new financing arrangement[190](index=190&type=chunk) - The company's liquidity was significantly improved post-merger, and management believes existing cash and investments are sufficient to fund operations for at least the next 12 months[230](index=230&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Revenues surged 214% to $37.8 million, primarily from Wellness, while total costs and expenses grew 240% to $67.7 million, driven by one-time business combination expenses, widening the net loss to $44.4 million Revenue Breakdown (Nine Months Ended Sep 30) | Revenue Type (in thousands) | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Service revenue | $15,973 | $10,512 | +52% | | Wellness revenue | $21,856 | $1,524 | +1334% | | **Total revenues** | **$37,829** | **$12,036** | **+214%** | - General and Administrative expenses for Q3 2022 increased by **$21.8 million** (1090%) YoY, primarily due to one-time, non-cash expenses related to the business combination: **$19.0 million** for Earnout Shares and **$1.8 million** for Community Shares[224](index=224&type=chunk) - Sales and Marketing expenses for the nine months ended Sep 30, 2022, increased by **$19.7 million** (394%) YoY, driven by a **$10.6 million** increase in partnership investments, a **$2.9 million** increase in advertising, and a **$2.1 million** stock compensation charge for Earnout Shares[223](index=223&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) Historically incurring losses, the company's liquidity significantly improved post-business combination, with $51.5 million in net cash from financing activities, including merger proceeds and a new credit facility, deemed sufficient for the next 12 months - Net cash provided by financing activities was **$51.5 million** for the nine months ended Sep 30, 2022, a significant increase from just **$2 thousand** in the same period of 2021, primarily due to the business combination and related financing[236](index=236&type=chunk)[240](index=240&type=chunk) - In August 2022, the company entered into a **$32.17 million** senior secured term loan credit facility with Blue Torch Finance, LLC, which matures in three years and bears a floating interest rate[243](index=243&type=chunk)[128](index=128&type=chunk) - The company placed **$24.7 million** in escrow to secure obligations under Forward Purchase Agreements (FPAs), which allow certain investors to sell shares back to the company, and this escrowed amount is recorded as restricted cash[231](index=231&type=chunk)[90](index=90&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks primarily from its variable-rate Blue Torch Credit Facility and equity price sensitivity on financial obligations like Forward Purchase Agreements and Earnout Shares - The company's primary market risks stem from its variable interest rate debt (Blue Torch Credit Facility) and equity price sensitivity on obligations like the Forward Purchase Agreement and Earnout Shares[262](index=262&type=chunk) [Controls and Procedures](index=50&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting during the quarter - As of September 30, 2022, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[263](index=263&type=chunk) - No material changes were made to the company's internal control over financial reporting during the third quarter of 2022[264](index=264&type=chunk) [Part II - Other Information](index=51&type=section&id=Part%20II%20-%20Other%20Information) [Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, which management believes will not materially adversely affect its financial condition, results of operations, or cash flows - Management does not expect current legal proceedings to have a material adverse effect on the company's financial results[265](index=265&type=chunk) [Risk Factors](index=51&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including a history of net losses, intense competition, potential reclassification of Pet Caregivers, cybersecurity threats, and challenges as a newly public company post-SPAC merger - A primary risk is the potential reclassification of Pet Caregivers from independent contractors to employees, which would significantly increase costs and adversely affect the business model[268](index=268&type=chunk)[325](index=325&type=chunk) - The company has a history of net losses, incurring **$44 million** in the first nine months of 2022, and its ability to achieve profitability is uncertain[274](index=274&type=chunk) - The business is highly competitive, facing challenges from personal networks (friends/family), local operators, other digital marketplaces like Rover, and online directories[291](index=291&type=chunk)[292](index=292&type=chunk) - The company's debt facility with Blue Torch is secured by substantially all of its assets, and a default could lead to foreclosure, which would materially harm the business[363](index=363&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=99&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section