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)