0001842356-24-000042 | 10-K | XBRL Viewer

Revenues

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

The following table presents the Company’s revenues disaggregated by offering:


	Year Ended December 31,
	2023		2022
	(in thousands)
Services revenue	$	24,422	$	21,823
Wellness revenue	52,922		33,042
Pet food & treats revenue	6,572		—
Total revenues	$	83,916	$	54,865

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Income Taxes - Summary of Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Tax expense at United States statutory rate	21.00%	21.00%
Increase (decrease) in tax resulting from:
State taxes, net of federal effect	2.80%	1.40%
Change in valuation allowance	(21.50%)	(9.10%)
Stock-based compensation	(1.00%)	(12.30%)
Change in fair value of derivative liability	0.00%	(2.70%)
Transaction costs – success-based	0.00%	1.80%
Other	(2.00%)	(0.10%)
Total	(0.70%)	0.00%

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Future Minimum Payments

As of December 31, 2023, annual scheduled principal payments of debt were as follows:


	Amount
	(in thousands)
2024	$	1,751
2025	30,227
Total principal payments	$	31,978

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	238	243
Auditor Name	PricewaterhouseCoopers LLP	BDO USA, LLP
Auditor Location	Seattle, Washington	Chicago, Illinois

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands	Total	Previously Reported	Revision of Prior Period, Adjustment	Common Stock	Common Stock Previously Reported	Common Stock Revision of Prior Period, Adjustment	Additional Paid-in Capital	Additional Paid-in Capital Previously Reported	Accumulated Deficit	Accumulated Deficit Previously Reported
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Dec. 31, 2021	23,859	24,545	(686)
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Dec. 31, 2021	$ 110,265	$ 110,265
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series P preferred stock, net of issuance costs (in shares)	1,100
Issuance of Series P preferred stock, net of issuance costs	$ 10,925
Conversion of preferred stock to common (in shares)	(24,959)
Conversion of preferred stock to common stock	$ (121,190)
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Dec. 31, 2022	0
Redeemable Preferred Stock - Mezzanine Equity ending balance at Dec. 31, 2022	$ 0
Beginning balance (in shares) at Dec. 31, 2021				6,121	6,297	(176)
Beginning balance at Dec. 31, 2021	(106,113)	$ (106,113)		$ 1	$ 1		$ 3,736	$ 3,736	$ (109,850)	$ (109,850)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock from exercise of stock options and restricted stock units (in shares)				171
Issuance of common stock from exercise of stock options and restricted stock units	17						17
Stock-based compensation	24,492						24,492
Conversion of preferred stock to common stock (in shares)				24,959
Conversion of preferred stock to common stock	121,190			$ 2			121,188
Business Combination with CHW, net of transaction costs and other related shares (in shares)				6,646
Business Combination with CHW, net of transaction costs and other related shares	10,547			$ 1			10,546
Issuance of Community Shares (in shares)				300
Issuance of Community Shares	1,971						1,971
Settlement of Forward Share Purchase Agreements (in shares)				(1,438)
Settlement of Forward Share Purchase Agreements	(3,898)						(3,898)
Shares issued for acquisition (in shares)				90
Shares issued for acquisition	283						283
Net loss	(38,567)								(38,567)
Balance at the end (in shares) at Dec. 31, 2022				36,849
Ending balance at Dec. 31, 2022	$ 9,922			$ 4			158,335		(148,417)
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Dec. 31, 2023	0
Redeemable Preferred Stock - Mezzanine Equity ending balance at Dec. 31, 2023	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock from exercise of stock options and restricted stock units (in shares)	1,010			2,699
Issuance of common stock from exercise of stock options and restricted stock units	$ 104						104
Stock-based compensation	4,712						4,712
Shares issued for acquisition (in shares)				49
Shares issued for acquisition	225						225
Net loss	(13,317)								(13,317)
Balance at the end (in shares) at Dec. 31, 2023				39,597
Ending balance at Dec. 31, 2023	$ 1,646			$ 4			$ 163,376		$ (161,734)

Leases - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted-average remaining lease term	3 years 9 months 18 days	2 years 3 months 18 days
Weighted-average discount rate	7.80%	8.60%

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

In 2014, the Company adopted the 2014 Stock Option Plan (the “2014 Plan”), which provided for the grant of stock options and stock unit awards. Options granted under the 2014 Plan were either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). The 2014 Plan allowed ISOs to be granted only to employees of Legacy Wag! and its parents or affiliates, while stock awards other than ISOs were allowed to be granted to employees, nonemployee directors, and consultants of Legacy Wag! and its parents or affiliates.

In August 2022, in connection with the Merger, the Company’s stockholders approved the Wag! Group Co. 2022 Omnibus Incentive Plan (the “2022 Plan”), which replaced the 2014 Plan. After the adoption thereof, no additional awards were granted under the 2014 Plan. The 2022 Plan provides for the grant of stock options, stock appreciation awards, restricted stock and stock unit awards. Awards generally vest in equal quarterly installments over a three- or four-year period, provided that the initial vest generally occurs after a one-year cliff. Stock unit awards granted to nonemployee directors generally vest over a one-year period. As of December 31, 2023, an aggregate of approximately 0.5 million shares remained available for future issuance under the 2022 Plan.

Stock unit awards are valued at the market value on the date of grant. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period and recognizes forfeitures as they occur.

During the years ended December 31, 2023 and 2022, the Company granted stock unit awards with service conditions to certain employees and nonemployee directors. The Company did not grant any stock options during the years ended December 31, 2023 and 2022.

The following table summarizes the activities for all stock options under the Company’s stock-based compensation plans for the year ended December 31, 2023:


	Number of Options Outstanding	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value(1)
	(in thousands)				(in thousands)
Outstanding as of December 31, 2022	7,194	$	0.40	7.19 years	$	19,292
Granted	—	$	—
Exercised	(1,010)	$	0.10
Forfeited or expired	(21)	$	2.75
Outstanding as of December 31, 2023	6,163	$	0.44	6.06 years	$	8,934
Exercisable as of December 31, 2023	6,021	$	0.44	6.06 years	$	8,715
Vested and expected to vest as of December 31, 2023	6,163	$	0.44	6.06 years	$	8,934

(1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards.

The total intrinsic value of stock options exercised during the years ended December 31, 2023 and 2022 was $2.2 million and $0.3 million, respectively.

The following table summarizes the activities for all restricted stock units (“RSUs”) under the Company’s stock-based compensation plans for the year ended December 31, 2023:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
	(in thousands)
Outstanding and nonvested as of December 31, 2022	4,195	$	2.44
Granted	2,000	$	2.34
Vested	(1,692)	$	2.44
Forfeited	(181)	$	2.40
Outstanding and nonvested as of December 31, 2023	4,322	$	2.39
Expected to vest as of December 31, 2023	4,322	$	2.39

The total vesting date fair value of RSUs which vested during the years ended December 31, 2023 and 2022 was $3.8 million and $0.4 million, respectively.

The following table provides information about stock-based compensation expense by financial statement line item:


	Year Ended December 31,
	2023		2022
	(in thousands)
Platform operations and support	$	1,025	$	2,991
Sales and marketing	739		2,138
General and administrative	2,948		19,363
Total stock-based compensation expense	$	4,712	$	24,492

As of December 31, 2023, the total unrecognized compensation cost related to all nonvested stock options was $20 thousand and the related weighted-average period over which it is expected to be recognized was approximately 1.23 years.