is not applicable for the reporting period - The report indicates this item is not applicable[498](index=498&type=chunk) [Defaults Upon Senior Securities](index=99&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities during the period - The company reported no defaults upon senior securities[498](index=498&type=chunk) [Mine Safety Disclosures](index=99&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - The report indicates this item is not applicable[498](index=498&type=chunk) [Other Information](index=99&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this period - The company reported no other information[498](index=498&type=chunk) [Exhibits](index=100&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including corporate documents, officer certifications, and XBRL data files

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40764 Table of Contents Wag! Group Co. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorpora ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40764 CHW ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands N/A (State o ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40764 CHW ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | - ...

PART I – FINANCIAL INFORMATION [Item 1. Condensed Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements) The company's unaudited condensed financial statements detail its financial position, operations, and cash flows [Condensed Balance Sheet (Unaudited)](index=4&type=section&id=Condensed%20Balance%20Sheet%20as%20of%20September%2030%2C%202021%20(Unaudited)) | Item | September 30, 2021 | | :--- | :--- | | **ASSETS** | | | Cash | $897,818 | | Due from related party | $68,591 | | Prepaid expenses and other current assets | $287,500 | | Total current assets | $1,253,909 | | Prepaid expense – non-current portion | $263,542 | | Investments held in trust account | $125,000,000 | | **TOTAL ASSETS** | **$126,517,451** | | **LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)** | | | Accounts payable | $111,054 | | Promissory note – related party | $43,000 | | Total current liabilities | $154,054 | | Deferred underwriting fee payable | $4,375,000 | | Total long-term liabilities | $4,375,000 | | **Total liabilities** | **$4,529,054** | | Ordinary shares subject to possible redemption | $125,000,000 | | Ordinary Shares | $318 | | Additional paid-in capital | $— | | Accumulated deficit | $(3,011,921) | | **Total shareholders' equity (deficit)** | **$(3,011,603)** | | **TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)** | **$126,517,451** | [Condensed Statements of Operations (Unaudited)](index=5&type=section&id=Condensed%20Statements%20of%20Operations%20for%20the%20Three%20Months%20Ended%20September%2030%2C%202021%20and%20the%20period%20January%2012%2C%202021%20(inception)%20through%20September%2030%2C%202021%20(Unaudited)) | Item | For the three months ended September 30, 2021 | For the period January 12, 2021 (inception) through September 30, 2021 | | :--- | :--- | :--- | | General and administrative expenses | $104,249 | $120,121 | | Total operating expenses | $104,249 | $120,121 | | **NET LOSS** | **$(104,249)** | **$(120,121)** | | Weighted average shares outstanding of redeemable ordinary shares | 3,983,516 | 1,388,889 | | Basic and diluted net income per share, redeemable ordinary shares | $(0.01) | $(0.03) | | Weighted average shares outstanding of non-redeemable ordinary shares | 3,170,467 | 3,165,278 | | Basic and diluted net income per share, non-redeemable ordinary shares | $(0.01) | $(0.03) | [Condensed Statements of Changes in Shareholders' Equity (Unaudited)](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20for%20the%20Three%20Months%20Ended%20September%2030%2C%202021%20and%20period%20January%2012%2C%202021%20(inception)%20through%20September%2030%2C%202021%20(Unaudited)) **For the period January 12, 2021 (inception) through September 30, 2021:** | Item | Ordinary Shares (Shares) | Ordinary Shares (Amount) | Additional paid-in capital | Accumulated deficit | Total shareholders' equity (deficit) | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance, January 12, 2021 (inception) | — | $— | $— | $— | $— | | Issuance of Ordinary shares to Sponsor | 3,162,500 | $316 | $24,684 | — | $25,000 | | Sale of private placement warrants | — | $— | $4,238,636 | — | $4,238,636 | | Issuance of representative shares | 62,500 | $6 | $460,119 | — | $460,125 | | Accretion to Redeemable Ordinary shares to redemption value | — | $— | $(4,723,443) | $(2,891,800) | $(7,615,243) | | Net loss | — | $— | — | $(120,121) | $(120,121) | | Forfeiture of founder shares | (37,500) | $(4) | $4 | — | $— | | Balance, September 30, 2021 | 3,187,500 | $318 | $— | $(3,011,921) | $(3,011,603) | **For the three months ended September 30, 2021:** | Item | Ordinary shares (Shares) | Ordinary shares (Amount) | Additional paid-in capital | Accumulated