PET / Wag! Group Co. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration No. 333-274374 THE SECURITIES ACT OF 1933 Wag! Group Co. (Exact name of registrant as specified in its charter)

Registration No. 333-274374 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration No. 333-274374 UNDER THE SECURITIES ACT OF 1933 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 88-3590180 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 226

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-278113 Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-268620 THE SECURITIES ACT OF 1933 Wag! Grou

Registration No. 333-278113 Registration No. 333-268620 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-278113 Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-268620 UNDER THE SECURITIES ACT OF 1933 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 88-3590180 (State

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE In re: WAG! GROUP CO., et al.,1 Debtors. Chapter 11 Case No. 25-11358 (TMH) Jointly Administered FIRST AMENDED JOINT PREPACKAGED PLAN OF REORGANIZATION OF WAG! GROUP CO. AND CERTAIN OF

wag-firstamendedplan IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE In re: WAG! GROUP CO.

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): August 29, 2025 Wag! Group Co. (E

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): August 29, 2025 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ 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 Wag! Group

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): July 23, 2025 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numbe

Joinder Agreement, by and among Wag! Group Co., Wag Labs, Inc., each subsidiary of Wag! Group Co., We Compare, Inc., and Furmacy, Inc., Retriever LLC, and Alter Domus as collateral agent, dated July 20, 2025.

JOINDER AGREEMENT THIS JOINDER AGREEMENT, dated as of July 20, 2025 (this “Joinder”), to the Financing Agreement referred to below is entered into by and among Wag! Group Co.

Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement, by and among Wag! Group Co., Wag Labs, Inc., Wag Wellness, LLC, Compare Pet Insurance Services, Inc., We Compare, Inc., Pawsome, LLC, Furmacy, Inc., as borrowers, and Retriever LLC, as lender.

SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT by and among WAG! GROUP CO.

Wag! Group Co. Announces Recapitalization Transaction with Retriever LLC

Press Release Wag! Group Co. Announces Recapitalization Transaction with Retriever LLC Initiates Chapter 11 Proceeding via Pre-Packaged Plan of Reorganization Operations Across Business Segments to Continue Without Interruption During Chapter 11 Process and Beyond SAN FRANCISCO, July 21, 2025 (GLOBE NEWSWIRE) - Wag! Group Co. (the “Company” or “Wag!”; Nasdaq: PET), which strives to be the number o

Second Consent and Waiver to the Financing Agreement, by and between Wag! Group Co. and Retriever, LLC, dated July 20, 2025.

SECOND CONSENT AND WAIVER TO FINANCING AGREEMENT This SECOND CONSENT AND WAIVER TO FINANCING AGREEMENT (this “Second Consent and Waiver”), dated as of July 20, 2025 (the “Effective Date”), is entered into by and among Wag! Group Co.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership

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): July 20, 2025 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numbe

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: WAG! GROUP CO.

MWI - Furscription Asset Purchase Agreement.

FINAL FORM STRICTLY CONFIDENTIAL ASSET PURCHASE AGREEMENT1 by and among MWI VETERINARY SUPPLY CO.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): July 14, 2025 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numbe

Amendment No.3 to Financing Agreement, dated July 8, 2025.

AMENDMENT NO. 3 TO FINANCING AGREEMENT This AMENDMENT NO. 3 TO FINANCING AGREEMENT (this “Amendment No. 3”), effective as of June 4, 2025 (“Effective Date”), is entered into by and among Wag! Group Co., a Delaware corporation (the “Parent”), Wag Labs, Inc., a Delaware corporation (the “Borrower”), the other Guarantors party hereto (together with the Parent, each a “Guarantor” and collectively, the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): July 8, 2025 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Number

Submission of Matters to a Vote of Security Holders

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): June 13, 2025 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numbe

Wag! Reports First Quarter 2025 Results

Exhibit 99.1 Wag! Reports First Quarter 2025 Results SAN FRANCISCO – (BUSINESS WIRE) – May 12, 2025 – Wag! Group Co. (the “Company” or “Wag!”; Nasdaq: PET), which strives to be the number one platform to solve the service, product, and wellness needs of the modern U.S. pet household, today announced financial results for the first quarter ended March 31, 2025. First Quarter 2025 Highlights: •Reven

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ 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 Wag! Grou

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 2025 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Definitive Proxy State

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): April 11, 2025 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numb

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 4, 2025 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numbe

Amendment No.1 to Financing Agreement, by and between Wag! Group Co., Blue Torch Finance LLC, as Collateral Agent and Administrative Agent, and other parties thereto, dated April 4, 2025.

Execution Version 1 AMENDMENT NO. 1 TO FINANCING AGREEMENT This AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Agreement”), dated as of April 4, 2025, is entered into by and among Wag! Group Co., a Delaware corporation (the “Parent”), Wag Labs, Inc., a Delaware corporation (the “Borrower”), the other Guarantors party hereto, the lenders party hereto (each a “Lender” and collectively, the “Lenders”)

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): March 28, 2025 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 24, 2025 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numb

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF WAG! GROUP CO. As of December 31, 2024 Subsidiaries State or other jurisdiction of incorporation or organization Compare Pet Insurance Services, Inc. Delaware, USA Furmacy, Inc. Delaware, USA Pawsome, LLC Delaware, USA Wag Labs, Inc. Delaware, USA Wag Wellness, Inc. Delaware, USA 1

rading Policy

Exhibit 19.1 Wag! Group Co. Securities Trading Policy Executive Summary Wag! Group Co. and its subsidiaries (collectively, the “Company” or “Wag!”) are committed to full compliance with U.S. federal and state securities laws (collectively, the “Securities Laws”). Members of the Board of Directors, officers and employees of the Company (collectively, “Wag! Associates”) must comply with all applicab

Wag! Reports Fourth Quarter and Full Year 2024 Results; Announces Review of Strategic Alternatives to Maximize Shareholder Value

Exhibit 99.1 Wag! Reports Fourth Quarter and Full Year 2024 Results; Announces Review of Strategic Alternatives to Maximize Shareholder Value SAN FRANCISCO – (BUSINESS WIRE) – March 24, 2025 – Wag! Group Co. (the “Company” or “Wag!”; Nasdaq: PET), which strives to be the number one platform to solve the service, product, and wellness needs of the modern U.S. pet household, today announced financia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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, 2024 or ☐ 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 Wag! Group Co.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): January 14, 2025 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ 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 Wag!

Wag! Reports Third Quarter 2024 Results

Exhibit 99.1 Wag! Reports Third Quarter 2024 Results SAN FRANCISCO – (BUSINESS WIRE) – November 13, 2024 – Wag! Group Co. (the “Company” or “Wag!”; Nasdaq: PET), which strives to be the number one platform to solve the service, product, and wellness needs of the modern U.S. pet household, today announced financial results for the third quarter ended September 30, 2024. Third Quarter 2024 Highlight

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 13, 2024 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File N

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): September 24, 2024 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File

Wag! Reports Second Quarter 2024 Results Quarterly Net Loss of $2.3 Million Achieved Record Quarterly Adjusted EBITDA of $1.6 Million

Exhibit 99.1 Wag! Reports Second Quarter 2024 Results Quarterly Net Loss of $2.3 Million Achieved Record Quarterly Adjusted EBITDA of $1.6 Million SAN FRANCISCO – (BUSINESS WIRE) – August 07, 2024 – Wag! Group Co. (the “Company” or “Wag!”; Nasdaq: PET), which strives to be the number one platform to solve the service, product, and wellness needs of the modern U.S. pet household, today announced fi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 7, 2024 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ 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 Wag! Group

Underwriting Agreement dated July 17, 2024

Exhibit 1.1 7,407,407 SHARES OF COMMON STOCK WAG! GROUP CO. UNDERWRITING AGREEMENT July 17, 2024 Craig-Hallum Capital Group LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402 Ladies and Gentlemen: The undersigned, Wag! Group Co., a company incorporated under the laws of Delaware (collectively with

7,407,407 Shares Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274374 PROSPECTUS SUPPLEMENT (to Prospectus dated September 13, 2023) 7,407,407 Shares Common Stock We are offering 7,407,407 shares of our common stock in this offering. Our common stock is listed on the Nasdaq Global Market under the symbol “PET.” On July 16, 2024, the last reported sale price of our common stock on the Nasdaq Global Market w

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): July 17, 2024 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numbe

SUBJECT TO COMPLETION, DATED JULY 16, 2024

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274374 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to the securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to

Wag! Announces Preliminary Second Quarter 2024 Results and Updates Financial Guidance for Full Year 2024 Preliminary Net Loss in Range of $2.2 million to $2.4 million Generates Record Quarterly Adjusted EBITDA

Exhibit 99.1 Wag! Announces Preliminary Second Quarter 2024 Results and Updates Financial Guidance for Full Year 2024 Preliminary Net Loss in Range of $2.2 million to $2.4 million Generates Record Quarterly Adjusted EBITDA SAN FRANCISCO – July 10, 2024 (BUSINESS WIRE) – Wag! Group Co. (the “Company” or “Wag!”; Nasdaq: PET), which strives to be the number one platform to solve the service, product,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 10, 2024 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numbe

Restated Certificate of Incorporation of Wag! Group Co.