As of December 31, 2023, the total unrecognized compensation cost related to all nonvested RSUs was $9.3 million and the related weighted-average period over which it is expected to be recognized was approximately 2.11 years.

Employee Stock Purchase Plan

In August 2022, in connection with the Merger, the Company adopted the Wag! Group Co. 2022 Employee Stock Purchase Plan (“ESPP”). Under the terms of the ESPP, rights to purchase common shares may be granted to eligible qualified employees subject to certain restrictions. The ESPP enables the Company’s eligible employees, through payroll withholdings, to purchase a limited number of common shares at 85% of the fair market value of a common share either at the beginning of that offering period or on the applicable exercise date, whichever is less. In connection with the adoption of the ESPP, the Company has reserved for issuance a total of approximately 6.4 million shares. Although effective, the plan has yet to commence and offering periods under the ESPP will not commence until determined by the compensation committee of the Company’s board of directors.

Income Taxes - Summary of Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 58,042	$ 54,628
Capitalized research and development costs	56	1,249
Stock-based compensation	334	205
Accrued expenses	421	591
Charitable contributions	445	416
Operating lease liabilities	308	218
Other	2,061	868
Gross deferred tax assets	61,667	58,175
Less: valuation allowance	(60,916)	(57,271)
Total deferred tax assets	751	904
Deferred tax liabilities:
Intangible assets	483	713
Operating lease right-of-use assets	268	191
Total deferred tax liabilities	751	904
Total net deferred tax assets	$ 0	$ 0

Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - Restricted Stock shares in Thousands	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Number of Shares
Unvested at beginning (in shares) \| shares	4,195
Grants (in shares) \| shares	2,000
Vested (in shares) \| shares	(1,692)
Forfeited (in shares) \| shares	(181)
Unvested at ending (in shares) \| shares	4,322
Expected to vest (in shares) \| shares	4,322
Weighted-Average Grant Date Fair Value Per Share
Unvested at beginning (in dollars per share) \| $ / shares	$ 2.44
Grants (in dollars per share) \| $ / shares	2.34
Vested (in dollars per share) \| $ / shares	2.44
Forfeited (in dollars per share) \| $ / shares	2.40
Unvested at ending (in dollars per share) \| $ / shares	2.39
Expected to vest (in dollars per share) \| $ / shares	$ 2.39

Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

The number of shares and per share amounts prior to the Merger have been retroactively restated as shares reflecting conversion at the exchange ratio of 0.97 established in the CHW Business Combination. See Note 3, Business Combination with CHW, for more information regarding the CHW Business Combination.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenues and expenses. Actual results could differ from those estimates.

Significant items subject to estimates and assumptions include, but are not limited to, fair values of financial instruments, assumptions used in the valuation of common and preferred stock, valuation of intangible assets acquired, valuation of stock-based compensation and warrants, and the valuation allowance for deferred income taxes. Actual results may differ from these estimates.

Reclassifications

Certain reclassifications were made to the prior period consolidated statement of operations, consolidated statement of redeemable preferred stock and stockholders’ equity (deficit), and the consolidated statement of cash flows to conform to the current period presentation.

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU changes the impairment model for most financial assets, requiring the use of an expected loss model which requires entities to estimate the lifetime expected credit loss on financial assets measured at amortized cost. Such credit losses will be recorded as an allowance to offset the amortized cost of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In addition, credit losses relating to available-for-sale debt securities will now be recorded through an allowance for credit losses rather than as a direct write-down to the security. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this guidance during the first quarter of 2023 did not have a material impact on the Company’s consolidated financial statements.

New Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). This ASU simplifies the accounting for convertible instruments by eliminating certain accounting models, resulting in fewer embedded conversion features being separately recognized from the host contract, and also amends the guidance for derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. Additionally, the amendments in this ASU affect the diluted EPS calculation for convertible instruments. It requires that the effect of potential share settlement be included in the diluted EPS calculation when a convertible instrument may be settled in cash or shares; the if-converted method as opposed to the treasury stock method is required to calculate diluted EPS for these types of convertible instruments. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements.

In August 2023, the FASB issued ASU No. 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”). This ASU requires a joint venture to recognize and initially measure its assets and liabilities using a new basis of accounting upon formation, i.e. at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The amendments in this update are effective for all newly-formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. Joint ventures formed prior to the adoption date may elect to apply the new guidance retrospectively back to their original formation date. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This ASU improves reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This ASU improves the transparency of income tax disclosures by requiring: (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. Additionally, the amendments in this ASU improve the effectiveness and comparability of disclosures by: (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (“SEC”) Regulation S-X, and (2) removing disclosures that no longer are considered cost beneficial or relevant. The amendments in this update are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised primarily of bank accounts and money market funds. These cash and cash equivalents are valued based on Level 1 inputs, which consist of quoted prices in active markets. To reduce its credit risk, the Company monitors the credit standing of the financial institutions that hold the Company’s cash and cash equivalents.

Accounts Receivable, Net

Accounts receivable, net consists of amounts due from payment processors and trade customers that do not bear interest. The Company records an allowance for estimated credit losses inherent in its trade accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted for current market conditions, the financial condition of the customer, the amount of receivables in dispute, and the current receivables aging and payment patterns. The Company does not have any off-balance sheet credit exposure related to its customers. The allowance for credit losses was immaterial as of December 31, 2023 and 2022.

Property and Equipment, Net

Property and equipment, net consisted of the following:


	December 31,
	2023		2022
	(in thousands)
Property and equipment, at cost:
Equipment	$	240	$	200
Internal-use software	762		460
Total property and equipment, at cost	1,002		660
Less: accumulated depreciation and amortization	(655)		(572)
Property and equipment, net	$	347	$	88

The Company capitalizes qualifying proprietary software development costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed, and (ii) it is probable that the software will be completed and placed in service for its intended use. Capitalization ceases when the software is substantially complete and ready for its intended use including the completion of all significant testing. Costs related to preliminary project activities and post implementation operating activities are expensed as incurred.

Depreciation of equipment and amortization of internal-use software is computed on a straight-line basis over the estimated useful lives of the related assets, which is three years. Depreciation and amortization expense of property and equipment was $0.1 million and $0.1 million for the years ended December 31, 2023 and 2022, respectively.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment based on undiscounted cash flows whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Measurement of an impairment loss is based on the estimated fair value of the asset.

Acquired Intangible Assets

When a business is acquired, a portion of the purchase price is typically allocated to identifiable intangible assets, such as customer relationships, developed technology, and trademarks. The fair value of these assets is determined primarily using the income approach, which requires management to project future cash flows and apply an appropriate discount rate. Intangible assets with finite lives are amortized on a straight-line basis over the estimated useful lives of the related assets. Estimates are based upon assumptions believed to be reasonable but which are inherently uncertain. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur and could result in future impairment charges that could be material to the Company’s results of operations.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization, but is reviewed for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company performed a qualitative assessment during the fourth quarter of 2023 and determined that it is not more likely than not that the fair value of its single reporting unit is less than its carrying value. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount or if a qualitative assessment is not performed, then the Company would perform the quantitative goodwill impairment test as required, in which it would use a discounted cash flow approach to estimate the fair value of the reporting unit. If the fair value of the reporting unit is less than the carrying value, then a goodwill impairment amount is recorded for the difference up to the carrying value of goodwill.