deficit | Total shareholders' equity (deficit) | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance, July 1, 2021 | 3,162,500 | $316 | $24,684 | $(15,872) | $9,128 | | Sale of private warrants under fair value | — | $— | $4,238,636 | — | $4,238,636 | | Issuance of representative shares | 62,500 | $6 | $460,119 | — | $460,125 | | Accretion to Redeemable Ordinary shares to redemption value | — | $— | $(4,723,443) | $(2,891,800) | $(7,615,243) | | Forfeiture of founder shares | (37,500) | $(4) | $4 | — | $— | | Net loss | — | $— | — | $(104,249) | $(104,249) | | Balance, September 30, 2021 | 3,187,500 | $318 | $— | $(3,011,921) | $(3,011,603) | [Condensed Statement of Cash Flows (Unaudited)](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows%20for%20the%20period%20January%2012%2C%202021%20(inception)%20through%20September%2030%2C%202021%20(Unaudited)) | Item | For the period January 12, 2021 (inception) through September 30, 2021 | | :--- | :--- | | **CASH FLOWS FROM OPERATING ACTIVITIES** | | | Net loss | $(120,121) | | Due from related party | $(68,591) | | Prepaid expenses and other assets-current and non current | $(551,042) | | Accounts payable | $111,054 | | Net cash flows used in operating activities | $(628,700) | | **CASH FLOWS FROM INVESTING ACTIVITIES** | | | Cash deposited to Trust Account | $(125,000,000) | | Net cash flows used in investing activities | $(125,000,000) | | **CASH FLOWS FROM FINANCING ACTIVITIES** | | | Proceeds from sale of private placement warrants | $4,238,636 | | Sale of Units, net of underwriting discounts paid | $122,812,500 | | Proceeds from issuance of ordinary shares to Sponsor | $25,000 | | Payment of offering costs | $(592,618) | | Proceeds from note payable – related party | $132,296 | | Repayment of note payable – related party | $(89,296) | | Net cash flows provided by financing activities | $126,526,518 | | **NET INCREASE (DECREASE) IN CASH** | **$897,818** | | CASH, BEGINNING OF PERIOD | $— | | **CASH, END OF PERIOD** | **$897,818** | | Initial classification of Ordinary shares subject to redemption | $125,000,000 | | Deferred underwriting fee payable | $4,375,000 | Notes to Unaudited Condensed Financial Statements [Note 1 — Description of Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations) - CHW Acquisition Corporation was incorporated on **January 12, 2021**, in the Cayman Islands[16](index=16&type=chunk) - The Company's purpose is to effect a **Business Combination** (merger, acquisition, etc) with one or more businesses[16](index=16&type=chunk) - As of September 30, 2021, the Company had **not commenced any operations**, focusing on its formation, Initial Public Offering (IPO), and the search for a prospective Business Combination[18](index=18&type=chunk) - The Company consummated its IPO on **September 1, 2021**, selling **11,000,000 units at $10.00 per unit**, generating gross proceeds of **$110,000,000**[18](index=18&type=chunk) - An additional **1,500,000 units** were sold on September 1, 2021, due to a partial exercise of the over-allotment option, generating **$15,000,000**[20](index=20&type=chunk) - Simultaneously with the IPO closing, **4,000,000 Private Placement Warrants** were sold at $1.00 each, generating **$4,000,000**, with an additional **238,686 Private Placement Warrants** sold for **$238,686**[19](index=19&type=chunk)[20](index=20&type=chunk) - Offering costs for the IPO and over-allotment option totaled **$13,130,743**, including **$2,187,500 in underwriting fees** and **$4,375,000 in deferred underwriting fees**[21](index=21&type=chunk) - Following the IPO, **$125,000,000 was placed in a Trust Account**, to be invested in U.S. government securities or money market funds until a Business Combination or distribution[22](index=22&type=chunk) - The Company must complete a Business Combination by **November 1, 2022** (15 months from IPO closing)[31](index=31&type=chunk) - Public Shareholders have **redemption rights** for their shares upon completion of a Business Combination or liquidation, for a pro rata portion of the Trust Account[24](index=24&type=chunk)[25](index=25&type=chunk) - The Company is an **emerging growth company** and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[33](index=33&type=chunk)[34](index=34&type=chunk) [Note 2 — Restatement of Prior Period Financial Statements](index=13&type=section&id=Note%202%20%E2%80%94%20Restatement%20of%20Prior%20Period%20Financial%20Statements) - The Company restated its previously issued balance sheet as of **July 20, 2020**, to reclassify ordinary shares subject to redemption[37](index=37&type=chunk) - The reclassification was due to redemption provisions not solely within the Company's control, requiring ordinary shares subject to redemption to be classified **outside of permanent equity** under ASC 480-10-S99[36](index=36&type=chunk) Effect of Restatement on Balance Sheet (as of July 20, 2020) | Item | As Reported | Adjustment | As