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF WAG! GROUP CO. Wag! Group Co., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows. The current name of the corporation is Wag! Group Co. (the “Corporation”). The Corporation was incorporated under its current name by the filing of its original Certifica

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 29, 2024 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Number

Wag! Reports Record First Quarter 2024 Results Achieved Record Quarterly Revenue Achieved Record Platform Participants Achieved Positive Operating Cash Flow Paid Down $5 Million of Debt Principal

Exhibit 99.1 Wag! Reports Record First Quarter 2024 Results Achieved Record Quarterly Revenue Achieved Record Platform Participants Achieved Positive Operating Cash Flow Paid Down $5 Million of Debt Principal SAN FRANCISCO – May 09, 2024 (BUSINESS WIRE) – Wag! Group Co. (the “Company” or “Wag!”; Nasdaq: PET), which strives to be the number one platform to solve the service, product, and wellness n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ 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 Wag! Grou

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): May 9, 2024 Wag! Group Co. (Exact

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): May 9, 2024 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Defin

Calculation of Filing Fee Tables

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Wag! Group Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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, 2023 or ☐ 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 Wag! Group Co.

As filed with the U.S. Securities and Exchange Commission on March 20, 2024

As filed with the U.S. Securities and Exchange Commission on March 20, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 88-3590180 (State or other jurisdiction of incorporation or organization) (I.R.S. Empl

Description of Securities

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of the securities of Wag! Group Co. (“Wag!,” “we,” “us,” and “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description al

ubsidiaries of the Registra

Exhibit 21.1 SUBSIDIARIES OF WAG! GROUP CO. As of December 31, 2023 Subsidiaries State or other jurisdiction of incorporation or organization Compare Pet Insurance Services, Inc. Delaware, USA Furmacy, Inc. Delaware, USA Pawsome, Inc. Delaware, USA Rowlo Woof Limited United Kingdom Wag Labs, Inc. Delaware, USA Wag Wellness, Inc. Delaware, USA 1

Wag! Group Co. 2022 Omnibus Incentive Plan

Exhibit 10.6 WAG! GROUP CO. 2022 OMNIBUS INCENTIVE PLAN 1. Purposes of the Plan. The purpose of this 2022 Omnibus Incentive Plan is to advance the interests of the Company and its stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make contributions to the Company and by providing those persons with an opportunity to acquire a proprietary in

Wag! Group Co. 2022 Employee Stock Purchase Plan

Exhibit 10.7 WAG! GROUP CO. 2022 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The Company, by means of the Plan, seeks to retain the services of Eligible Employees of the Company and its Designated Companies, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Designated Corporations, in each case

ously Awarded Compensation Re

Exhibit 97.1 WAG! GROUP CO. ERRONEOUSLY AWARDED COMPENSATION RECOVERY POLICY The Board of Directors (the “Board”) of Wag! Group Co. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 10. 1. Person

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): March 4, 2024 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numbe

Corrected Certificate of Incorporation of Wag! Group Co.

Exhibit 3.1 CORRECTED CERTIFICATE OF INCORPORATION OF WAG! GROUP CO. Wag! Group Co., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1.The Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on August 5, 2022, and the Certifi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 14, 2024 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File N

Wag! Reports Record Fourth Quarter and Preliminary Full Year 2023 Results Record Q4 Revenues of $21.7 Million, Up 27% Year-over-Year Record Annual Revenues of $83.9 Million, Up 53% Year-over-Year Positive Annual Adjusted EBITDA of $0.7 Million Board

Exhibit 99.1 Wag! Reports Record Fourth Quarter and Preliminary Full Year 2023 Results Record Q4 Revenues of $21.7 Million, Up 27% Year-over-Year Record Annual Revenues of $83.9 Million, Up 53% Year-over-Year Positive Annual Adjusted EBITDA of $0.7 Million Board Approves Up to $10 Million Debt Pay Down Management Announces 2024 Guidance and Longer Term Outlook SAN FRANCISCO – February 14, 2024 (BU

CHWA / CHW Acquisition Corp / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2) Wag! Group Co. (f/k/a CHW Acquisition Corporation) (Name of Issuer) ordinary shares, $0.0001 par value (Title of Class of Securities) G2254A

US93042P1093 / WAG GROUP CO / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Wag! Group Co. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 93042P109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the Appropriate b

US93042P1093 / WAG GROUP CO / SherpaVentures Fund II, LP - SC 13G/A Passive Investment

SC 13G/A 1 tm245429d16sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Wag! Group Co. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 93042P109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check th

US93042P1093 / WAG GROUP CO / Flint Ridge Capital LLC Passive Investment

SC 13G/A 1 pet13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Wag! Group Co. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 93042P109 (CUSIP Number) November 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ 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 Wag!

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 8, 2023 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Nu

Wag! Reports Record Third Quarter 2023 Results Highest Revenue Quarter in Company History Highest Adjusted EBITDA in Company History Company Achieves 5% Adjusted EBITDA Margin, Increase of 318% YoY

Exhibit 99.1 Wag! Reports Record Third Quarter 2023 Results Highest Revenue Quarter in Company History Highest Adjusted EBITDA in Company History Company Achieves 5% Adjusted EBITDA Margin, Increase of 318% YoY SAN FRANCISCO – November 08, 2023 (BUSINESS WIRE) – Wag! Group Co. (the “Company” or “Wag!”; Nasdaq: PET), which strives to be the #1 platform for busy Pet Parents, offering on-demand acces

Common Stock Preferred Stock Debt Securities Purchase Contracts Offered by Wag! Group Co. Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 29,554,343 Shares of Common Stock Up to 3,695,564 Warrants to Purchase Common S

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-274374 PROSPECTUS $50,000,000 Common Stock Preferred Stock Debt Securities Warrants Purchase Contracts Units Offered by Wag! Group Co. and Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants and Up to 29,554,343 Shares of Common Stock Up to 3,695,564 Warrants to Purchase Common Stock Offered by Selling S

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): September 7, 2023 Wag! Group Co.

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): September 7, 2023 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File N

Letter from BDO USA, P.C. to the Securities and Exchange Commission dated September

Exhibit 16.1 Tel: 415-397-7900 One Bush Street Suite 1800 Fax: 415-397-2161 San Francisco, CA 94104 www.bdo.com September 11, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on September 7, 2023, to be filed by our former client, Wag! Group Co. We agree with the

* * * *

55 Francisco St. Suite 360 San Francisco, California 94133 September 11, 2023 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Wag! Group Co. Registration Statement on Form S-3 Filed September 6, 2023 Registration No. 333-274374 To whom it may concern: Pursuant to Rule 461 under the S

As filed with the U.S. Securities and Exchange Commission on September 6, 2023.