Equity Method Investment

During the fourth quarter of 2022, the Company’s subsidiary, Compare Pet Insurance Services, Inc., entered into an agreement to invest $1.5 million for 49% ownership in a new limited liability company, which was funded in the first quarter of 2023. The investment was accounted for as an equity method investment, with the Company’s proportionate share of the investee’s net income recognized in equity in net earnings of equity method investment within the Company’s consolidated statement of operations, as the Company had less than 50% ownership and did not control the entity. During the year ended December 31, 2023, the Company recognized $1.8 million of Royalty expenses within its consolidated statements of operations related to fees payable to the equity method investee.

During the third quarter of 2023, the Company acquired the outstanding 51% ownership of the limited liability company for an aggregate purchase price of approximately $2.2 million. The Company accounted for the transaction as an asset acquisition using the cost accumulation model to determine the cost to be allocated to the assets acquired, which resulted in the derecognition of royalties payable to the equity method investee of approximately $1.8 million and the recognition of intangible assets acquired of approximately $0.2 million and cash acquired of $2.5 million. As a result of the transaction, the limited liability company became a wholly-owned subsidiary of the Company and the Company began consolidating the entity as part of its consolidated financial statements.

Revenue Recognition

The Company recognizes revenue in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Through its Services offerings, the Company principally generates Services revenue from service fees charged to PCGs to successfully complete a pet care service to a Pet Parent via the platform. The Company also generates revenue from subscription fees paid by Pet Parents for Wag! Premium and fees paid by PCGs to join the platform. Additionally, through its Wellness and Pet Food & Treat offerings, the Company generates revenue through commission fees paid by third-party service partners in the form of ‘revenue-per-action’ or conversion activity defined in our agreements with the respective third-party service partner. For some of the Company’s arrangements with third-party service partners, the transaction price is considered variable, and an estimate of the transaction price is recorded when the action occurs. The estimated transaction price used in the variable consideration is based on historical data with the respective third-party service partner and the consideration is measured and settled monthly.

The Company enters into terms of service with PCGs and Pet Parents to use the platform (“Terms of Service Agreements”), as well as an Independent Contractor Agreement (“ICA”) with PCGs (the ICA, together with the Terms of Service Agreements, the “Agreements”). The Agreements govern the fees the Company charges the PCGs and Pet Parents, where applicable, for each transaction. Upon acceptance of a transaction, PCGs agree to perform the services that are requested by a Pet Parent. The acceptance of a transaction request combined with the Agreements establishes enforceable rights and obligations for each transaction. A contract exists between the Company and its customers after both the PCGs and Pet Parent accept a transaction request and the PCGs ability to cancel the transaction lapses. For Wag! Wellness and Pet Food & Treat revenues, the Company enters into agreements with third-party service partners which define the action by a Pet Parent that results in the Company earning and receiving a commission fee from the third-party service partner.

Wag!’s service obligations are performed, and revenue is recognized for fees earned related to the facilitation and completion of a pet service transaction between the Pet Parent and the PCG through the use of our platform. Revenue generated from the Company’s Wag! Premium subscription is recognized on a ratable basis over the contractual period, which is generally one month to one year depending on the type of subscription purchased by the Pet Parent. Prepaid subscription amounts are included in Deferred revenue within the Company’s consolidated balance sheets. Revenue related to the fees paid by the PCG to join the platform are recognized upon processing of the applications. Wag! Wellness and Pet Food & Treat revenue performance obligations are completed, and revenue is recognized, when an end user completes an action or conversion activity.

Principal vs. Agent Considerations

Judgment is required in determining whether the Company is the principal or agent in transactions with PCGs and Pet Parents. The Company evaluates the presentation of revenues on a gross or net basis based on whether the Company controls the service provided to the Pet Parent and is the principal (i.e., “gross”), or whether the Company arranges for other parties to provide the service to the Pet Parent and is an agent (i.e. “net”).

The Company’s role in a transaction on the platform is to facilitate PCGs finding, applying, and completing a successful pet care service for a Pet Parent. The Company has concluded it is the agent in transactions with PCGs and Pet Parents because, among other factors, the Company’s role is to facilitate pet service opportunities; it is not responsible for and does not control the delivery of pet services provided by the PCGs to the Pet Parents.

Gift Cards

The Company sells gift cards that can be redeemed by Pet Parents through the platform. Proceeds from the sale of gift cards are deferred and recorded as contract liabilities in Deferred revenue within the Company’s consolidated balance sheets until Pet Parents use the card to place orders on our platform. When gift cards are redeemed, revenue is recognized on a net basis as the difference between the amounts collected from the purchaser less amounts remitted to PCGs. Unused gift cards are included in Deferred revenue within the Company’s consolidated balance sheets.

The Company recognizes breakage revenue based on historical redemption patterns.

Incentives

The Company offers discounts and promotions to encourage use of the Company’s platform. These promotions are generally pricing actions in the form of discounts that reduce the price Pet Parents pay PCGs for services. These promotions result in a lower fee earned by the Company from the PCG. Accordingly, the Company records the cost of these promotions as a reduction of revenues. Discounts on services offered through our subscription program are also recorded as a reduction of revenues.

Loss Per Share

The Company follows the two-class method when computing loss per share when shares issued meet the definition of participating securities. The two-class method determines loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

For periods in which the Company reports net losses, diluted loss per share is the same as basic loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth and margins, future changes in technology, brand awareness and discount rates. Fair value estimates are based on the assumptions that management believes to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates. After the purchase accounting is finalized, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred.

Fair Value Measurements

Fair value accounting is applied to all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). As of December 31, 2023 and 2022, the carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximated their fair values due to their relatively short maturities. Management believes the terms of its long-term variable-rate debt reflect current market conditions for an instrument with similar terms and maturity; as such, the carrying value of the Company’s debt, excluding the disclosed amount of debt discount and warrant allocation, approximated its fair value.

Assets and liabilities recorded at fair value on a recurring basis on the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs (other than quoted prices in active markets included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Concentration Risks

Significant customers are those which represent more than 10% of the Company’s total revenues for the period or accounts receivable balance as of the period end date. During the year ended December 31, 2023, the Company had two customers that accounted for 10% or more of total revenues. These customers each represented $13.5 million and $16.5 million of total revenues for the year ended December 31, 2023, and in aggregate, accounted for 36% of the Company’s total revenues for the year ended December 31, 2023. As of December 31, 2023, the Company had three customers that accounted for 10% or more of accounts receivable, and in aggregate, accounted for 58% of the Company’s total accounts receivable as of December 31, 2023.

During the year ended December 31, 2022, the Company had two customers that accounted for 10% or more of total revenues. These customers each represented $6.6 million and $8.3 million of total revenues for the year ended December 31, 2022, and in aggregate, accounted for 27% of the Company’s total revenues for the year ended December 31, 2022. As of December 31, 2022, the Company had four customers that accounted for 10% or more of accounts receivable, and in aggregate, accounted for 65% of the Company’s total accounts receivable as of December 31, 2022.