Restated | | :--- | :--- | :--- | :--- | | Ordinary shares subject to redemption | $117,092,620 | $7,907,380 | $125,000,000 | | Ordinary shares, $0.0001 par value | 397 | (85) | 312 | | Additional paid-in-capital | 5,015,501 | (5,015,501) | — | | Retained earnings | (15,897) | (2,891,794) | (2,907,691) | | Total liabilities and shareholders' equity | $122,092,621 | $— | $122,092,621 | [Note 3 — Summary of Significant Accounting Policies](index=13&type=section&id=Note%203%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) - The unaudited condensed financial statements are prepared in conformity with **U.S. GAAP** and SEC rules for interim financial reporting[39](index=39&type=chunk)[41](index=41&type=chunk) - Investments held in the Trust Account are classified as **trading securities** and presented at fair value, primarily consisting of U.S. Treasury securities[44](index=44&type=chunk) - Ordinary shares subject to possible redemption are classified as **temporary equity**, as redemption rights are outside the Company's control, in accordance with ASC Topic 480[45](index=45&type=chunk) - The Company recognizes changes in the redemption value of redeemable ordinary shares **immediately as they occur**[46](index=46&type=chunk) - Warrants are accounted for as either equity- or liability-classified based on specific terms and ASC 480/815; Public and Private Placement Warrants qualify for **equity accounting treatment**[47](index=47&type=chunk)[49](index=49&type=chunk) - The Company applies the **two-class method** for calculating basic and diluted net income (loss) per share[52](index=52&type=chunk) - The Company adopted **ASU 2020-06** effective January 1, 2021, which did not have a material impact on its financial statements[58](index=58&type=chunk) [Note 4 — Initial Public Offering](index=19&type=section&id=Note%204%20%E2%80%94%20Initial%20Public%20Offering) - On September 1, 2021, the Company sold **11,000,000 units at $10.00 per unit**, generating gross proceeds of **$110,000,000**[60](index=60&type=chunk) - An additional **1,500,000 units** were sold on September 1, 2021, due to the underwriters' partial exercise of their over-allotment option, for an aggregate purchase price of **$15,000,000**[62](index=62&type=chunk) - Each unit consists of **one Ordinary share and one redeemable Public Warrant**[60](index=60&type=chunk) [Note 5 — Private Placement](index=19&type=section&id=Note%205%20%E2%80%94%20Private%20Placement) - Concurrently with the IPO closing, the Sponsor and underwriter purchased **4,000,000 Private Placement Warrants at $1.00 per warrant**, totaling **$4,000,000**[63](index=63&type=chunk) - An additional **238,686 Private Placement Warrants** were sold on September 1, 2021, for **$238,686**, following the partial exercise of the over-allotment option[65](index=65&type=chunk) - The proceeds from the Private Placement Warrants are **held in the Trust Account**[63](index=63&type=chunk) - If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will **expire worthless**[63](index=63&type=chunk) [Note 6 — Related Party Transactions](index=21&type=section&id=Note%206%20%E2%80%94%20Related%20Party%20Transactions) - On January 18, 2021, the Sponsor paid **$25,000 for 2,875,000 Founder Shares**, which were adjusted to 3,162,500 shares after a 1.1-for-1 split[66](index=66&type=chunk) - On September 1, 2021, the Sponsor **forfeited 37,500 ordinary shares** due to the underwriters' partial exercise of the over-allotment option[67](index=67&type=chunk) - The Sponsor has agreed to a **lock-up period for Founder Shares** until six months after a Business Combination or certain share price/liquidation events[68](index=68&type=chunk) - As of September 30, 2021, there was **$43,000 outstanding** under an unsecured promissory note issued to the Sponsor, with a maximum principal amount of $300,000[70](index=70&type=chunk) - The Company pays a monthly fee of **$10,000** to an affiliate of the Sponsor for administrative services, with **$10,000 paid** as of September 30, 2021[74](index=74&type=chunk) [Note 7 — Commitments and Contingencies](index=23&type=section&id=Note%207%20%E2%80%94%20Commitments%20and%20Contingencies) - Holders of Founder Shares, Private Placement Warrants, and potential working capital loan warrants are entitled to **registration rights**[75](index=75&type=chunk) - The underwriters were paid a cash underwriting discount of **$2,187,500** and are entitled to a deferred underwriting commission of **$4,375,000**, payable upon completion of a Business Combination[78](index=78&type=chunk) - The Company issued **62,500 Representative Shares** to the underwriter's designees, valued at **$460,125**, which are subject to a 180-day lock-up period[79](index=79&type=chunk)[80](index=80&type=chunk) [Note 8 - Shareholders' Equity](index=25&type=section&id=Note%208%20-%20Shareholders'%20Equity) - The Company is authorized to issue **1,000,000 preference shares** ($0.0001 