Form 8-K CHW Acquisition Corp For: Jun 21 – StreetInsider.com

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Exhibit 99.1
Wag! Announces Promotion With Tractor Supply and Petsense
Marketing promotion to offer unique mobile-first pet care benefits to animal lovers nationwide
June
21, 2022 08:00 AM Eastern Daylight Time
SAN
FRANCISCO–(BUSINESS WIRE https://www.businesswire.com)–Wag Labs, Inc. (“Wag!” or the “Company”), an American
pet services marketplace company powering a mobile-first technology platform that enables on-demand and scheduled dog walking, training,
and other pet care services today announced a promotion with Tractor Supply, the largest rural lifestyle retailer in the United States,
and its wholly-owned subsidiary Petsense to provide a range of pet service options to their customers. This promotion is exclusive to
Tractor Supply and Petsense.
“At
Tractor Supply and Petsense, our pets are part of the family, and they deserve the best care possible. By teaming up with Wag!, we are
expanding our pet services and connecting our customers with reliable, experienced and trustworthy pet caregivers, and insurance to keep
pets happy and healthy.”
Tweet
this (https://www.businesswire.com/news/home/20220621005507/en/Wag%21-Announces-Promotion-With-Tractor-Supply-and-Petsense)
Beginning
today, all customers who sign up for a Wag! account through TractorSupply.com or Petsense.com will receive 20% off their first three
services. Wag! offers direct access to local pet caregivers across the country for dog walking, pet sitting and boarding, training, and
drop-in services. Customers will also be able to access pet insurance quotes administered by Petted, a subsidiary of Wag!, which recommends
the best plans based on a pet’s breed and age.
This
promotion is one more example of the innovative ways Wag! works with leading national brands and companies to help make pet ownership
easier for pet parents. Wag! recently announced an exclusive partnership with Kimpton Hotels & Restaurants to provide access to on-property
and at-home pet walks for guests staying at any of their properties in the United States.
Garrett
Smallwood, Chief Executive Officer of Wag!, stated: “Tractor Supply, Petsense and Wag! are proud to support pet parents across
the country with all their pet care needs, no matter if their pet has hooves, paws, or claws. We’re excited to ‘paw-tner’
with Tractor Supply and Petsense customers to make being a pet parent that much easier by offering access to 5-star pet care services
nationwide.”
The
Wag! platform features 400,000 pet caregivers and is available in 5,200 cities nationwide. Pet caregivers have the flexibility to set
their own rates and schedules, while pet parents receive notifications during services, including live GPS updates during their dog’s
walk and detailed report cards with photos after every service. Approximately 12.1 million services have been completed by pet caregivers
on the Wag! platform to date, with 96% of reviewed services garnering 5 stars.
Kyle
Murphy, Vice President, Divisional Merchandise Manager at Tractor Supply, stated: “At Tractor Supply and Petsense,
our pets are part of the family, and they deserve the best care possible. By teaming up with Wag!, we are expanding our pet services
and connecting our customers with reliable, experienced and trustworthy pet caregivers, and insurance to keep pets happy and healthy.”
In
addition to the Wag! promotion, Petsense stores offer grooming, training, and pet vaccine clinics, and Tractor Supply locations feature
PetVet clinics, Pet Wash stations, pet pharmacy and more. To sign up for a Wag! account or to learn more about the complete lineup of
pet services, visit TractorSupply.com/Pets or Petsense.com.
Wag!
recently announced a definitive business combination agreement with CHW Acquisition Corporation (Nasdaq: CHWA) (“CHW”). Upon
the closing of the business combination, which is expected in the third quarter of 2022, the combined company will be named Wag! Group
Co. Wag! intends to have the common stock of the combined company listed on the Nasdaq under the new ticker symbol, “PET”.
About
Wag! – Wag.co
Wag!
strives to be the #1 app for pet parents, offering access to 5-star dog walking, pet sitting, expert pet advice and training from local
pet caregivers nationwide. Wag!’s community of over 400,000 pet caregivers are pet people, and it shows. Making pet parents happy is
what Wag! does best. With safety and happiness at the forefront, pet caregivers with Wag! have a trusted record of experience with over
12.1 million pet care services completed by pet caregivers on the Wag! Platform and over $325 million total bookings across all 50 states,
resulting in more than 96% of services earning 5 stars.
About
Tractor Supply Company and Petsense
Tractor
Supply Company (NASDAQ: TSCO), the largest rural lifestyle retailer in the United States, has been passionate about serving its unique
niche, targeting the needs of recreational farmers, ranchers and all those who enjoy living the rural lifestyle, for more than 80 years.