Based on the nature of third-party partners, together with historical collection patterns, the Company does not anticipate any collectability issues with these receivables and closely monitors the outstanding receivables for payment within agreed-upon time periods.

Other Risks and Uncertainties

The Company has historically generated negative cash flows from operations and has primarily financed its operations through private and public sales of equity securities and debt. As of December 31, 2023, the Company had cash and cash equivalents of $18.3 million.

The Company expects operating losses and negative cash flows from operations to continue in the foreseeable future as it continues to invest in growing its business. The Company’s primary uses of cash include operating costs such as product and technology expenses, marketing expenses, personnel expenses and other expenditures necessary to support its operations and growth. Although the Company currently anticipates that its existing cash and cash equivalents will be sufficient to meet its working capital, capital expenditure, and debt obligation needs for at least the next 12 months, the Company may seek additional financing over the long term, including to refinance or repay amounts due under the Financing Agreement that matures in August 2025. Accordingly, the Company may need to engage in equity or debt financings to secure additional funds. The Company’s future capital requirements and the adequacy of available funds will depend on many factors.

Segment Reporting

The Company’s chief operating decision maker regularly reviews financial information on a consolidated basis to make decisions about resource allocation and assess its performance. As such, the Company determined that it operates as a single operating and reportable segment.

Goodwill and Other Intangible Assets - Schedule of Gross Carrying Amounts and Accumulated Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Carrying Value	$ 11,066	$ 3,245
Finite-lived intangible assets, Accumulated Amortization	(2,287)	(704)
Total	8,779	2,541
Indefinite-lived intangible assets	49	49
Total intangible assets	11,115	3,294
Intangible assets, net	8,828	2,590
Customer relationships and licenses
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Carrying Value	7,686	2,166
Finite-lived intangible assets, Accumulated Amortization	(1,550)	(422)
Total	6,136	1,744
Media brand
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Carrying Value	1,250
Finite-lived intangible assets, Accumulated Amortization	(52)
Total	1,198
Developed technology and website content
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Carrying Value	1,073	783
Finite-lived intangible assets, Accumulated Amortization	(479)	(226)
Total	594	557
Trademarks
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Carrying Value	1,052	291
Finite-lived intangible assets, Accumulated Amortization	(201)	(56)
Total	851	235
Pharmacy board licenses
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Carrying Value	5	5
Finite-lived intangible assets, Accumulated Amortization	(5)	0
Total	$ 0	$ 5

Long-Term Debt - Blue Torch Financing and Warrant Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 09, 2022	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Liquidity	$ 5,000
Principal and interest payments balance		$ 31,978
Warrants outstanding (in shares)	91,130
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Lender Warrants
Debt Instrument [Line Items]
Warrants outstanding (in shares)	1,896,177
Weighted average exercise price for the warrants (in dollars per share)	$ 11.50
The Credit Facility \| Secured Debt
Debt Instrument [Line Items]
Loan proceeds	$ 32,200
Fixed annual interest rate		15.61%	14.84%
Repayment of debt		$ 800	$ 200
Principal and interest payments balance		31,200	32,000
Interest expense, debt		$ 4,900	$ 1,800
The Credit Facility \| Secured Debt \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Term of loan (in years)	3 years
Fixed annual interest rate	2.00%
Prepayment amounts	3.00%
The Credit Facility \| Secured Debt \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Fixed annual interest rate	3.00%
Prepayment amounts	2.00%
The Credit Facility \| Secured Debt \| Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Fixed annual interest rate	5.00%
Prepayment amounts	0.00%
The Credit Facility \| Secured Debt \| Variable Rate Component One
Debt Instrument [Line Items]
Basis rates	2.00%
The Credit Facility \| Secured Debt \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis rates	10.00%
SOFR floor rate	1.00%
The Credit Facility \| Secured Debt \| Secured Overnight Financing Rate (SOFR) \| Variable Rate Component Three
Debt Instrument [Line Items]
Basis rates	1.00%
The Credit Facility \| Secured Debt \| Reference Rate
Debt Instrument [Line Items]
Basis rates	9.00%
SOFR floor rate	2.00%
The Credit Facility \| Secured Debt \| Federal Funds Effective Rate \| Variable Rate Component Two
Debt Instrument [Line Items]
Basis rates	0.50%

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Purchase Consideration


	January 5, 2023
	(in thousands)
Intangible assets	$	5,950
Goodwill	3,050
Total purchase consideration	$	9,000

Schedule of Estimated Useful Lives of Acquired Intangible Assets

The table below summarizes the fair value and the estimated useful lives of the acquired intangible assets:

January 5,
2023

Estimated Weighted-Average Useful Life

(in thousands)

Developed technology and website content

1,950

5 years

Strategic customer relationships and subscriber lists

3,600

8 years

Trademarks

400

10 years

Total intangible assets

5,950

7 years

The table below summarizes the fair value and the estimated useful life of the acquired intangible asset:

December 15,
2023

Estimated Weighted-Average Useful Life

(in thousands)

Media brand

1,250

2 years

Total intangible assets

1,250

2 years

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following:


	December 31,
	2023		2022
	(in thousands)
Property and equipment, at cost:
Equipment	$	240	$	200
Internal-use software	762		460
Total property and equipment, at cost	1,002		660
Less: accumulated depreciation and amortization	(655)		(572)
Property and equipment, net	$	347	$	88

Business Combination with CHW - Summary of Earnout Inputs and Valuation Techniques (Details)	Dec. 31, 2023
Stock Price
Business Acquisition [Line Items]
Earnout Shares Measurement Input	8.28
Dividend Yield
Business Acquisition [Line Items]
Earnout Shares Measurement Input	0
Volatility
Business Acquisition [Line Items]
Earnout Shares Measurement Input	0.4400
Risk-Free Interest Rate
Business Acquisition [Line Items]
Earnout Shares Measurement Input	0.0320
Expected Term
Business Acquisition [Line Items]
Earnout Shares Measurement Input	3

Loss Per Share - Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	43,828	44,681
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	15,000	15,000
Options and RSUs issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	10,485	11,389
Warrants issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	18,292	18,292
Shares related to acquisition indemnification holdback
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	51	0

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net loss	$ (13,317)	$ (38,567)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Section 55
-Paragraph 10
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-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Business Combination with CHW

12 Months Ended

Dec. 31, 2023

Business Combination And Reverse Recapitalization [Abstract]

Business Combination with CHW

As described in Note 1, Organization and Description of Business, the Merger with CHW was consummated on August 9, 2022 (the “Business Combination Closing Date”). The CHW Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, CHW was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the CHW Business Combination was treated as the equivalent of Wag! issuing shares for the net assets of CHW, accompanied by a recapitalization. The shares and net earnings (loss) per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger (0.97 shares of the Company’s common stock for each share of Legacy Wag! common stock). The net assets of CHW have been recognized at carrying value, with no goodwill or other intangible assets recorded. Wag! accounted for the acquisition of CHW based on the amount of net assets acquired upon consummation.

Wag! has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•Wag!’s shareholders have a majority of the voting power of the Post-Combination Company;

•Wag! appointed the majority of the board of directors of the Post-Combination Company;

•Wag!’s existing management comprises the management of the Post-Combination Company;

•Wag! comprises the ongoing operations of the Post-Combination Company; and

•Wag! is the larger entity based on historical revenue and has the larger employee base.

