Item 7.01. FD Regulation Disclosure.
(“Wag!”), appeared on the Know Who Drives Return from Boardroom Alpha podcast. A transcript of the podcast is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Section 7.01 by reference.
The information set forth in this Section 7.01 is for furnishing purposes and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). , or otherwise subject to the responsibilities of this section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in this filing.
Important information for shareholders
This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy securities nor does it constitute a solicitation of any vote or approval. This current report on Form 8-K also does not constitute an offer to sell or the solicitation of an offer to buy securities, or a solicitation of any vote or approval, nor will there be any sale of securities in any jurisdiction in which the offer, solicitation or sale of such securities would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities may be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act, or an exemption therefrom.
As part of the transactions (“Business Combination”) envisaged by a definitive Business Combination Agreement, dated
Participants in the solicitation
CHW and its directors and officers may be considered participants in the solicitation of proxies from shareholders of CHW in connection with the business combination. Stir! and its officers and directors may also be considered participants in any such solicitation. Information about the directors and executive officers of CHW is contained in CHW’s final prospectus filed with the
pursuant to Rule 424(b) of the Securities Act
The information included herein and in any oral statements made in connection herewith includes forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. These statements are based on the beliefs and assumptions of the respective management teams of CHW and Wag!. Although CHW and Wag! believe that their respective plans, intentions and expectations reflected or implied by such forward-looking statements are reasonable, neither CHW nor Wag! can assure you that one or the other will achieve or fulfill these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Forward-looking statements generally relate to future events or future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “could”, “intends”, “target”, “contemplate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative form of these words or other similar terms or expressions that relate to ASC’s and Wag!’s expectations, strategy, plans or intentions. Forward-looking statements contained herein include statements regarding:
? the anticipated benefits of the Business Combination; ? the ability of CHW and Wag! to complete the Business Combination, including satisfaction or waiver of the conditions to the Business Combination and the issuance of shares to eligible pet caregivers on Wag!'s platform; ? the anticipated costs associated with the proposed Business Combination; ? Wag!'s financial and business performance following the Business Combination, including financial projections and business metrics; ? Wag!'s ability to effectively return to growth and to effectively expand operations; ? the potential business or economic disruptions caused by current and future pandemics, such as the COVID-19 pandemic; ? the ability to obtain and/or maintain the listing of New Wag!'s common stock and the warrants on a stock exchange, and the potential liquidity and trading of its securities; ? the risk that the proposed Business Combination disrupts current plans and operations of Wag! as a result of the announcement and consummation of the proposed Business Combination; ? the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition and the ability of the combined company to grow, manage growth profitably, and retain its key employees; ? changes in applicable laws or regulations; ? Wag!'s ability to raise financing in the future; ? Wag!'s officers and directors allocating their time to other businesses and potentially having conflicts of interest with Wag!'s business or in approving the Business Combination; ? Wag!'s ability to retain existing and acquire new pet parents and pet caregivers; ? the strength of Wag!'s network, effectiveness of its technology and quality of the offerings provided through its platform; ? the projected financial information, growth rate, strategies and market opportunities for Wag!; ? Wag!'s ability to successfully expand in its existing markets and into new domestic and international markets; ? Wag!'s ability to provide pet parents with access to high quality and well-priced offerings; ? Wag!'s ability, assessment of and strategies to compete with its competitors; ? Wag!'s assessment of its trust and safety record; ? the success of Wag!'s marketing strategies; ? Wag!'s ability to accurately and effectively use data and engage in predictive analytics; ? Wag!'s ability to attract and retain talent and the effectiveness of its compensation strategies and leadership; ? general economic conditions and their impact on demand for the Wag! platform; ? Wag!'s plans and ability to build out an international platform and generate revenue internationally; ? Wag!'s ability to maintain its licenses and operate in regulated industries; ? Wag!'s ability to prevent and guard against cybersecurity attacks; ? Wag!'s reliance on third party service providers for processing payments, web and mobile operating systems, software, background checks and insurance policies; ? seasonal sales fluctuations; ? Wag!'s future capital requirements and sources and uses of cash; ? the outcome of any known and unknown litigation and regulatory proceedings, including the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against CHW and Wag! following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement; ? Wag!'s ability to maintain and protect its brand and its intellectual property; and ? other factors detailed under the section entitled "Risk Factors" in the Registration Statement on Form S-4 filed in connection with the Business Combination.
The forward-looking statements contained herein are based on current expectations and beliefs regarding future developments and their potential effects on CHW and/or Wag!. There can be no assurance that future developments affecting CHW and/or Wag! will be those that CHW and/or Wag! have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our or Wag’s control!) or other assumptions that may cause actual results or performance to differ materially from those expressed or implied. by these forward-looking statements. research statements. These risks and uncertainties include, but are not limited to, the factors described under “Risk Factors” in the registration statement on Form S-4 filed in connection with the business combination. Should one or more of these risks or uncertainties materialize, or should one of our assumptions prove incorrect, actual results may differ materially from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be magnified by potential business or economic disruptions caused by current and future pandemics, such as the COVID-19 pandemic, and there may be additional risks that we believe are not significant or unknown. It is not possible to predict or identify all of these risks. CHW and Wag! does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Section 9.01. Financial statements and supporting documents.
The following exhibits are filed with this current report on Form 8-K:
Exhibit Number Description 99.1 Podcast Transcript, dated
May 24, 2022. 104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).
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