CHW Acquisition Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
$CHWA
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 27, 2022
(Exact name of registrant as specified in its charter)
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Item 1.01. Entry into a Material Definitive Agreement
On December 27, 2022, Wag! Group Co. (the “Company”), through its subsidiary Wag Labs, Inc., entered into an asset purchase agreement (the “Agreement”) with Clicks and Traffic LLC (“Seller”) pursuant to which the Company agreed to purchase substantially all of the Seller assets used in Seller’s business in exchange for cash consideration of $9 million. The transaction, which remains subject to customary closing conditions, is expected to close during the first quarter of 2023. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Agreement, a copy of which is attached hereto as Exhibit 10.1, and the entirety of which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On January 3, 2023, the Company issued a press release announcing the entrance into the Agreement described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company also posted to its website at https://investors.wag.co/ an Investor Presentation related to the transaction. A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in Item 7.01 of this Form 8-K (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Exhibit | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Wag! Group Co. | ||||||||
Date: January 3, 2023 | By: | /s/ Alec Davidian | ||||||
| Alec Davidian | ||||||||
| Chief Financial Officer | ||||||||
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