In connection with the Special Meeting and the CHW Business Combination, the holders of 9,593,970 shares of CHW’s ordinary shares, par value $0.0001 per share, exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of $95,939,700. As a result, the Company received approximately $29.1 million, of which $24.7 million was placed in escrow (and classified as restricted cash) in accordance with the Forward Share Purchase Agreements (see section below titled “Forward Share Purchase Agreements” for additional information). As of the date of the Merger, the Company also entered into a financing arrangement with Blue Torch Finance, LLC and received net proceeds of $29.4 million from a Secured Note (see Note 8, Long-Term Debt, for additional information). Additionally, the Company received $5 million from a PIPE and Backstop Investor as a result of the agreement entered into by CHW with the PIPE and Backstop Investor party on February 2, 2022 that closed immediately prior to the Merger.

Upon the consummation of the Merger, the following transactions occurred (the “Conversion”):

i.all outstanding shares of Legacy Wag!’s preferred stock, except for Legacy Wag! Series P Shares (as described in part (vi) below), were converted into shares of the Company’s common stock, par value $0.0001 per share, at the then-effective conversion rate as calculated pursuant to the CHW Business Combination Agreement;

ii.the cancellation of each issued and outstanding share of Legacy Wag!’s common stock and the conversion into the right to receive a number of shares of the Company’s common stock equal to the exchange ratio of 0.97 shares of the Company’s common stock for each share of Legacy Wag! common stock;

iii.the conversion of 91,130 warrants issued and outstanding by Legacy Wag! in 2017 to two lenders (the “Legacy Wag! Common Warrants”) into warrants exercisable for shares of the Company’s common stock with the same terms except for the number of shares exercisable and the exercise price, each of which were adjusted using an exchange ratio of 0.97 for Legacy Wag! Common Warrants (further described in Note 10, Redeemable Preferred Stock and Stockholders’ Deficit);

iv.the conversion of all outstanding vested and unvested options to purchase shares of Legacy Wag! common stock (the “Legacy Wag! Options”) into options exercisable for shares of the Company’s common stock with the same terms and conditions as were applicable to the Legacy Wag! Options immediately prior to the Conversion, except for the number of shares exercisable and the exercise price, each of which were adjusted using the exchange ratio of 0.97 for Legacy Wag! Options;

v.the conversion of the outstanding restricted stock unit award covering shares of Legacy Wag! common stock (each, a “Legacy Wag! RSU Award”) into awards covering a number of shares of Wag! common stock (rounded down to the nearest whole number) with the same terms and conditions as were applicable to the Legacy Wag! RSU Awards immediately prior to the Conversion, except for the number of shares subject to the award, which was adjusted using the exchange ratio of 0.97 for Legacy Wag! RSU Awards;

vi.the conversion of 1,100,000 shares of Legacy Wag! Series P Shares into the Company’s common stock on a one-for-one basis;

vii.the issuance and sale of 500,000 CHW ordinary shares for a purchase price of $10.00 per share and an aggregate purchase price of $5,000,000 immediately prior to or substantially concurrently with the Merger Date;

viii.immediately prior to the Effective Time, each CHW ordinary share (including any Sponsor Shares (as defined below) not forfeited) was converted into shares of the Company’s common stock;

ix.the cancellation of 13,327 founder shares held by the Sponsor in accordance with the terms of the CHW Founders Stock Letter (as defined below) and the CHW Business Combination Agreement;

x.the issuance of 300,000 Wag! Community Shares (“Community Shares”) that the Company may distribute to members of the pet wellness and welfare community as identified by our officers and directors; and

xi.the cancellation of 20,000 founder shares held by Sponsor in connection with the CHW Business Combination and in accordance with the CHW Founders Stock Letter and the CHW Business Combination Agreement.

Forward Share Purchase Agreements

Simultaneously with the closing of the CHW Business Combination, the Company deposited $24.7 million into an escrow account pursuant to four Forward Share Purchase Agreements (“FSPAs”) entered into by CHW on August 5, 2022. In accordance with the FSPAs, on the three month anniversary of the Business Combination Closing Date (the “Put Date”), the participating investors could elect to sell and transfer to the Company, and the Company would purchase, in the aggregate, up to 2,393,378 shares of common stock of the Company, consisting of shares of common stock then held by the Investors . Each Investor was obligated to notify the Company and the Escrow Agent in writing five business days prior to the Put Date whether or not such Investor was exercising its right to sell the shares that such Investor held to the Company pursuant to the FSPAs (each, a “Shares Sale Notice”). If a Shares Sale Notice was timely delivered by an Investor to the Company and the Escrow Agent, the Company was obligated to purchase the shares held by such Investor on the Put Date. If the Investor sold any shares in the open market after the Merger Date and prior to Put Date (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), the Escrow Agent would release from the escrow account to the Company an amount equal to $10.30 per Early Sale Share sold in such Early Sale.

The Company’s purchase of the Investor shares was made with funds from the escrow account attributed to such Investor. In the event that the Investor chose not to sell to the Company any shares that the Investor owned as of the Put Date, the Escrow Agent would release all remaining funds from the escrow account for the Company’s use without restriction. The Company accounts for the FSPAs as a derivative liability, remeasured to fair value on a recurring basis, with changes in fair value recorded to earnings. For more information, see Note 4, Fair Value Measurements.

On November 1, 2022, the Company entered into an amendment to an FSPA (the “Amended Agreement”) for approximately 1.0 million shares. The Amended Agreement modified the date by which such holders may elect to have the Company repurchase their shares to November 23, 2022. No other terms were modified. Effective November 9, 2022, holders of 1.4 million shares subject to the FSPAs, elected to have the Company repurchase their remaining shares for an aggregate repurchase price of $14.8 million. The remaining investor and holder of 955,000 shares did not elect to sell its shares to the Company as of the extension date per the Amended Agreement and, as such, the Escrow Agent released the corresponding funds from the escrow account for the Company’s use without restriction in total of $9.8 million.

Financing Agreement

On the Merger Date, the Company entered into a financing agreement with Blue Torch . See Note 8, Long-Term Debt, for additional information.

Reverse Recapitalization

The following table reconciles the elements of the CHW Business Combination, accounted for as a reverse recapitalization, to the consolidated statements of cash flows and of stockholders' equity (deficit) for the year ended December 31, 2022):


	Reverse Recapitalization
	(in thousands)
Cash – CHW’s trust (net of redemptions)	$	28,330
Cash – PIPE and Backstop Investor	5,202
Payment of transaction costs and other related expenses	(12,488)
Payment of deferred transaction costs	(9,318)
Proceeds from merger with CHW, net of issuance costs as of the Merger Date	11,726
Reversal of APIC impact recorded upon issuance of Forward Share Purchase Agreements (“FSPAs”) in August 2022	(23,203)
Cash received from FSPA at Put Date	9,837
APIC impact of FSPA at Put Date, net of cash received	4,229
Proceeds from merger with CHW, net of issuance costs as of December 31, 2022	$	2,589


						Number of Shares
						(in thousands)
CHW public shares, prior to redemptions(1)						12,500
Less redemption of CHW shares						(9,594)
CHW public shares, net of redemptions						2,906
Sponsor Shares						3,118
PIPE and Backstop Shares						500
CHW Business Combination and Financing Shares						6,524
Other share activity (Analyst Shares(2), Warrant Exercises)						122
CHW Business Combination, Financing Shares and Other Related Shares						6,646
Legacy Wag! Shares(3)						31,100
Total shares of common stock immediately after CHW Business Combination						37,746

(1) Includes 2,393,378 shares of common stock of the Company subject to the Forward Share Purchase Agreements.

