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

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

2 Manhattanville Road, Suite 403

Purchase, NY

10577

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (914) 603-5016

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one Redeemable Warrant	CHWAU	The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share, included as part of the Units	CHWA	The Nasdaq Stock Market LLC
Redeemable Warrants included as part of the Units, each exercisable for Ordinary Share for $11.50 per share	CHWAW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2021 (the last business day of the registrant’s second fiscal quarter), the registrant was not a public company and, therefore, cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.

As of March 8, 2022, there were 15,687,500 shares of the registrant’s ordinary shares, par value $0.0001 per share, issued and outstanding.

		PAGE
PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	10

PART II		11
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	[Reserved]	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	15
Item 9A.	Controls and Procedure	16
Item 9B.	Other Information	17
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	17

PART III		18
Item 10.	Directors, Executive Officers and Corporate Governance	18
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 13.	Certain Relationships and Related Transactions, and Director Independence	27
Item 14.	Principal Accounting Fees and Services	28
		24
PART IV		29
Item 15.	Exhibits and Financial Statement Schedules	29
Item 16.	Form 10-K Summary	30


Name	Age	Position
Paul Norman	57	President
Jonah Raskas	36	Co-Chief Executive Officer and Director
Mark Grundman	37	Co-Chief Executive Officer and Director
Stephen Katchur	42	Chief Financial Officer
Victor Herrero	53	Director
Deborah Weinswig	51	Director
M. Carl Johnson, III	73	Director
Gary Tickle	56	Director
Deb Benovitz	57	Director
Jason Reiser	53	Director


	Ordinary Shares⁽²⁾
	Number of
	Shares	Approximate
	Beneficially	Percentage
Name and Address of Beneficial Owner⁽¹⁾	Owned	of Outstanding Shares
Directors and Executive Officers
Deb Benovitz	—	—
Mark Grundman ⁽³⁾	2,405,000	15.3
Victor Herrero	—	—
M. Carl Johnson, III	—	—
Stephen Katchur	—	—
Paul Norman	—	—
Jonah Raskas⁽³⁾	2,405,000	15.3
Jason Reiser	—	—
Gary Tickle	—	—
Deborah Weinswig	—	—
All Directors and Executive Officers as a Group (Eight Individuals)	2,405,000	15.3
Five Percent Holders
CHW Acquisition Sponsor LLC ⁽³⁾	2,405,000	15.3
ATW SPAC Management LLC⁽⁴⁾	1,050,000	6.7
MM Asset Management Inc. ⁽⁵⁾	1,050,000	6.7
Tenor Opportunity Master Fund, Ltd. ⁽⁶⁾	1,050,000	6.7
Boothbay Fund Management, LLC ⁽⁷⁾	1,050,000	6.7
Polar Asset Management Partners Inc. ⁽⁸⁾	1,050,000	6.7
Periscope Capital Inc.⁽⁹⁾	794,900	5.1


	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 688)	F-1
Financial Statements:	F-2
Balance Sheet as of December 31, 2021	F-2
Statement of Operations for the Period from January 12, 2021 (inception) through December 31, 2021	F-3
Statement of Changes in Stockholders’ Equity for the Period from January 12, 2021 (inception) through December 31, 2021	F-4
Statement of Cash Flows for the Period from January 12, 2021 (inception) through December 31, 2021	F-5
Notes to Financial Statements	F-6


Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2021).
4.1		Warrant Agreement, dated August 30, 2021, by and between the Registrant and Vstock Transfer, LLC (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2021).
4.2		Description of Registered Securities*
10.1		Letter Agreement, dated August 30, 2021, by and among the Registrant, the Registrant’s officers and directors, and CHW Acquisition Sponsor LLC (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2021).
10.2		Investment Management Trust Agreement, dated August 30, 2021, by and between the Registrant and Wilmington Trust, N.A (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2021).
10.3		Registration Rights Agreement, dated August 10, 2021, by and among the Registrant, CHW Acquisition Sponsor LLC and certain other security holders of the Registrant (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2021).
10.4		Administrative Services Agreement, dated August 30, 2021, by and between the Registrant and CHW Acquisition Sponsor LLC (incorporated herein by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2021).
10.5		Private Placement Warrants Purchase Agreement, dated August 30, 2021, by and between the Registrant and CHW Acquisition Sponsor LLC (incorporated herein by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2021).
10.6		Form of Indemnity Agreement, dated August 30, 2021, by and among the Registrant and each of the directors and officers of the Registrant (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2021).
14.1		Form of Code of Ethics (incorporated by reference to the Exhibit 14 of the Registrant’s S-1/A, filed on August 23, 2021).
31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Calculation Linkbase
101.LAB		XBRL Taxonomy Label Linkbase
101.PRE		XBRL Definition Linkbase Document
101.DEF		XBRL Definition Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101)


	December 31, 2021
ASSETS
CURRENT ASSETS
Cash	$	687,581
Due from Related Party		68,591
Prepaid expenses and Other assets		286,687
Total current assets		1,042,859

Prepaid expenses- non current		191,429
Cash and marketable securities held in Trust Account		125,002,997

TOTAL ASSETS	$	126,237,285

LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	583,331
Total current liabilities		583,331

Deferred underwriting fee payable		4,375,000
Total liabilities		4,958,331

COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE ORDINARY SHARES
Ordinary shares subject to possible redemption, $0.0001 par value, 12,500,000 shares at redemption value of $10.00 per share.		125,000,000

SHAREHOLDERS’ DEFICIT
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—
Ordinary shares; $0.0001 par value; 110,000,000 shares authorized; 3,187,500 shares issued and outstanding (excluding 12,500,000 shares subject to possible redemption)		318
Additional paid-in capital		—
Accumulated deficit		(3,721,364)

Total Shareholders’ Deficit		(3,721,046)

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS' DEFICIT	$	126,237,285


OPERATING EXPENSES
General and administrative		832,564
Total expenses		832,564

OTHER INCOME
Income on investments held in Trust Account and other interest		3,001
Total other income		3,001

NET LOSS	$	(829,563)

Weighted average shares outstanding of redeemable ordinary shares		4,284,703
Basic and diluted net income per share, redeemable ordinary shares	$	(0.11)

Weighted average shares outstanding of non-redeemable ordinary shares		3,171,069
Basic and diluted net loss per share, non-redeemable ordinary shares	$	(0.11)


				Additional				Total
	Ordinary Shares			paid-in		Accumulated		shareholders’
	Shares	Amount		capital		deficit		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 (net of offering costs)	—		—		4,213,632		—		4,213,632

SEC Form 10-K filed by CHW Acquisition Corporation