par value), with none issued or outstanding as of September 30, 2021[83](index=83&type=chunk) - The Company is authorized to issue **110,000,000 Class B Ordinary shares** ($0.0001 par value)[84](index=84&type=chunk) - As of September 30, 2021, there were **3,187,500 Ordinary shares outstanding** (excluding 12,500,000 shares subject to redemption)[84](index=84&type=chunk) [Note 9 - Warrants](index=25&type=section&id=Note%209%20-%20Warrants) - Public Warrants become exercisable on the later of the completion of a Business Combination or **12 months from the IPO closing**, and expire five years from the Business Combination completion[85](index=85&type=chunk) - The Company may redeem Public Warrants if the Public Shares' reported last sale price equals or exceeds **$16.50 per share** for any 20 trading days within a 30-trading day period[88](index=88&type=chunk) - Private Placement Warrants are identical to Public Warrants but are **non-transferable, assignable, or saleable** until 30 days after a Business Combination, subject to limited exceptions[93](index=93&type=chunk) [Note 10 — Fair Value Measurements](index=27&type=section&id=Note%2010%20%E2%80%94%20Fair%20Value%20Measurements) - The Company uses a **fair value hierarchy (Level 1, Level 2, Level 3)** to classify assets and liabilities[96](index=96&type=chunk) - As of September 30, 2021, investments held in the Trust Account, totaling **$125,000,000** in U.S. Treasury Securities mutual funds, are classified as **Level 1**[95](index=95&type=chunk)[99](index=99&type=chunk) [Note 11 — Subsequent Events](index=29&type=section&id=Note%2011%20%E2%80%94%20Subsequent%20Events) - **No events requiring adjustments or disclosures** were identified between the balance sheet date and the issuance of the unaudited condensed financial statements[100](index=100&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, and liquidity strategy as a blank check company [Overview](index=30&type=section&id=Overview) - CHW Acquisition Corporation is a **blank check company** incorporated on January 12, 2021, to effect a Business Combination[104](index=104&type=chunk) - The Company has **not yet selected a target business** and expects to incur significant costs in its acquisition plans[104](index=104&type=chunk)[105](index=105&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) - The Company's activities through September 30, 2021, were limited to IPO preparation and searching for a Business Combination, generating **no operating revenues**[106](index=106&type=chunk) Net Loss Summary | Period | Net Loss | | :--- | :--- | | Three months ended September 30, 2021 | $(104,249) | | Inception (Jan 12, 2021) through Sept 30, 2021 | $(120,121) | [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) - The Company consummated its IPO on September 1, 2021, raising **$125,000,000**, which was placed in a Trust Account[110](index=110&type=chunk) - Net cash used in operating activities from inception through September 30, 2021, was **$628,700**[111](index=111&type=chunk) - As of September 30, 2021, the Company had **$897,818 in cash** held outside the Trust Account for operational expenses[113](index=113&type=chunk) - The Company intends to use **substantially all funds in the Trust Account** for its initial Business Combination[112](index=112&type=chunk) - The Company may obtain loans from its Sponsor, affiliates, or management team for working capital deficiencies or transaction costs, which may be **convertible into warrants**[114](index=114&type=chunk) [Related Party Transactions](index=34&type=section&id=Related%20Party%20Transactions) - The Sponsor initially acquired **2,875,000 Founder Shares for $25,000**, with 37,500 shares forfeited on September 1, 2021[117](index=117&type=chunk) - The Sponsor purchased **4,238,686 Private Placement Warrants for $4,238,686** concurrently with the IPO[119](index=119&type=chunk) - As of September 30, 2021, **$43,000 was outstanding** under an unsecured promissory note from the Sponsor[120](index=120&type=chunk) - The Company pays a monthly fee of **$10,000** to an affiliate of the Sponsor for administrative services[122](index=122&type=chunk) [Deferred Underwriting Fees](index=36&type=section&id=Deferred%20Underwriting%20Fees) - The underwriter is entitled to a deferred fee of **$4,375,000**, payable from the Trust Account only upon the completion of a Business Combination[124](index=124&type=chunk) [Off-Balance Sheet Arrangements](index=36&type=section&id=Off-Balance%20Sheet%20Arrangements) - As of September 30, 2021, the Company did not have any **off-balance sheet arrangements**[125](index=125&type=chunk) [Critical Accounting Policies](index=36&type=section&id=Critical%20Accounting%20Policies) - The Company classifies warrants as either **equity- or liability-classified instruments** based on ASC 480 and ASC 815[127](index=127&type=chunk) - Ordinary shares subject to possible redemption are classified as **temporary equity** under ASC Topic 480[128](index=128&type=chunk) - The **two-class method** is applied for calculating earnings per share[129](index=129&type=chunk) [Recently Adopted Accounting Standards](index=38&type=section&id=Recently%20Adopted%20Accounting%20Standards) - The Company adopted **ASU 2020-06** effective January 1, 2021, which simplifies accounting for certain financial instruments[130](index=130&type=chunk) - The adoption of ASU 2020-06 **did not have a material impact** on the Company's financial statements[130](index=130&type=chunk) - Management does not believe any other recently issued, but not yet effective, accounting pronouncements would have a **material effect**[131](index=131&type=chunk) [Contractual Obligations](index=38&type=section&id=Contractual%20Obligations) - The Company has **no long-term debt, capital lease obligations, or operating lease obligations**[132](index=132&type=chunk) - Contractual obligations include a **$10,000 monthly administrative fee** to an affiliate of the Sponsor and a **$4,375,000 deferred underwriting fee** contingent on a Business Combination[132](index=132&type=chunk)[133](index=133&type=chunk) - The Company has **registration rights agreements** for holders of Founder Shares, Private Placement Warrants, and potential Working Capital Loans[134](index=134&type=chunk) [JOBS Act](index=39&type=section&id=JOBS%20Act) - The Company qualifies as an **'emerging growth company'** under the JOBS Act[135](index=135&type=chunk) - The Company has elected to **delay the adoption of new or revised accounting pronouncements** to align with private company effective dates[135](index=135&type=chunk) - This election may make **comparison of the Company's financial statements** with other public companies difficult[135](index=135&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material market or interest rate risk due to its investment strategy for IPO proceeds - As of September 30, 2021, the Company was **not subject to any material market or interest rate risk**[137](index=137&type=chunk) - Funds in the Trust Account are invested in **short-term U.S. government obligations** or money market funds, limiting interest rate risk[137](index=137&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were deemed ineffective due to a material weakness in accounting for complex financial instruments - As of September 30, 2021, disclosure controls and procedures were **not effective** due to a material weakness in accounting for complex financial instruments[139](index=139&type=chunk) - Management plans to **enhance its system for evaluating and implementing accounting standards**, including through enhanced analyses by personnel and third-party professionals[140](index=140&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings as of the report date - **No legal proceedings** were reported[143](index=143&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors from the IPO prospectus are reported - **No material changes** to risk factors disclosed in the final prospectus for the Initial Public Offering[144](index=144&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the use of proceeds from the Initial Public Offering and concurrent private placement - The Company consummated its IPO on September 1, 2021, selling **12,500,000 units at $10.00 per unit**, generating gross proceeds of **$125,000,000**[145](index=145&type=chunk)[147](index=147&type=chunk) - Concurrently, **4,238,686 Private Placement Warrants** were sold at $1.00 per warrant, generating gross proceeds of **$4,238,686**[146](index=146&type=chunk)[147](index=147&type=chunk) - Total offering costs amounted to **$13,130,743**, including underwriting fees and deferred underwriting fees[148](index=148&type=chunk) - **$125,000,000** from the net proceeds of the IPO and Private Placement Warrants was placed in a Trust Account[149](index=149&type=chunk) [Item 3. Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - **No defaults upon senior securities** were reported[151](index=151&type=chunk) [Item 4. Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to CHW Acquisition Corporation - This item is **not applicable** to the Company[153](index=153&type=chunk) [Item 5. Other Information](index=43&type=section&id=Item%205.%20Other%20Information) No other information was reported in this section - **No other information** was reported[154](index=154&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of or incorporated by reference into the Quarterly Report - Exhibits include **certifications** (31.1, 31.2, 32.1, 32.2) and **XBRL Taxonomy Extension documents** (101.INS, 101.CAL, 101.SCH, 101.DEF, 101.LAB, 101.PRE, 104)[157](index=157&type=chunk) [SIGNATURES](index=45&type=section&id=SIGNATURES) - The report was signed on **November 23, 2021**, by Jonah Raskas, Co-Chief Executive Officer, and Steve Katchur, Chief Financial Officer[163](index=163&type=chunk)[164](index=164&type=chunk)