Table of Contents As filed with the U.S. Securities and Exchange Commission on September 6, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WAG! GROUP CO. (Exact name of registrant as specified in its charter) Delaware 88-3590180 (State or other jurisdiction of incorporation or orga

orm of Indenture

Exhibit 4.6 WAG! GROUP CO. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 4 Section 1.3. Incorporation by Reference of Trust Indenture Act. 5 Section 1.4. Rules of Construction. 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series. 5 Section 2.2. Establishment

iling Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Registration Statement on Form S-3 (Form Type) Wag! Group Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ 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 Wag! Group

Up to 13,505,461 Shares of Common Stock Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 3,695,564 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267405 Prospectus Supplement No. 2 (To the Prospectus dated May 8, 2023) Up to 13,505,461 Shares of Common Stock Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 3,695,564 Warrants to Purchase Common Stock This prospectus supplement updates and supplements the prospectus dated May 8, 2023 (the “Prospectus”), whic

Wag! Reports Record Second Quarter 2023 Results Highest Service Revenue Quarter To Date First Quarter of Adjusted EBITDA Profitability Raises Previously Announced 2023 Full Year Adjusted EBITDA Guidance

Exhibit 99.1 Wag! Reports Record Second Quarter 2023 Results Highest Service Revenue Quarter To Date First Quarter of Adjusted EBITDA Profitability Raises Previously Announced 2023 Full Year Adjusted EBITDA Guidance SAN FRANCISCO, August 08, 2023 (BUSINESS WIRE) – Wag! Group Co. (the “Company” or “Wag!”; Nasdaq: PET), which strives to be the #1 platform for busy Pet Parents, offering on-demand acc

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2023 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numb

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): June 16, 2023 Wag! Group Co. (Exa

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): June 16, 2023 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numbe

US93042P1093 / WAG GROUP CO / Flint Ridge Partners Lp Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Wag! Group Co. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 93042P109 (CUSIP Number) May 12, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Up to 13,505,461 Shares of Common Stock Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 3,695,564 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267405 Prospectus Supplement No. 1 (To the Prospectus dated May 8, 2023) Up to 13,505,461 Shares of Common Stock Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 3,695,564 Warrants to Purchase Common Stock This prospectus supplement updates and supplements the prospectus dated May 8, 2023 (the “Prospectus”), whic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o 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 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2023 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Number)

Wag! Reports Record First Quarter 2023 Results Record First Quarter Results -- Highest Quarterly Revenue to Date Raises Previously Announced 2023 Full Year Guidance Forecasting Adjusted EBITDA profitability in 2023

Exhibit 99.1 Wag! Reports Record First Quarter 2023 Results Record First Quarter Results - Highest Quarterly Revenue to Date Raises Previously Announced 2023 Full Year Guidance Forecasting Adjusted EBITDA profitability in 2023 SAN FRANCISCO, May 09, 2023 (BUSINESS WIRE) - Wag! Group Co. (the "Company” or “Wag!”; Nasdaq: PET), which strives to be the #1 platform for busy Pet Parents, offering on-de

Up to 13,505,461 Shares of Common Stock Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 3,695,564 Warrants to Purchase Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267405 PROSPECTUS Up to 13,505,461 Shares of Common Stock Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 3,695,564 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of an aggregate of up to 16,395,564 shares of our common stock, $0.0001 par value per share (the “c

As filed with the U.S. Securities and Exchange Commission on May 3, 2023.

Table of Contents As filed with the U.S. Securities and Exchange Commission on May 3, 2023. Registration No. 333-267405 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WAG! GROUP CO. (Exact name of registrant as specified in its charter) Delaware 7389 88-3590180 (State or othe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). Definitive Pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

As filed with the U.S. Securities and Exchange Commission on March 31, 2023.

As filed with the U.S. Securities and Exchange Commission on March 31, 2023. Registration No. 333-267405 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WAG! GROUP CO. (Exact name of registrant as specified in its charter) Delaware 7389 88-3590180 (State or other jurisdiction

Up to 13,801,993 Shares of Common Stock Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 3,895,564 Warrants to Purchase Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267405 PROSPECTUS SUPPLEMENT NO. 2 (To the Prospectus dated November 7, 2022) Up to 13,801,993 Shares of Common Stock Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 3,895,564 Warrants to Purchase Common Stock This prospectus supplement updates and supplements the prospectus, dated November 7,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o 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 001-04321 WAG! GROUP CO.

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): March 13, 2023 Wag! Group Co. (Ex

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): March 13, 2023 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 21, 2023 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File N

Wag! Reports Record Fourth Quarter and Full Year 2022 Financial Results Record Fourth Quarter Results, Highest Quarterly Revenue to Date Raises Previously Announced 2023 Full Year Guidance for Both Revenue and Adjusted EBITDA

Exhibit 99.1 Wag! Reports Record Fourth Quarter and Full Year 2022 Financial Results Record Fourth Quarter Results, Highest Quarterly Revenue to Date Raises Previously Announced 2023 Full Year Guidance for Both Revenue and Adjusted EBITDA SAN FRANCISCO, Feb. 21, 2023 (BUSINESS WIRE) - Wag! Group Co. (the "Company” or “Wag!”; Nasdaq: PET), which strives to be the #1 platform for busy Pet Parents, o

US93042P1093 / WAG GROUP CO / Freestyle Capital Opportunity Fund, L.P. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

AGREEMENT

EXHIBIT A AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of WAG! Group Co.

US93042P1093 / WAG GROUP CO / Corbin Capital Partners, L.P. Passive Investment

SC 13G/A 1 ff172071413ga-wagscorbin.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Wag! Group Co. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 93042P109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the

US93042P1093 / WAG GROUP CO / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Wag! Group Co. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 93042P109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the Appropriate b

US93042P1093 / WAG GROUP CO / Tenaya Capital VII, LP - SC 13G Passive Investment

SC 13G 1 tm235858d5sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Wag! Group Co. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 93042P 10 9 (CUSIP Number) August 9, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp

US93042P1093 / WAG GROUP CO / ATW SPAC MANAGEMENT LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Wag! Group Co. (f/k/a CHW Acquisition Corp.) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 93042P109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Chec

US93042P1093 / WAG GROUP CO / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d396471dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Wag! Group Co (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 93042P109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the ap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Wag! Group Co. (f/k/a CHW Acquisition Corp.) (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of

EX-1 2 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Wag! Group Co. (f/k/a CHW Acquisition Corp.) (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) 93042P109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check th

CHWA / CHW Acquisition Corp / TENOR CAPITAL MANAGEMENT Co., L.P. Passive Investment

SC 13G/A 1 ex1.htm Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Ordinary Shares, held in the form of Units, of Wag! Group Co. (f/k/a CHW Acquisition Corp.), beneficially owned by them, together with any or all amend

KYG2254A1094 / CHW Acquisition Corp. / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Wag! Group Co. (f/k/a CHW Acquisition Corp.) (Name of Issuer) Ordinary shares, $0.0001 par value per share (Title of Class of Securities) G2254A109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this St

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): January 5, 2023 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Num

Wag! Completes Acquisition of Dog Food Advisor

Exhibit 99.1 Wag! Completes Acquisition of Dog Food Advisor SAN FRANCISCO, Jan. 05, 2023 (BUSINESS WIRE) - Wag! Group Co. (the "Company? or ?Wag!?; Nasdaq: PET), which strives to be the #1 platform for busy pet parents, offering on-demand access to 5-star pet care, pet insurance options, and expert pet advice, today announced the successful completion of its acquisition of Dog Food Advisor assets

as Buyer, and Clicks and Traffic LLC, as Seller.

EX-10.1 2 ex101dfa-assetpurchaseag.htm EX-10.1 ASSET PURCHASE AGREEMENT between Clicks and Traffic LLC and Wag Labs, Inc. dated as of December 16, 2022 “ Doc ID: 44e0d9fa83419719fbe292b4cf447138266eaef5b 12544ce29f1d40 7 341c b807a3a676f380be 2 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") dated as of December 16, 2022, is entered into between Clicks and Traffic LLC, a

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File N

CONFIDENTIAL Wag.co TRANSACTION ANNOUNCEMENT January 3, 2023 2 Pet Food & Treats Pet Food Pet Treats Wellness 24/7 Expert Vet Advice Compare Pet Insurance Wellness Plans Services Walking Drop-In Sitting Boarding Training Wag! Premium ● 10% Off All Se

EX-99.2 4 ex992wagxdfa-announcemen.htm EX-99.2 CONFIDENTIAL Wag.co TRANSACTION ANNOUNCEMENT January 3, 2023 2 Pet Food & Treats Pet Food Pet Treats Wellness 24/7 Expert Vet Advice Compare Pet Insurance Wellness Plans Services Walking Drop-In Sitting Boarding Training Wag! Premium ● 10% Off All Services ● Exclusive Benefits Center ● 24/7 VIP Support 2 2023 Platform Expansion Entering $50B Pet Food

Wag! Announces Agreement to Acquire Dog Food Advisor, a Leading Pet Food Marketplace

EX-99.1 3 ex991pressrelease.htm EX-99.1 Exhibit 99.1 Wag! Announces Agreement to Acquire Dog Food Advisor, a Leading Pet Food Marketplace SAN FRANCISCO, Jan. 03, 2023 (BUSINESS WIRE) - Wag! Group Co. (the "Company” or “Wag!”; Nasdaq: PET), which strives to be the #1 platform for busy pet parents, offering on-demand access to 5-star pet care, pet insurance options, and expert pet advice, entered in

Filing Fee Table

EX-FILING FEES 2 exhibit107.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Wag! Group Co. (Exact name of registrant as specified in its charter) Table 1 - Newly Registered Securities Security Type Title of Securities To Be Registered Fee Calculation Rule Amount To Be Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee R

As filed with the Securities and Exchange Commission on November 30, 2022

As filed with the Securities and Exchange Commission on November 30, 2022 Registration No.