(2) 50,000 shares were issued to Craig-Hallum Capital Group LLC at a price of $4.83 per share.

(3) The number of Legacy Wag! shares was determined from the shares of Legacy Wag! common and preferred stock outstanding immediately prior to the closing of the CHW Business Combination of 30,863,283, which are presented net of the common and preferred stock redeemed, converted at the exchange ratio of approximately 0.97 shares of the Company’s common stock for each share of Legacy Wag! common and preferred stock, with the exception of 1,100,000 Legacy Wag! Series P Shares which converted into the Company’s common stock on a one-for-one basis.

Earnout Compensation

In connection with the CHW Business Combination, Legacy Wag! stockholders and certain members of management and employees of Legacy Wag! that held either a share of common stock, a Legacy Wag! Option or a Legacy Wag! RSU Award (collectively “Eligible Company Equityholders”) at the date of the Merger have the contingent right to Earnout Shares. The aggregate number of Earnout Shares and Management Earnout Shares is 10,000,000 and 5,000,000 shares of Wag! common stock, respectively. The Earnout Shares will be issued following the CHW Business Combination, only if certain Wag! share price conditions are met over a three-year period from the effective Merger Date. The Earnout Shares are subject to the occurrence of certain triggering events based on a three year period from the Merger Date as defined in the CHW Business Combination Agreement as:

1.5,000,000 shares are earned if the stock price of the Company is or exceeds $12.50 for 20 out of any 30 consecutive trading days (“Triggering Event I”)

2.5,000,000 shares are earned if the stock price of the Company is or exceeds $15.00 for 20 out of any 30 consecutive trading days (“Triggering Event II”); and

3.5,000,000 shares are earned if the stock price of the Company is or exceeds $18.00 for 20 out of any 30 consecutive trading days (“Triggering Event III”) (collectively, the “Triggering Events”).

Additionally, if there is a change of control transaction, the agreed upon selling price of the Company on a per share basis, would be the fair value of the shares inclusive of the resulting triggered Earnout Shares upon consummation of the proposed transaction. The per share price in a change in control would be used to determine whether the Triggering Events have been met, and depending on the per share price, a certain number of shares will be issued.

The Earnout Shares and Management Earnout Shares are classified as equity transactions at initial issuance and at settlement when and if the triggering conditions are met. The Earnout Shares are equity-classified since they do not meet the liability classification criteria outlined in FASB ASC Topic 480, Distinguishing Liabilities from Equity, and are both (i) indexed to the Company’s own shares and (ii) meet the criteria for equity classification. Until the shares are issued upon a Triggering Event, the Earnout Shares are not included in shares outstanding. As of the date of the CHW Business Combination, the Earnout Share awards had a total fair value of $23.9 million determined using a Monte Carlo fair value methodology in each of the $12.50, $15.00, and $18.00 Earnout tranches multiplied by the number of Earnout Shares allocated to each individual pursuant to the calculation defined in the CHW Business Combination Agreement. The following table provides a range of assumptions used to determine fair value:


	Stock Price		Dividend Yield		Volatility		Risk-Free Interest Rate		Expected Term
Earnout Shares	$	8.28	—	%	44.00	%	3.20	%	3 years

As a result of the issuance of Community Shares, stock-based compensation expense incurred in connection with the Earnout Shares, and fair value measurement of the FSPAs, the Company incurred $39.5 million in transaction-related charges during the year ended December 31, 2022 in platform operations and support, sales and marketing, general and administrative, and other expense, net within its consolidated statements of operations.

Business Combination with CHW - CHW Narrative (Details)					12 Months Ended
Business Combination with CHW - CHW Narrative (Details)	Nov. 09, 2022 USD ($) shares	Nov. 01, 2022 shares	Aug. 09, 2022 USD ($) Lender tradingDay $ / shares shares	Aug. 05, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) holder $ / shares shares	Dec. 31, 2023 agreement $ / shares
Schedule Of Reverse Recapitalization [Line Items]
Exchange ratio			0.97
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001		$ 0.0001	$ 0.0001
Net proceeds \| $			$ 29,100,000
Restricted cash \| $			24,700,000
Proceeds from PIPE \| $			$ 5,202,000
Warrants outstanding (in shares)			91,130
Number of lenders			2		2
Cash deposited into escrow \| $				$ 24,700,000
Number of purchase agreements \| agreement						4
Derivative instrument, contingent consideration, liability, shares (in shares)		955,000		2,393,378
Shares purchase price (in dollars per share) \| $ / shares				$ 10.30
Shares subject to repurchasing (in shares)	1,400,000
Stock repurchased \| $	$ 14,800,000
Cash received from FSPA at Put Date \| $	$ 9,800,000				$ 9,837,000
Reverse recapitalization, contingent consideration, equity, triggering event period			3 years
Fair value of earnout share awards \| $			$ 23,900,000
Payments of reverse recapitalization transaction costs \| $					$ 39,500,000
Private placement
Schedule Of Reverse Recapitalization [Line Items]
Number of shares issued (in shares)			500,000
Price per share (in dollars per share) \| $ / shares			$ 10.00
Total proceeds \| $			$ 5,000,000
Issuance of Community Shares (in shares)			500,000
Community Share Issuance
Schedule Of Reverse Recapitalization [Line Items]
Issuance of Community Shares (in shares)			300,000
Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Conversion of preferred stock to common stock (in shares)					24,959,000
Issuance of Community Shares (in shares)					300,000
CHW Acquisition Corporation
Schedule Of Reverse Recapitalization [Line Items]
Number of shares redeemed (in shares)			9,593,970
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001
Redemption price (in dollars per share) \| $ / shares			$ 10.00
Value of shares forfeited \| $			$ 95,939,700
Earnout Shares
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, shares (in shares)			10,000,000
Reverse recapitalization, contingent consideration, equity, triggering event period			3 years
Management Earnout Shares
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, shares (in shares)			5,000,000
Earnout Consideration Triggering Event, One
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, stock price trigger (in dollars per share) \| $ / shares			$ 12.50
Earnout Consideration Triggering Event, One \| Earnout Shares
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, shares (in shares)			5,000,000
Reverse recapitalization, contingent consideration, equity, stock price trigger (in dollars per share) \| $ / shares			$ 12.50
Reverse recapitalization, contingent consideration, equity, threshold trading days \| tradingDay			20
Reverse recapitalization, contingent consideration, equity, threshold trading day period \| tradingDay			30
Earnout Consideration Triggering Event, Two
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, stock price trigger (in dollars per share) \| $ / shares			$ 15.00
Earnout Consideration Triggering Event, Two \| Earnout Shares
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, shares (in shares)			5,000,000
Reverse recapitalization, contingent consideration, equity, stock price trigger (in dollars per share) \| $ / shares			$ 15.00
Reverse recapitalization, contingent consideration, equity, threshold trading days \| tradingDay			20
Reverse recapitalization, contingent consideration, equity, threshold trading day period \| tradingDay			30
Earnout Consideration Triggering Event, Three
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, stock price trigger (in dollars per share) \| $ / shares			$ 18.00
Earnout Consideration Triggering Event, Three \| Earnout Shares
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, shares (in shares)			5,000,000
Reverse recapitalization, contingent consideration, equity, stock price trigger (in dollars per share) \| $ / shares			$ 18.00
Reverse recapitalization, contingent consideration, equity, threshold trading days \| tradingDay			20
Reverse recapitalization, contingent consideration, equity, threshold trading day period \| tradingDay			30
Series P Redeemable Convertible Preferred Stock \| Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Conversion of preferred stock to common stock (in shares)			1,100,000
Secured Debt \| The Credit Facility
Schedule Of Reverse Recapitalization [Line Items]
Net proceeds \| $			$ 29,400,000
Founder Shares
Schedule Of Reverse Recapitalization [Line Items]
Number of shares cancelled in maximum redemption scenario (in shares)			13,327
Number of shares cancelled in connection with Business Combination (in shares)			20,000