Tractor
Supply offers an extensive mix of products necessary to care for home, land, pets and animals with a focus on product localization, exclusive
brands and legendary customer service for the Out Here lifestyle. With more than 46,000 Team Members, the Company’s physical store assets,
combined with its digital capabilities, offer customers the convenience of purchasing products they need anytime, anywhere and any way
they choose at the everyday low prices they deserve. As of March 26, 2022, the Company operated 2,003 Tractor Supply stores in 49 states,
a customer mobile app and an e-commerce website at www.TractorSupply.com.
Tractor
Supply Company also owns and operates Petsense, a pet specialty supply retailer focused on meeting the needs of pet owners, primarily
in small and mid-size communities, and offering a variety of pet products and services. Founded in 2005, Petsense specializes in providing
a large assortment of pet food, supplies and services, such as grooming and training, and offering customers a tailored experience while
providing the top-quality products they need at a price they love. Petsense carries a range of nationally recognized brands including
Fromm, Orijen, Acana, Purina Pro Plan, Hill’s Science Diet, Victor, and Royal Canin. Petsense is also committed to promoting responsible
pet ownership through pet adoptions, community involvement and education. As of March 26, 2022, the Company operated 178 Petsense stores
in 23 states. For more information on Petsense, visit www.Petsense.com.
About
CHW Acquisition Corporation – www.chwacquisitioncorp.com
CHW
is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. The focus of the team is to pursue a business combination within the consumer,
health and wellness or retail sector. Management is led by Jonah Raskas, Mark Grundman, and Paul Norman.
Additional
Information and Where to Find It
In
connection with the proposed business combination, on March 10, 2022, CHW filed a registration statement on Form S-4 (the “Form
S-4”) with the Securities and Exchange Commission (the “SEC”). The Form S-4 includes a proxy statement of CHW and a prospectus
of Wag!, referred to as a proxy statement/prospectus. The proxy statement/prospectus will be sent to all CHW shareholders. Additionally,
CHW will file other relevant materials with the SEC in connection with the proposed business combination. Copies of the Form S-4, the
proxy statement/prospectus and all other relevant materials filed or that will be filed with the SEC may be obtained free of charge at
the SEC’s website at www.sec.gov. Before making any voting or investment decision, investors and security holders of CHW are urged
to read the Form S-4, the proxy statement/prospectus and all other relevant materials filed or that will be filed with the SEC in connection
with the proposed business combination because they will contain important information about the proposed business combination and the
parties to the proposed business combination.
Participants
in Solicitation
CHW,
Wag! and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of
proxies of CHW’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed
information regarding the names and interests in the proposed business combination of CHW’s directors and officers in CHW’s filings with
the SEC, including CHW’s initial public offering prospectus, which was filed with the SEC on August 30, 2021, CHW’s subsequent quarterly
reports on Form 10-Q, annual reports on Form 10-K and the Form S-4. To the extent that holdings of CHW’s securities by CHW’s insiders
have changed from the amounts reported therein, any such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies to CHW’s shareholders in connection with the business combination will be included in the proxy statement/prospectus relating
to the proposed business combination when it becomes available. You may obtain free copies of these documents as described in the preceding
paragraph.
No
Offer or Solicitation
This
communication shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the proposed business combination. This communication shall also not constitute an offer to sell or a solicitation of
an offer to buy any securities of CHW or Wag!, nor shall there be any sale of securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Forward-Looking
Statements
This
communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995 with respect to the proposed business combination between CHW and Wag!. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue,” “strategy,” “future,” “opportunity,” “would,” “seem,” “seek,” “outlook” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are
predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result,
are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These statements
are based on various assumptions, whether or not identified in this communication. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and they must not be relied on by an investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. These forward-looking statements include, without limitation, Wag!’s and CHW’s expectations with respect
to anticipated financial impacts of the proposed business combination, the satisfaction of closing conditions to the proposed business
combination, and the timing of the completion of the proposed business combination. You should carefully consider the risks and uncertainties
described in the “Risk Factors” section of CHW’s initial public offering prospectus and its subsequent quarterly reports on
Form 10-Q and annual reports on Form 10-K. In addition, there will be risks and uncertainties described in the Form S-4 and other documents
which are or will be filed by CHW from time to time with the SEC. These filings would identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Many of these factors are outside Wag!’s and CHW’s control and are difficult to predict. Many factors could cause actual future events
to differ from the forward-looking statements in this communication, including but not limited to: (1) the outcome of any legal proceedings
that may be instituted against CHW or Wag! following the announcement of the proposed business combination; (2) the inability to complete
the proposed business combination, including due to the inability to concurrently close the business combination and related transactions,
including the private placement of common stock, borrowing under the credit facility or due to failure to obtain approval of the shareholders
of CHW; (3) the risk that the proposed business combination may not be completed by CHW’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline if sought by CHW; (4) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the approval by the shareholders of CHW, the satisfaction of the minimum
cash requirement following any redemptions by CHW’s public shareholders and the receipt of certain governmental and regulatory approvals;
(5) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory
reviews required to complete the proposed business combination; (6) the occurrence of any event, change or other circumstance that could
give rise to the termination of the business combination agreement; (7) volatility in the price of CHW’s or Wag!’s securities; (8) the
risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of
the business combination; (9) the inability to recognize the anticipated benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships
with users and suppliers and retain key employees; (10) costs related to the proposed business combination; (11) changes in the applicable
laws or regulations; (12) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive
factors; (13) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Wag! operates; (14)
the impact of the global COVID-19 pandemic; (15) the potential inability of Wag! to raise additional capital needed to pursue its business
objectives or to achieve efficiencies regarding other costs; (16) the enforceability of Wag!’s intellectual property, including its patents,
and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches of data security;
and (17) other risks and uncertainties described in CHW’s initial public offering prospectus, its subsequent Quarterly Reports on Form
10-Q and Annual Reports on Form 10-K, and the Form S-4. These risks and uncertainties may be amplified by the COVID-19 pandemic, which
has caused significant economic uncertainty. Wag! and CHW caution that the foregoing list of factors is not exclusive or exhaustive and
not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. Neither
Wag! nor CHW gives any assurance that Wag! or CHW will achieve its expectations. None of Wag! or CHW undertakes or accepts any obligation
to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments
or otherwise, or should circumstances change, except as otherwise required by securities and other applicable laws.