Form of Restricted Stock Unit Grant Notice and Grant Agreement under the Wag! Group Co. 2022 Omnibus Incentive Plan

EX-99.2 6 exhibit992-grantnoticeanda.htm EX-99.2 Exhibit 99.2 Wag! Group Co. 2022 Omnibus Incentive Plan Restricted Stock Unit Grant Notice Wag! Group Co., a Delaware corporation (the “Company”), pursuant to the Wag! Group Co. 2022 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), has granted to the participant set forth below (the “Participant”), as of the date set forth b

Up to 13,801,993 Shares of Common Stock Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 3,895,564 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267405 PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus dated November 7, 2022) Up to 13,801,993 Shares of Common Stock Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 3,895,564 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated November 7, 2022 (the “Prospectus”), which

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Wag! Reports Third Quarter 2022 Financial Results

Exhibit 99.1 Wag! Reports Third Quarter 2022 Financial Results November 10, 2022 Delivers Record Revenue Growth and Significant Margin Improvement Raises 2022 Full Year Guidance for both Revenue and Adjusted EBITDA SAN FRANCISCO, Nov. 10, 2022 (BUSINESS WIRE) - Wag! Group Co. (the "Company? or ?Wag!?; Nasdaq: PET), which strives to be the #1 platform for busy pet parents, offering on-demand access

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 10, 2022 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File N

Up to 13,801,993 Shares of Common Stock Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 3,895,564 Warrants to Purchase Common Stock

TABLE OF CONTENTS   Filed Pursuant to Rule 424(b)(3)  Registration No. 333-267405 PROSPECTUS Up to 13,801,993 Shares of Common Stock Up to 16,395,564 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 3,895,564 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of an aggregate of (i) up to 16,395,564 shares of our common stock, $0.0001 par value per share

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 3, 2022 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Nu

Amendment to Forward Share Purchase Agreement, dated November 1, 2022 by and between the Company and MMCAP International Inc. SPC

EX-10.1 2 mmcapfpaamendmentex101.htm EX-10.1 Exhibit 10.1 AMENDMENT TO FORWARD PURCHASE SHARE AGREEMENT THIS AMENDMENT, dated as of November 1, 2022 (this “Amendment”), to that certain forward share purchase agreement (the “Forward Share Purchase Agreement”), dated as of August 5, 2022, by and between Wag! Group Co., a Delaware corporation (“Company”) and MMCAP International Inc. SPC (“Investor”).

Wag! Group Co. 55 Francisco Street, Suite 360 San Francisco, California 94133

Wag! Group Co. 55 Francisco Street, Suite 360 San Francisco, California 94133 November 2, 2022 VIA EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Wag! Group Co. (the ?Company?) Registration Statement on Form S-1, as amended (File No. 333-267405) (the ?Registration Statement?) Ladies and Gentlemen: T

As filed with the U.S. Securities and Exchange Commission on October 28, 2022.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 28, 2022. Registration No. 333-267405 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WAG! GROUP CO. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpor

As filed with the U.S. Securities and Exchange Commission on October 14, 2022.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 14, 2022. Registration No. 333-267405 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WAG! GROUP CO. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpor

October 14, 2022

October 14, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Nicholas Nalbantian, Staff Attorney Attn: Dietrich King, Staff Attorney Dear Mr. Nalbantian and Mr. King: Wag! Group Co., a Delaware corporation (the ?Company,? ?Wag!?, ?we,? ?our? or ?us?), hereby transmits the Company?s response to the co

Form of Wag! Group Co. Director Offer Letter

EX-10.12 5 pet-20211231xex10d12.htm EXHIBIT 10.12 Exhibit 10.12 WAG LABS, INC. Attention: Re:Wag! Group Co. Board of Directors Dear : I am very pleased to confirm our offer for you to join the Board of Directors (“Board”) of Wag! Group Co., which will be a Delaware corporation (“Wag”), subject to formal appointment and closing of the de-SPAC. We are all very enthusiastic about you joining the Boar

As filed with the U.S. Securities and Exchange Commission on September 13, 2022.

Table of Contents ? As filed with the U.S. Securities and Exchange Commission on September 13, 2022. Registration No. 333- ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WAG! GROUP CO. (Exact name of registrant as specified in its charter) Delaware 7389 88-3590180 (State or other jurisdiction of incorpo

Form of Wag Labs, Inc. Executive Offer Letter

Exhibit 10.14 WAG LABS, INC. Dear , Wag Labs, Inc. (the “Company”) is pleased to offer you employment on the following [amended] terms. [This letter agreement (this “Letter”) amends and replaces in its entirety the offer letter between you and the Company dated , as amended]. 1.Position; Work Location. Effective as of , your title will be , and you will report to the [[Company’s Board of Directors

Form of Wag Labs, Inc. Earnout Letter

? Exhibit 10.13 ? By Electronic Delivery ? Dear [Name]: ? As you may know, Wag Labs, Inc. (the ?Company?) entered into that certain Business Combination Agreement by and among CHW Acquisition Corporation (?SPAC)? and CHW Merger Sub Inc. (?Merger Sub?) on February 2, 2022 (the ?Business Combination Agreement?), pursuant to which SPAC will domesticate as a Delaware corporation under the name Wag! Gr

Form of 2014 Equity Plan Stock Option Grant Notice and Agreement (Installment Exercise) of Wag Labs, Inc.

Exhibit 10.17 WAG LABS, INC. 2014 STOCK PLAN NOTICE OF STOCK OPTION GRANT (INSTALLMENT EXERCISE) The Optionee has been granted the following option to purchase shares of the Common Stock of Wag Labs, Inc.: ? Name of Optionee: ?Name? ? ? ? Total Number of Shares: ? ?TotalShares? ? ? ? Type of Option: ? ?ISO? Incentive Stock Option (ISO) ? ?NSO? Nonstatutory Stock Option (NSO) ? ? ? Exercise Price p

2014 Equity Plan of Wag Labs, Inc.

Exhibit 10.16 WAG LABS, INC. 2014 STOCK PLAN ADOPTED ON NOVEMBER 02, 2014 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a)Committees of the Board of Directors 1 (b)Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY 1 (a)General Rule 1 (b)Ten-Percent Stockholders 1 SECTION 4. STOCK SUBJECT TO PLAN 2 (a)Basic Limitation 2 (b)Additional Shares 2

2020 Management Carve-out Bonus Plan of Wag Labs, Inc.

EX-10.15 8 pet-20211231xex10d15.htm EXHIBIT 10.15 Exhibit 10.15 WAG LABS, INC. 2020 MANAGEMENT CARVE-OUT BONUS PLAN This 2020 Management Carve-Out Bonus Plan (the “Plan”) is established by Wag Labs, Inc., a Delaware corporation (the “Company”), effective as of the Effective Date. 1. PURPOSE The purpose of the Plan is to induce Participants to remain with the Company, enhance the Company’s value, a

Specimen Warrant Certificate

EX-4.3 3 pet-20211231xex4d3.htm EXHIBIT-4.3 Exhibit 4.3 Form of Public Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CHW ACQUISITION CORPORATION Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifie

Specimen Common Stock Certificate

Exhibit 4.2 Wag! Group Co.SHARESNUMBER INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP999999ZZ9$0.0001 PAR VALUE COMMON STOCKCOMMON STOCKTHIS CERTIFIES THAT*SPECIMEN *Is The Owner ofFULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OFWag! Group Co.Transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of thisCertificate properly endorsed.