Long-Term Debt - PPP Loan (Details) - USD ($) $ in Thousands		12 Months Ended
	Aug. 05, 2020	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Principal and interest payments balance		$ 31,978
PPP Loan
Debt Instrument [Line Items]
Loan proceeds	$ 5,100
Applied loan forgiveness amount	$ 3,500
Fixed annual interest rate	1.00%
Repayment of debt		500	$ 400
Principal and interest payments balance		$ 800	$ 1,200

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
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-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Fixed operating lease cost	$ 399	$ 369
Short-term lease cost	0	567
Variable lease cost	8	184
Total lease cost	$ 407	$ 1,120

Contract Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
Contract Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Contract with Customer, Liability [Abstract]
Contract liabilities	$ 1.8	$ 2.2
Amount of revenue included in contract with customer liability	$ 1.6	$ 0.3

Loss Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Loss Per Share

The following participating securities have been excluded from the computation of diluted loss per share for the periods presented because including them would have been anti-dilutive:


	Year Ended December 31,
	2023	2022
	(in thousands)
Earnout Shares	15,000	15,000
Options and RSUs issued and outstanding	10,485	11,389
Warrants issued and outstanding	18,292	18,292
Shares related to acquisition indemnification holdback	51	—
Total	43,828	44,681

All unvested Earnout Shares are excluded from basic and diluted loss per share as such shares are contingently issuable only when the share price of the Company’s common stock exceeds specified thresholds, which had not been achieved as of December 31, 2023.

Stock-Based Compensation - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of Options Outstanding
Outstanding beginning (in shares)	7,194
Granted (in shares)	0
Exercised (in shares)	(1,010)
Forfeited or expired (in shares)	(21)
Outstanding ending (in shares)	6,163	7,194
Exercisable (in shares)	6,021
Vested and expected to vest (in shares)	6,163
Weighted-Average Exercise Price
Outstanding, beginning (in dollars per share)	$ 0.40
Granted (in dollars per share)	0
Exercised (in dollars per share)	0.10
Forfeited or expired (in dollars per share)	2.75
Outstanding, ending (in dollars per share)	0.44	$ 0.40
Exercisable (in dollars per share)	0.44
Vested and expected to vest (in dollars per share)	$ 0.44
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value
Weighted-Average Remaining Contractual Life, Outstanding	6 years 21 days	7 years 2 months 8 days
Weighted-Average Remaining Contractual Life, Exercisable	6 years 21 days
Weighted-Average Remaining Contractual Life, In Years	6 years 21 days
Aggregate Intrinsic Value, Outstanding	$ 8,934	$ 19,292
Aggregate Intrinsic Value, Exercisable	8,715
Aggregate Intrinsic Value, Vested and expected to vest	$ 8,934

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flow from operating activities:
Net loss	$ (13,317)	$ (38,567)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	4,712	24,492
Non-cash interest expense	2,506	1,115
Depreciation and amortization	1,673	571
Reduction in carrying amount of operating lease right-of-use assets	333	366
Change in fair value of derivative liability	0	4,958
Issuance of Community Shares	0	1,971
Equity in net earnings of equity method investments	(553)	0
Other	12	0
Changes in operating assets and liabilities, net of effect of acquired business:
Accounts receivable	(4,083)	(3,234)
Prepaid expenses and other current assets	(395)	534
Operating lease liabilities	(208)	(334)
Other assets	7	0
Accounts payable	3,995	4,853
Accrued expenses and other current liabilities	(841)	128
Deferred revenue	(478)	344
Other non-current liabilities	172	0
Net cash used in operating activities	(6,465)	(2,803)
Cash flows from investing activities:
Proceeds from sale and maturity of short-term investments	0	2,550
Cash paid for acquisitions, net of cash acquired	(10,430)	54
Cash paid for equity method investment	(1,470)	0
Purchase of property and equipment	(361)	(51)
Other	0	(718)
Net cash provided by (used in) investing activities	(12,261)	1,835
Cash flows from financing activities:
Proceeds from exercises of stock options	104	17
Proceeds from debt, net of discount	0	24,123
Repayment of debt	(1,264)	(565)
Proceeds from issuance of Series P preferred stock, net of issuance costs	0	10,925
Proceeds from Business Combination with CHW, net of transaction costs	0	2,589
Other	(757)	0
Net cash provided by (used in) financing activities	(1,917)	37,089
Net change in cash and cash equivalents	(20,643)	36,121
Cash and cash equivalents, beginning of period	38,966	2,845
Cash and cash equivalents, end of period	18,323	38,966
Supplemental disclosures of cash flow information:
Interest paid	4,982	2,470
Income taxes paid	40	0
Noncash investing and financing activities:
Conversion of preferred stock to common stock	0	121,188
Forward Share Purchase Agreements	$ 0	$ 4,958

Leases - Narrative (Details) - Phoenix, AZ Office Space $ in Millions	1 Months Ended
	Jun. 30, 2023 USD ($)
Operating Leased Assets [Line Items]
Monthly base rent	$ 0.9
Operating lease term	65 months

Redeemable Preferred Stock and Stockholders’ Equity (Deficit) - Preferred Stock (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Jan. 28, 2022 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2023 $ / shares shares
Redeemable Preferred Stock - Mezzanine Equity
Issuance of Series P preferred stock, net of issuance costs (in shares)		1,100,000
Issuance of Series P preferred stock, net of issuance costs \| $		$ 10,925
Preferred stock, par value, (in dollars per share) \| $ / shares			$ 0.0001
Preferred stock, shares authorized (in shares)			1,000,000
Preferred stock, shares issued (in shares)			0
Preferred stock, shares outstanding (in shares)			0
Series P Redeemable Convertible Preferred Stock
Redeemable Preferred Stock - Mezzanine Equity
Issuance of Series P preferred stock, net of issuance costs (in shares)	1,100,000
Issuance of Series P preferred stock, net of issuance costs \| $	$ 11,000
Conversion basis	1
Preferred stock, par value, (in dollars per share) \| $ / shares			$ 0.0001
Conversion ratio			0.97