Exhibit 99.2
Wag! Survey Reveals 94% of Travelers Would Trade In Favorite Hotel
Amenities for Pet-Friendly Accommodations
SAN
FRANCISCO, June 23, 2022 /PRNewswire/ — As peak summer travel season approaches, Wag! (https://wagwalking.com), the #1 mobile-first
platform that connects pet parents with professional pet caregivers for boarding, sitting, walking, and drop-ins, surveyed pet parents
nationwide to understand the obstacles they face when traveling with their four-legged family members. Between transit restrictions,
hotel limitations, and narrowed dining options, there is stress abound for pet parents planning a trip.
Mallow
in a custom Wag! x Kimpton robe
Wag!
polled 1,002 respondents and found that 70% of frequent travelers almost always seek out pet-friendly hotels, and 94% would trade away
at least one common amenity – like a hotel bar – in exchange for more pet-friendly policies. The majority of respondents would even trade
away concierge services and gym access.
Some
other key highlights include:
· | Putting pet needs ahead of your own: 26% of pet parents rank “pet friendly” as the top hotel attribute, ahead of service, convenience, comfort, and even affordability. |
· | The struggle is real: 84% have encountered at least one issue with overnight accommodations when traveling with their dog or cat. |
· | Transportation proves troublesome: 56% of frequent travelers have experienced confusion or other issues with the location of their dog on a plane. |
· | Because they’re worth it: 36% would pay over $100 per night extra for pet-friendly hotel accommodations. |
· | Removing the hurdles would make a world of difference: If they had no obstacles in doing so, 59% would bring their pets when traveling all or most of the time. |
Wag!
recently partnered with Kimpton Hotels & Restaurants (https://www.prnewswire.com/news-releases/kimpton-partners-with-wag-to-bring-dog-walking-services-to-guests-nationwide-301544904.html) to
offer a bevy of pet-friendly benefits on-site – a first for a major hotel brand. “Wag!’s survey findings reinforce what we continue
to hear from our guests – that meaningful pet offerings and amenities are more important than ever for pet parents,” said Kathleen
Reidenbach, Chief Commercial Officer at Kimpton. “At Kimpton, we are proud of our best-in-class pet amenities, which now include
on-property and at-home walks and drop-ins through our partnership with Wag!”
For
more information, visit Wag! (https://wagwalking.com/daily/wags-comprehensive-survey-highlights-the-importance-of-pet-friendly-travel).
Business
Combination Transaction
Wag! recently announced a definitive business combination agreement with CHW Acquisition Corporation (Nasdaq: CHWA (“CHW”).
Upon the closing of the business combination, which is expected in the third quarter of 2022, the combined company will be named Wag!
Group Co. Wag! Intends to list the common stock of the combined company on the Nasdaq under the new ticker symbol “PET”.
About
Wag!
Wag! strives to be the #1 app for pet parents, offering access to 5-star dog walking, pet sitting, expert pet advice and training
from local pet caregivers nationwide. Wag!’s community of over 400,000 pet caregivers are pet people, and it shows. Making pet parents
happy is what Wag! does best. With safety and happiness at the forefront, pet caregivers with Wag! have a trusted record of experience
with over 12.1 million pet care services completed by pet caregivers on the Wag! platform and over $325 million total bookings
across all 50 states, resulting in more than 96% of services earning 5 stars. For more information, visit wag.co.