Form of 2014 Equity Plan Stock Option Grant Notice and Agreement (Early Exercise) of Wag Labs, Inc.

Exhibit 10.18 WAG LABS, INC. 2014 STOCK PLAN NOTICE OF STOCK OPTION GRANT (EARLY EXERCISE) The Optionee has been granted the following option to purchase shares of the Common Stock of Wag Labs, Inc.: ? Name of Optionee: ?Name? Total Number of Shares: ? ?TotalShares? Type of Option: ? ?ISO?Incentive Stock Option (ISO) ?NSO?Nonstatutory Stock Option (NSO) Exercise Price per Share: ? $?PricePerShare?

Filing Fee Table

EX-FILING FEES 15 pet-20211231xexfilingfees.htm EX-FILING FEES Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables S-1 (Form Type) Wag! Group Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit

Form of 2014 Equity Plan Restricted Stock Unit Grant Notice and Agreement of Wag Labs, Inc.

EX-10.19 12 pet-20211231xex10d19.htm EXHIBIT 10.19 Exhibit 10.19 WAG LABS, INC. 2014 STOCK PLAN RESTRICTED STOCK UNIT AWARD NOTICE Wag Labs, Inc. (the “Company”) has granted to you an award of Shares wherein the Shares that vest will be issued to you shortly after the vesting date (such award, a “Restricted Stock Unit Award” or “Award”). Each “RSU” granted under this Award represents the right to

Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 4.4).

Exhibit 4.4 ? ? ? D: +1 212 225 2704 [email protected] ? ? ? ? September 13, 2022 Wag! Group Co. ? 55 Francisco Street, Suite 360 ? San Francisco, CA 94133 ? ? Ladies and Gentlemen: ? We have acted as counsel to Wag! Group Co., a Delaware corporation (the ?Company?), with respect to certain matters in connection with the filing by the Company of a registration statement on Form S-1 (the ?Registr

Wag!’s Second Quarter Results Drive Outperformance as it begins trading on the NASDAQ under the ticker PET Revenue Increased 256% Year Over Year in Second Quarter 2022, Including Significant Adjusted EBITDA Improvement Increases Full Year 2022 Guidan

EX-99.1 2 tm2224875d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wag! Announces Record Second Quarter 2022 Results, Exceeds Initial Revenue and Adjusted EBITDA Guidance August 16, 2022 Wag!’s Second Quarter Results Drive Outperformance as it begins trading on the NASDAQ under the ticker PET Revenue Increased 256% Year Over Year in Second Quarter 2022, Including Significant Adjusted EBITDA Improvement Inc

Wag! Group Co.

Exhibit 99.2 ?Corrected Transcript 16-Aug-2022 Wag! Group Co. (PET) Q2 2022 Earnings Call Total Pages: 15 1-877-FACTSET www.callstreet.com Copyright ? 2001-2022 FactSet CallStreet, LLC Wag! Group Co. (PET) Corrected Transcript Q2 2022 Earnings Call 16-Aug-2022 CORPORATE PARTICIPANTS Garrett Smallwood Alec Davidian Chief Executive Officer & Chairman, Wag! Group Co. Chief Financial Officer, Wag! Gro

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 16, 2022 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Num

Joint Filing Agreement

Exhibit 99.1 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Wag! Group Co. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Dated: August 19, 2022 BATTERY VENTURES XI-A, L.P. By: /s/ Christopher Schiavo Name: Christopher

CHWA / CHW Acquisition Corp / Battery Ventures XI-A, L.P. - SC 13D Activist Investment

SC 13D 1 tm2224162d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Wag! Group Co. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 93042P109 (CUSIP Number) Lizette Pérez-Deisboeck Battery Ventures One Marina Park Drive, Suite 1100 Boston, MA 02

CHWA / CHW Acquisition Corp / SherpaVentures Fund II, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Wag! Group Co. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 93042P109 (CUSIP Number) August 9, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

Joint Filing Agreement

Exhibit 99.1 EXHIBIT A JOINT FILING AGREEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Wag! Group Co. is filed on behalf of each of us. Dated: August 19, 2022 SherpaVentures Fund II, LP By: SherpaVentures Fund II GP, LLC its General Partner By: /s/ Scott Stanford Name: Scott Stanford Title: Managing

Joint Filing Agreement

EX-99.1 Exhibit 1 CUSIP No. 93042P109 13G Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Wag! Group Co. EXECUTED this 17th day of August, 2022. GENERAL CATALYST GR

CHWA / CHW Acquisition Corp / General Catalyst Group Management Holdings GP, LLC - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Wag! Group Co. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 93042P109

Bylaws of Wag! Group Co.

Exhibit 3.2 BYLAWS OF Wag! Group Co. (A DELAWARE CORPORATION) ARTICLE I Offices Section 1.????????????Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the Certificate of Incorporation of the corporation, as the same may be amended or restated from time to time (the ?Certificate of Incorporation?). Section 2.????????????Other Offices. The

Letter from Marcum LLP

EX-16.1 11 tm2221514d1ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 August 15, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Wag! Group Co. (formerly CHW Acquisition Corporation) under Item 4.01 of its Form 8-K dated August 9, 2022. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position

Subsidiaries of Wag! Group Co.

Exhibit 21.1 Subsidiaries of Wag! Group Co. Wag Labs, Inc. Compare Pet Insurance Services, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40764

Form of Indemnification Agreement of Wag! Group Co.

Exhibit 10.11 WAG! GROUP CO. FORM OF INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this ?Agreement?) is dated as of August , 2022 and is between Wag! Group Co., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporations or i

Financing Agreement, dated August 9, 2022, between Blue Torch Finance, LLC and Wag! Group Co. and the other parties signatories thereto.

Exhibit 10.6 Execution Version FINANCING AGREEMENT Dated as of August 9, 2022 by and among WAG! GROUP CO., as Parent, CHW MERGER SUB, INC. (to be merged with and into Wag Labs, Inc.) as Borrower, PARENT AND EACH SUBSIDIARY OF THE BORROWER LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and BLUE TORCH FINANCE, LLC, as Admin

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the ?Form 8-K?). The following unaudited Pro Forma Condensed Combined Financial Information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Releas

Wag! Announces Closing of Business Combination with CHW Acquisition Corporation Wag! common stock and warrants to list on the Nasdaq under the symbols “PET” and “PETWW” on August 10, 2022

Exhibit 99.1 FOR IMMEDIATE RELEASE Wag! Announces Closing of Business Combination with CHW Acquisition Corporation Wag! common stock and warrants to list on the Nasdaq under the symbols ?PET? and ?PETWW? on August 10, 2022 San Francisco ? August 9, 2022 ? Wag Labs, Inc. (?Wag!? or the ?Company?), an American pet services marketplace company powering a mobile-first technology platform that enables

Wag! Group Co. 2022 Omnibus Incentive Plan.

Exhibit 10.9 WAG! GROUP CO. 2022 OMNIBUS INCENTIVE PLAN 1. Purposes of the Plan. The purpose of this 2022 Omnibus Incentive Plan is to advance the interests of the Company and its stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make contributions to the Company and by providing those persons with an opportunity to acquire a proprietary in

Security Agreement, dated August 9, 2022, between Blue Torch Finance, LLC and Wag! Group Co. and the other parties signatories thereto.

Exhibit 10.8 Execution Version PLEDGE AND SECURITY AGREEMENT Dated as of August 9, 2022 by and among WAG! GROUP CO., as Parent, CHW MERGER SUB INC. (to be merged with and into Wag Labs, Inc.) as Borrower, AND EACH SUBSIDIARY OF THE PARENT LISTED AS A GRANTOR ON THE SIGNATURE PAGES HERETO, and BLUE TORCH FINANCE, LLC, as Collateral Agent TABLE OF CONTENTS Section 1. Definitions 5 Section 2. Grant o

Warrant Agreement, dated August 9, 2022, between Blue Torch Capital LLC and Wag! Group Co.

Exhibit 10.7 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of August 9, 2022, is by and between Wag! Group Co., a Delaware company (the ?Company?), and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the ?Warrant Agent? or also referred to herein as the ?Transfer Agent?). WHEREAS, Wag Labs, Inc., a Delaware corporation (?Wag!?), CHW Acquisition

Amended and Restated Registration Rights Agreement dated August 9, 2022, by and among Wag! Group Co. and the other parties signatories thereto.

Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 9, 2022, is made and entered into by and among Wag! Group Co. (f/k/a CHW Acquisition Corporation, a Cayman Islands exempted company), a Delaware corporation (the ?Company?), CHW Acquisition Sponsor LLC, a Delaware limited liability company (

Wag! Group Co. 2022 Employee Stock Purchase Plan.

Exhibit 10.10 WAG! GROUP CO. 2022 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The Company, by means of the Plan, seeks to retain the services of Eligible Employees of the Company and its Designated Companies, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Designated Corporations, in each cas

Certificate of Incorporation of Wag! Group Co.

EX-3.1 2 tm2221514d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “WAG! GROUP CO.” FILED IN THIS OFFICE ON THE FIFTH DAY OF AUGUST, A.D. 2022, AT 3:26 O`CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE

Wag Labs, Inc. Condensed Consolidated Balance Sheets (in thousands, except for share amounts and per share data)

Exhibit 99.2 Wag Labs, Inc. Condensed Consolidated Balance Sheets (in thousands, except for share amounts and per share data) June 30, 2022 December 31, 2021 (Unaudited) Assets Current assets: Cash and cash equivalents $ 2,438 $ 2,628 Short-term investments available for sale 6,962 2,771 Accounts receivable, net 4,492 2,638 Prepaid expenses and other current assets 3,102 3,043 Deferred offering co

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

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): August 9, 2022 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware 001-40764 88-3590180 (State or other jurisdiction of incorporation) (Commission File Numb

WAG!’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.4 WAG!?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of Legacy Wag!'s financial condition and results of operations together with our financial statements and related notes included elsewhere in this Form 8-K and CHW's final prospectus filed with the Securities and Exchange Commission (?SEC?)

Form of Forward Share Purchase Agreement.

Exhibit 10.1 FORWARD SHARE PURCHASE AGREEMENT This Forward Share Purchase Agreement (this “Agreement”) is entered into as of August 5, 2022, by and between CHW Acquisition Corporation, a Cayman Islands exempted company (“SPAC”) and [ ] (“Investor”). Each of SPAC and the Investor is individually referred to herein as a “Party” and collectively as the “Parties”). Recitals WHEREAS, SPAC is a special

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): August 8, 2022 (August 5, 2022) C

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): August 8, 2022 (August 5, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands* 001-40764 N/A (State or other jurisdiction of incorp

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 8, 2022 (August 5, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands* 001-40764 N/A (State or other jurisdiction of incorp

Form of Forward Share Purchase Agreement, dated August 5, 2022, by and between CHW and each of Milton Arbitrage Partners, LLC, MMCAP International Inc. SPC, Nautilus Master Fun, L.P., Polar Mutli-Strategy master Fund and the other parties signatories thereto.

Exhibit 10.1 FORWARD SHARE PURCHASE AGREEMENT This Forward Share Purchase Agreement (this “Agreement”) is entered into as of August 5, 2022, by and between CHW Acquisition Corporation, a Cayman Islands exempted company (“SPAC”) and [ ] (“Investor”). Each of SPAC and the Investor is individually referred to herein as a “Party” and collectively as the “Parties”). Recitals WHEREAS, SPAC is a special

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): August 1, 2022 (July 28, 2022) CH

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): August 1, 2022 (July 28, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands* 001-40764 N/A (State or other jurisdiction of incorpo

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): August 1, 2022 (July 28, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands* 001-40764 N/A (State or other jurisdiction of incorpo

CHW Acquisition Corporation Stockholders Approve Proposed Merger Transaction with Wag!

Exhibit 99.1 CHW Acquisition Corporation Stockholders Approve Proposed Merger Transaction with Wag! San Francisco – July 28, 2022 – CHW Acquisition Corporation (Nasdaq: CHWA), a publicly traded special purpose acquisition company, today announced that CHW Acquisition Corporation’s stockholders voted to approve its proposed business combination with Wag Labs, Inc. (“Wag!” or the “Company”), an Amer

CHW Acquisition Corporation Stockholders Approve Proposed Merger Transaction with Wag!

EX-99.1 2 tm2221514d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CHW Acquisition Corporation Stockholders Approve Proposed Merger Transaction with Wag! San Francisco – July 28, 2022 – CHW Acquisition Corporation (Nasdaq: CHWA), a publicly traded special purpose acquisition company, today announced that CHW Acquisition Corporation’s stockholders voted to approve its proposed business combination with Wag

Wag! to Launch Community Shares Program for Pet Caregivers and Nonprofit Pet Charities with Help of Robinhood and DonateStock First-of-its-kind stock donation program reserves Wag! common stock for eligible pet caregivers and nonprofit organizations,

EX-99.1 2 tm2221782d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wag! to Launch Community Shares Program for Pet Caregivers and Nonprofit Pet Charities with Help of Robinhood and DonateStock First-of-its-kind stock donation program reserves Wag! common stock for eligible pet caregivers and nonprofit organizations, to be distributed by Robinhood and DonateStock San Francisco, Calif. – July 25, 2022 – Wag

Wag! to Launch Community Shares Program for Pet Caregivers and Nonprofit Pet Charities with Help of Robinhood and DonateStock First-of-its-kind stock donation program reserves Wag! common stock for eligible pet caregivers and nonprofit organizations,

EX-99.1 2 tm2221782d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wag! to Launch Community Shares Program for Pet Caregivers and Nonprofit Pet Charities with Help of Robinhood and DonateStock First-of-its-kind stock donation program reserves Wag! common stock for eligible pet caregivers and nonprofit organizations, to be distributed by Robinhood and DonateStock San Francisco, Calif. – July 25, 2022 – Wag

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 25, 2022 (July 25, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorpora

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): July 25, 2022 (July 25, 2022) CHW

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): July 25, 2022 (July 25, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorpora

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 14, 2022 (July 13, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorpora

CHW Acquisition Corporation Announces Effectiveness of Registration Statement and a Special Meeting Date of July 28, 2022, in Connection with its Proposed Business Combination with Wag Labs, Inc.

EX-99.1 2 tm2221021d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CHW Acquisition Corporation Announces Effectiveness of Registration Statement and a Special Meeting Date of July 28, 2022, in Connection with its Proposed Business Combination with Wag Labs, Inc. San Francisco, Calif. – July 13, 2022 – CHW Acquisition Corporation (Nasdaq: CHWA, “CHW”), a publicly traded special purpose

CHW Acquisition Corporation Announces Effectiveness of Registration Statement and a Special Meeting Date of July 28, 2022, in Connection with its Proposed Business Combination with Wag Labs, Inc.

Exhibit 99.1 FOR IMMEDIATE RELEASE CHW Acquisition Corporation Announces Effectiveness of Registration Statement and a Special Meeting Date of July 28, 2022, in Connection with its Proposed Business Combination with Wag Labs, Inc. San Francisco, Calif. – July 13, 2022 – CHW Acquisition Corporation (Nasdaq: CHWA, “CHW”), a publicly traded special purpose acquisition company, today announced that it

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): July 14, 2022 (July 13, 2022) CHW

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): July 14, 2022 (July 13, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorpora

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF CHW ACQUISITION CORPORATION, AND PROSPECTUS FOR 69,627,500 SHARES OF COMMON STOCK AND 16,738,636 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF CHW ACQUISITION CORPORATION (AFTER IT

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-263418 ? ? PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF CHW ACQUISITION CORPORATION, AND PROSPECTUS FOR 69,627,500 SHARES OF COMMON STOCK AND 16,738,636 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF CHW ACQUISITION CORPORATION (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DEL

CHW Acquisition Corporation 2 Manhattanville Road, Suite 403 Purchase, NY 10577

CHW Acquisition Corporation 2 Manhattanville Road, Suite 403 Purchase, NY 10577 July 12, 2022 VIA EDGAR Division of Corporation Finance Office of Trade & Services U.

July 7, 2022

July 7, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Taylor Beech, Staff Attorney Attn: Dietrich King, Staff Attorney Dear Ms. Beech and Mr. King: CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “CHW”, “we,” “our” or “us”), hereby transmits the Company’s response to

As filed with the Securities and Exchange Commission on July 7, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 7, 2022.