Additional
Information and Where to Find It
In connection with the proposed business combination, CHW will file a registration statement on Form S-4 (the “Form S-4”)
with the Securities and Exchange Commission (the “SEC”). The Form S-4 will include a proxy statement of CHW and a prospectus
of Wag!, referred to as a proxy statement/prospectus. The proxy statement/prospectus will be sent to all CHW shareholders. Additionally,
CHW will file other relevant materials with the SEC in connection with the proposed business combination. Copies of the Form S-4, the
proxy statement/prospectus and all other relevant materials filed or that will be filed with the SEC may be obtained free of charge at
the SEC’s website at www.sec.gov. Before making any voting or investment decision, investors
and security holders of CHW are urged to read the Form S-4, the proxy statement/prospectus and all other relevant materials filed or
that will be filed with the SEC in connection with the proposed business combination because they will contain important information
about the proposed business combination and the parties to the proposed business combination.
Participants
in Solicitation
CHW, Wag! and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation
of proxies of CHW’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more
detailed information regarding the names and interests in the proposed business combination of CHW’s directors and officers in CHW’s
filings with the SEC, including CHW’s initial public offering prospectus, which was filed with the SEC on August 30, 2021, CHW’s
subsequent quarterly reports on Form 10-Q and the Form S-4. To the extent that holdings of CHW’s securities by CHW’s insiders have changed
from the amounts reported therein, any such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to CHW’s
shareholders in connection with the business combination will be included in the proxy statement/prospectus relating to the proposed
business combination when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
No
Offer or Solicitation
This communication shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any
securities or in respect of the proposed business combination. This communication shall also not constitute an offer to sell or a solicitation
of an offer to buy any securities of CHW or Wag!, nor shall there be any sale of securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Forward-Looking
Statements
This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination between CHW and Wag!. Words such
as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue,” “strategy,” “future,” “opportunity,” “would,” “seem,” “seek,” “outlook” and similar expressions are intended to identify such forward-looking statements. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results.
These statements are based on various assumptions, whether or not identified in this communication. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and they must not be relied on by an investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. These forward-looking statements include, without limitation, Wag!’s and CHW’s expectations
with respect to anticipated financial impacts of the proposed business combination, the satisfaction of closing conditions to the proposed
business combination, and the timing of the completion of the proposed business combination. You should carefully consider the risks
and uncertainties described in the “Risk Factors” section of CHW’s initial public offering prospectus and its subsequent quarterly
reports on Form 10-Q. In addition, there will be risks and uncertainties described in the Form S-4 and other documents filed by CHW from
time to time with the SEC. These filings would identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Many of these factors are outside Wag!’s and
CHW’s control and are difficult to predict. Many factors could cause actual future events to differ from the forward-looking statements
in this communication, including but not limited to: (1) the outcome of any legal proceedings that may be instituted against CHW or Wag!
following the announcement of the proposed business combination; (2) the inability to complete the proposed business combination, including
due to the inability to concurrently close the business combination and related transactions, including the private placement of common
stock, borrowing under the term loan or due to failure to obtain approval of the shareholders of CHW; (3) the risk that the proposed
business combination may not be completed by CHW’s business combination deadline and the potential failure to obtain an extension of
the business combination deadline if sought by CHW; (4) the failure to satisfy the conditions to the consummation of the proposed business
combination, including the approval by the shareholders of CHW, the satisfaction of the minimum cash requirement following any redemptions
by CHW’s public shareholders and the receipt of certain governmental and regulatory approvals; (5) delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the proposed
business combination; (6) the occurrence of any event, change or other circumstance that could give rise to the termination of the business
combination agreement; (7) volatility in the price of CHW’s or Wag!’s securities; (8) the risk that the proposed business combination
disrupts current plans and operations as a result of the announcement and consummation of the business combination; (9) the inability
to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably, maintain relationships with users and suppliers and retain
key employees; (10) costs related to the proposed business combination; (11) changes in the applicable laws or regulations; (12) the
possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (13) the risk
of downturns and a changing regulatory landscape in the highly competitive industry in which Wag! operates; (14) the impact of the global
COVID-19 pandemic; (15) the potential inability of Wag! to raise additional capital needed to pursue its business objectives or to achieve
efficiencies regarding other costs; (16) the enforceability of Wag!’s intellectual property, including its patents, and the potential
infringement on the intellectual property rights of others, cyber security risks or potential breaches of data security; and (17) other
risks and uncertainties described in CHW’s initial public offering prospectus, its subsequent Quarterly Reports on Form 10-Q and the
Form S-4. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty.
Wag! and CHW caution that the foregoing list of factors is not exclusive or exhaustive and not to place undue reliance upon any forward-looking
statements, including projections, which speak only as of the date made. Neither Wag! nor CHW gives any assurance that Wag! or CHW will
achieve its expectations. None of Wag! or CHW undertakes or accepts any obligation to publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future developments or otherwise, or should circumstances change, except as otherwise
required by securities and other applicable laws.