Form of Preliminary Proxy Card. 

Exhibit 99.1 * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 VOTE ON INTERNET Go to http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log-on using the below control number. Voting will be open until 11:59 pm Eastern Time on July 27, 2022. CONTROL # VOTE BY EMAIL Mark, sign and date your proxy card and return it to [email protected] VOTE BY MAIL Mark, sign and date your pro

As filed with the Securities and Exchange Commission on June 30, 2022.

S-4/A 1 tm225794-13s4a.htm S-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 30, 2022. Registration Statement No. 333-263418 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHW Acquisition Corporation* (Exact Name of Registrant as Specified in Its Charter)

Form of Preliminary Proxy Card. 

EX-99.1 4 tm225794d14ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 VOTE ON INTERNET Go to http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log-on using the below control number. Voting will be open until 11:59 pm EST on [][], 2022. CONTROL # VOTE BY EMAIL Mark, sign and date your proxy card and return it to [email protected] VOTE BY

June 30, 2022

June 30, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Taylor Beech, Staff Attorney Attn: Dietrich King, Staff Attorney Dear Ms. Beech and Mr. King: CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we,” “our” or “us”), hereby transmits the Company’s response to the c

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): June 24, 2022 (June 21, 2022) CHW

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): June 24, 2022 (June 21, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorpora

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 24, 2022 (June 21, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorpora

Wag! Announces Promotion With Tractor Supply and Petsense Marketing promotion to offer unique mobile-first pet care benefits to animal lovers nationwide

EX-99.1 2 tm2219391d1ex99-1.htm EXHIBIT 99.1 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 compan

Wag! Announces Promotion With Tractor Supply and Petsense Marketing promotion to offer unique mobile-first pet care benefits to animal lovers nationwide

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

Wag! Survey Reveals 94% of Travelers Would Trade In Favorite Hotel Amenities for Pet-Friendly Accommodations

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 nationw

Wag! Survey Reveals 94% of Travelers Would Trade In Favorite Hotel Amenities for Pet-Friendly Accommodations

EX-99.2 3 tm2219391d1ex99-2.htm EXHIBIT 99.2 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, walkin

Form of Certificate of Incorporation of Wag! Group Co. (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex B).

S-4/A 1 tm225794-10s4a.htm S-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 22, 2022. Registration Statement No. 333-263418 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHW Acquisition Corporation* (Exact Name of Registrant as Specified in Its Charter)

June 22, 2022

June 22, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Taylor Beech, Staff Attorney Attn: Dietrich King, Staff Attorney Dear Ms. Beech and Mr. King: CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we,” “our” or “us”), hereby transmits the Company’s response to the c

As filed with the Securities and Exchange Commission on June 6, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 6, 2022.

June 6, 2022

CORRESP 1 filename1.htm June 6, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Taylor Beech, Staff Attorney Attn: Dietrich King, Staff Attorney Dear Ms. Beech and Mr. King: CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we,” “our” or “us”), hereby transmits the Comp

WAG! - Know Who Drives Return from Boardroom Alpha

EX-99.1 2 tm2217048d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 WAG! - Know Who Drives Return from Boardroom Alpha SUMMARY KEYWORDS Wag!, pet, business, people, pandemic, pets, margins, dog, parents, caregivers, platform, spec, services, happening, rover, premium, marketplace, walk, percent, q1 SPEAKERS Garrett Smallwood (CEO, WAG!), Joanna Makris (Boardroom Alpha) Joanna Makris (Boardroom Alpha) 00:03

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 26, 2022 (May 24, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorporati

WAG! - Know Who Drives Return from Boardroom Alpha

EX-99.1 2 tm2217048d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 WAG! - Know Who Drives Return from Boardroom Alpha SUMMARY KEYWORDS Wag!, pet, business, people, pandemic, pets, margins, dog, parents, caregivers, platform, spec, services, happening, rover, premium, marketplace, walk, percent, q1 SPEAKERS Garrett Smallwood (CEO, WAG!), Joanna Makris (Boardroom Alpha) Joanna Makris (Boardroom Alpha) 00:03

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): May 26, 2022 (May 24, 2022) CHW A

425 1 tm2217048d18k.htm 425 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): May 26, 2022 (May 24, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other

Company Name: Wag Labs Inc./CHW Acquisition Corp (CHWA)

EX-99.1 2 tm2216137d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Company Name: Wag Labs Inc./CHW Acquisition Corp (CHWA) Event: 17th Annual Needham Technology & Media Conference Date: May 16, 2022 <> All right. Good afternoon, everyone. And welcome to Needham’s 17th Annual Tech & Media Conference. My name is Anna Andreeva. I’m a Senior Analyst, covering consumer e-commerce here at the firm. Next up, we a

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): May 20, 2022 (May 16, 2022) CHW A

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): May 20, 2022 (May 16, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorporati

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 20, 2022 (May 16, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorporati

Company Name: Wag Labs Inc./CHW Acquisition Corp (CHWA)

Exhibit 99.1 Company Name: Wag Labs Inc./CHW Acquisition Corp (CHWA) Event: 17th Annual Needham Technology & Media Conference Date: May 16, 2022 <> All right. Good afternoon, everyone. And welcome to Needham?s 17th Annual Tech & Media Conference. My name is Anna Andreeva. I?m a Senior Analyst, covering consumer e-commerce here at the firm. Next up, we are very excited to have Wag Labs. From the co

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 12, 2022 (May 9, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorporatio

Absolute Return Podcast:

Exhibit 99.1 Absolute Return Podcast: Interview with Wag! Chief Executive Officer, Garrett Smallwood - Full Transcript Episode: "#212: Pet Tech with Wag CEO Garrett Smallwood" Release Date: May 9, 2022 Link: https://podcasts.apple.com/ca/podcast/212-pet-tech-with-wag-ceo-garrett-smallwood/id1454295583?i=1000560063467 Full Transcript: Welcome investors to The Absolute Return Podcast. Your source fo

KimptonXWag! Giving Away 1,000 Free Walks to Kick Off Partnership

EX-99.2 3 tm2215284d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Kimpton Partners with Wag! to Bring Dog Walking Services to Guests Nationwide NEWS PROVIDED BY Kimpton Hotels & Restaurants May 11, 2022, 09:00 ET KimptonXWag! Giving Away 1,000 Free Walks to Kick Off Partnership SAN FRANCISCO, May 11, 2022 /PRNewswire/ - Today, Kimpton Hotels & Restaurants, part of IHG Hotels & Resorts' Luxury & Lifestyle

Absolute Return Podcast:

EX-99.1 2 tm2215284d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Absolute Return Podcast: Interview with Wag! Chief Executive Officer, Garrett Smallwood - Full Transcript Episode: "#212: Pet Tech with Wag CEO Garrett Smallwood" Release Date: May 9, 2022 Link: https://podcasts.apple.com/ca/podcast/212-pet-tech-with-wag-ceo-garrett-smallwood/id1454295583?i=1000560063467 Full Transcript: Welcome investors t

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): May 12, 2022 (May 9, 2022) CHW Ac

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): May 12, 2022 (May 9, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorporatio

KimptonXWag! Giving Away 1,000 Free Walks to Kick Off Partnership

EX-99.2 3 tm2215284d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Kimpton Partners with Wag! to Bring Dog Walking Services to Guests Nationwide NEWS PROVIDED BY Kimpton Hotels & Restaurants May 11, 2022, 09:00 ET KimptonXWag! Giving Away 1,000 Free Walks to Kick Off Partnership SAN FRANCISCO, May 11, 2022 /PRNewswire/ - Today, Kimpton Hotels & Restaurants, part of IHG Hotels & Resorts' Luxury & Lifestyle

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 10, 2022 (May 10, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorporati

Wag Labs, Inc. Announces Participation in the 17

EX-99.1 2 tm2215018d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wag Labs, Inc. Announces Participation in the 17th Annual Needham Technology & Media Conference San Francisco, California – May 10, 2022 – 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 pe

Form of Wag! Group Co. 2022 Employee Stock Purchase Plan (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex F).

Table of Contents As filed with the Securities and Exchange Commission on May 9, 2022.

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): May 10, 2022 (May 10, 2022) CHW A

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): May 10, 2022 (May 10, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorporati

May 9, 2022

May 9, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Taylor Beech, Staff Attorney Attn: Dietrich King, Staff Attorney Dear Ms. Beech and Mr. King: CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we,” “our” or “us”), hereby transmits the Company’s response to the com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4076

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): May 3, 2022 (April 29, 2022) CHW

425 1 tm2214309d18k.htm 425 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): May 3, 2022 (April 29, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or othe

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 3, 2022 (April 29, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorporat

Dawn Francfort, ICR

EX-99.1 2 tm2214309d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Dawn Francfort, ICR Good morning I am Dawn Francfort from ICR. We are pleased to welcome you to today’s analyst meeting. This meeting is for sell-side analysts to allow you to get to know the Wag business and the leadership team to provide information that can inform your models and to answer your questions about Wag. So to ensure optimal p

Dawn Francfort, ICR

EX-99.1 2 tm2214309d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Dawn Francfort, ICR Good morning I am Dawn Francfort from ICR. We are pleased to welcome you to today’s analyst meeting. This meeting is for sell-side analysts to allow you to get to know the Wag business and the leadership team to provide information that can inform your models and to answer your questions about Wag. So to ensure optimal p

2 2 This presentation is the confidential information of Wag Labs, Inc. and may be used by recipient for the sole purpose of eval uat ing a possible transaction between recipient and Wag Labs, Inc. These materials do not constitute an offer or solici

EX-99.1 2 tm2213633d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wag.co 2 2 This presentation is the confidential information of Wag Labs, Inc. and may be used by recipient for the sole purpose of eval uat ing a possible transaction between recipient and Wag Labs, Inc. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a c ommitment by Wag Labs, Inc.

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): April 27, 2022 (April 27, 2022) C

425 1 tm2213633d18k.htm 425 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): April 27, 2022 (April 27, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or o

2 2 This presentation is the confidential information of Wag Labs, Inc. and may be used by recipient for the sole purpose of eval uat ing a possible transaction between recipient and Wag Labs, Inc. These materials do not constitute an offer or solici

EX-99.1 2 tm2213633d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wag.co 2 2 This presentation is the confidential information of Wag Labs, Inc. and may be used by recipient for the sole purpose of eval uat ing a possible transaction between recipient and Wag Labs, Inc. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a c ommitment by Wag Labs, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 27, 2022 (April 27, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorpo

Wag! Announces Record First Quarter 2022 Results, Exceeds Initial Revenue and Adjusted EBITDA Wag!’s First Quarter Results Drives Outperformance Ahead of Planned Business Combination with CHW Acquisition Corporation Revenue Increased 273% Year Over Y

EX-99.1 2 tm2213043d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wag! Announces Record First Quarter 2022 Results, Exceeds Initial Revenue and Adjusted EBITDA Guidance Wag!’s First Quarter Results Drives Outperformance Ahead of Planned Business Combination with CHW Acquisition Corporation Revenue Increased 273% Year Over Year in First Quarter 2022, Including Significant Adjusted EBITDA Improvements Reaff

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): April 20, 2022 (April 20, 2022) C

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): April 20, 2022 (April 20, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorpo

Wag! Announces Record First Quarter 2022 Results, Exceeds Initial Revenue and Adjusted EBITDA Wag!’s First Quarter Results Drives Outperformance Ahead of Planned Business Combination with CHW Acquisition Corporation Revenue Increased 273% Year Over Y

EX-99.1 2 tm2213043d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wag! Announces Record First Quarter 2022 Results, Exceeds Initial Revenue and Adjusted EBITDA Guidance Wag!’s First Quarter Results Drives Outperformance Ahead of Planned Business Combination with CHW Acquisition Corporation Revenue Increased 273% Year Over Year in First Quarter 2022, Including Significant Adjusted EBITDA Improvements Reaff

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 20, 2022 (April 20, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorpo

2 2 This presentation is the confidential information of Wag Labs, Inc. and may be used by recipient for the sole purpose of eval uat ing a possible transaction between recipient and Wag Labs, Inc. These materials do not constitute an offer or solici

EX-99.1 2 tm229242d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wag.co 2 2 This presentation is the confidential information of Wag Labs, Inc. and may be used by recipient for the sole purpose of eval uat ing a possible transaction between recipient and Wag Labs, Inc. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a c ommitment by Wag Labs, Inc.

2 2 This presentation is the confidential information of Wag Labs, Inc. and may be used by recipient for the sole purpose of eval uat ing a possible transaction between recipient and Wag Labs, Inc. These materials do not constitute an offer or solici

EX-99.1 2 tm229242d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wag.co 2 2 This presentation is the confidential information of Wag Labs, Inc. and may be used by recipient for the sole purpose of eval uat ing a possible transaction between recipient and Wag Labs, Inc. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a c ommitment by Wag Labs, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 4, 2022 (April 4, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorpora

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): April 4, 2022 (April 4, 2022) CHW

425 1 tm229242d18k.htm 425 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): April 4, 2022 (April 4, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or othe

Filed by CHW Acquisition Corp pursuant to

425 1 tm228710-3425.htm FORM 425 Filed by CHW Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CHW Acquisition Corp. Commission File No.: 001-40764 Here's why dog-walking startup Wag intends to go through with its SPAC merger even as others are abandoning deals San Francisco-ba

Company Name: Wag Walking / CHW Acquisition Corp (CHWA)

Exhibit 99.1 Company Name: Wag Walking / CHW Acquisition Corp (CHWA) Event: 34th Annual Roth Conference <> Okay. Looks like we?re live now. Garrett. Can you hear us okay? <> I can. I can hear you. Great to connect. Happy Monday. <> I see you up on the screen. <> Hopefully it looks good over there. <> Okay. There we go. I can see the side of my head too. Great. Perfect. All right. Without further a

Company Name: Wag Walking / CHW Acquisition Corp (CHWA)

Exhibit 99.1 Company Name: Wag Walking / CHW Acquisition Corp (CHWA) Event: 34th Annual Roth Conference <> Okay. Looks like we?re live now. Garrett. Can you hear us okay? <> I can. I can hear you. Great to connect. Happy Monday. <> I see you up on the screen. <> Hopefully it looks good over there. <> Okay. There we go. I can see the side of my head too. Great. Perfect. All right. Without further a

Wag! Survey Reveals People Returning To Work Will Miss Their Dog More Than Kids Or Spouse

EX-99.2 3 tm229242d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Wag! Survey Reveals People Returning To Work Will Miss Their Dog More Than Kids Or Spouse NEWS PROVIDED BY Wag! Mar 15, 2022, 09:30 ET SAN FRANCISCO, March 15, 2022 /PRNewswire/ - In honor of National Puppy Day (March 23), Wag! surveyed pet parents across the nation, as millions of people are gearing up to return to work over the next few we

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 16, 2022 (March 14, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or other jurisdiction of incorpo

Wag! Survey Reveals People Returning To Work Will Miss Their Dog More Than Kids Or Spouse

Exhibit 99.2 Wag! Survey Reveals People Returning To Work Will Miss Their Dog More Than Kids Or Spouse NEWS PROVIDED BY Wag! Mar 15, 2022, 09:30 ET SAN FRANCISCO, March 15, 2022 /PRNewswire/ - In honor of National Puppy Day (March 23), Wag! surveyed pet parents across the nation, as millions of people are gearing up to return to work over the next few weeks, either full-time or hybrid. As life beg

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): March 16, 2022 (March 14, 2022) C

425 1 tm229242d18k.htm 425 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): March 16, 2022 (March 14, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or ot

Wag Labs, Inc. Announces Participation in the 34th Annual Roth Conference

EX-99.1 2 tm229005d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wag Labs, Inc. Announces Participation in the 34th Annual Roth Conference San Francisco, California – March 11, 2022 – 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, whic

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): March 10, 2022 (March 10, 2022) C

425 1 tm228920d18k.htm 425 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): March 10, 2022 (March 10, 2022) CHW Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40764 N/A (State or ot

Wag Labs, Inc. Announces Participation in the 34th Annual Roth Conference

EX-99.1 2 tm229005d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wag Labs, Inc. Announces Participation in the 34th Annual Roth Conference San Francisco, California – March 11, 2022 – 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, whic