Long-Term Debt - Schedule of Future Minimum Payments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Disclosure [Abstract]
2024	$ 1,751
2025	30,227
Total principal payments	$ 31,978

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following tables provide information about the Company’s financial instruments that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such values as of December 31, 2023 and 2022:


	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	11,388	$	—	$	—	$	11,388
Total cash equivalents	11,388		—		—		11,388
Total assets at fair value	$	11,388	$	—	$	—	$	11,388


	December 31, 2022
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	31,690	$	—	$	—	$	31,690
Total cash equivalents	31,690		—		—		31,690
Total assets at fair value	$	31,690	$	—	$	—	$	31,690

The Company’s money market funds were valued using Level 1 inputs because they were valued using quoted prices in active markets. As of December 31, 2023 and 2022, the Company’s cash equivalents approximated their estimated fair value. As such, there are no unrealized gains or losses related to the Company’s cash equivalents.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Option Activity

The following table summarizes the activities for all stock options under the Company’s stock-based compensation plans for the year ended December 31, 2023:


	Number of Options Outstanding	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value(1)
	(in thousands)				(in thousands)
Outstanding as of December 31, 2022	7,194	$	0.40	7.19 years	$	19,292
Granted	—	$	—
Exercised	(1,010)	$	0.10
Forfeited or expired	(21)	$	2.75
Outstanding as of December 31, 2023	6,163	$	0.44	6.06 years	$	8,934
Exercisable as of December 31, 2023	6,021	$	0.44	6.06 years	$	8,715
Vested and expected to vest as of December 31, 2023	6,163	$	0.44	6.06 years	$	8,934

(1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards.

Schedule of Restricted Stock Activity

The following table summarizes the activities for all restricted stock units (“RSUs”) under the Company’s stock-based compensation plans for the year ended December 31, 2023:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
	(in thousands)
Outstanding and nonvested as of December 31, 2022	4,195	$	2.44
Granted	2,000	$	2.34
Vested	(1,692)	$	2.44
Forfeited	(181)	$	2.40
Outstanding and nonvested as of December 31, 2023	4,322	$	2.39
Expected to vest as of December 31, 2023	4,322	$	2.39

Schedule of Total Stock-Based Compensation Expense by Function

The following table provides information about stock-based compensation expense by financial statement line item:


	Year Ended December 31,
	2023		2022
	(in thousands)
Platform operations and support	$	1,025	$	2,991
Sales and marketing	739		2,138
General and administrative	2,948		19,363
Total stock-based compensation expense	$	4,712	$	24,492

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The gross carrying amounts and accumulated amortization of the Company’s intangible assets with determinable lives as of December 31, 2023 and 2022 were as follows:


	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
Finite-lived intangible assets:
Customer relationships and licenses	$	7,686	$	(1,550)	$	6,136
Media brand	1,250		(52)		1,198
Developed technology	1,073		(479)		594
Trademarks	1,052		(201)		851
Pharmacy board licenses	5		(5)		—
Total finite-lived intangible assets	11,066		(2,287)		8,779
Indefinite-lived intangible assets	49		—		49
Total intangible assets	$	11,115	$	(2,287)	$	8,828


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
Finite-lived intangible assets:
Customer relationships and licenses	$	2,166	$	(422)	$	1,744
Developed technology	783		(226)		557
Trademarks	291		(56)		235
Pharmacy board licenses	5		—		5
Total finite-lived intangible assets	3,245		(704)		2,541
Indefinite-lived intangible assets	49		—		49
Total intangible assets	$	3,294	$	(704)	$	2,590

Schedule of Indefinite-Lived Intangible Assets

The gross carrying amounts and accumulated amortization of the Company’s intangible assets with determinable lives as of December 31, 2023 and 2022 were as follows:


	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
Finite-lived intangible assets:
Customer relationships and licenses	$	7,686	$	(1,550)	$	6,136
Media brand	1,250		(52)		1,198
Developed technology	1,073		(479)		594
Trademarks	1,052		(201)		851
Pharmacy board licenses	5		(5)		—
Total finite-lived intangible assets	11,066		(2,287)		8,779
Indefinite-lived intangible assets	49		—		49
Total intangible assets	$	11,115	$	(2,287)	$	8,828


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
Finite-lived intangible assets:
Customer relationships and licenses	$	2,166	$	(422)	$	1,744
Developed technology	783		(226)		557
Trademarks	291		(56)		235
Pharmacy board licenses	5		—		5
Total finite-lived intangible assets	3,245		(704)		2,541
Indefinite-lived intangible assets	49		—		49
Total intangible assets	$	3,294	$	(704)	$	2,590

Schedule of Estimated Amortization Expense of Intangible Asset

As of December 31, 2023, the estimated future amortization expense of intangible assets with determinable lives was as follows:


	Amount
	(in thousands)
2024	$	2,190
2025	2,067
2026	1,360
2027	1,209
2028	632
Thereafter	1,321
Total	$	8,779

Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 414
2025	424
2026	216
2027	175
2028	163
Total lease payments	1,392
Less: imputed interest	(190)
Present value of lease liabilities	$ 1,202

Revenues (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenues

The following table presents the Company’s revenues disaggregated by offering:


	Year Ended December 31,
	2023		2022
	(in thousands)
Services revenue	$	24,422	$	21,823
Wellness revenue	52,922		33,042
Pet food & treats revenue	6,572		—
Total revenues	$	83,916	$	54,865

Redeemable Preferred Stock and Stockholders’ Equity (Deficit)	12 Months Ended
	Dec. 31, 2023
Stockholders' Equity Note [Abstract]
Redeemable Preferred Stock and Stockholders’ Equity (Deficit)	Redeemable Preferred Stock and Stockholders’ Equity (Deficit) Redeemable Preferred Stock On January 28, 2022, Legacy Wag! issued 1.1 million convertible preferred shares (“Series P”) in exchange for $11 million of cash. Series P was issued on substantially similar terms to Legacy Wag!’s other convertible preferred share issuances, except for the Series P convertible share agreement, which contained an adjustment provision that provided for additional shares to be issued based on a formula if the proposed Merger was not completed, as defined in the Company’s Certificate of Incorporation. Upon consummation of the Merger, the Series P shares converted into the Company’s common stock on a one-for-one basis. In connection with the Merger, all shares of redeemable convertible preferred stock were converted to common stock of the Company. As such, all outstanding shares of Legacy Wag!’s preferred stock, except for Legacy Wag! Series P Shares (as described above), were converted into shares of the Company’s common stock, par value $0.0001 per share, at the then-effective conversion rate of approximately 0.97. Pursuant to the Company’s Certificate of Incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock having a par value of $0.0001 per share. The Company’s board of directors has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. As of December 31, 2023, no shares of preferred stock were issued and outstanding. Common Stock Warrants Legacy Wag! Common Warrants Prior to January 2019, the Company granted 91,310 warrants to purchase common stock. The weighted average exercise price for the warrants was $1.54, and the term of the warrants was 10 years. The warrants were valued on the date of grant using the Black-Scholes Merton (“Black-Scholes”) option pricing model. Upon consummation of the Merger, these warrants were unexercised at the date of the Merger and, as a result, were adjusted using an exchange ratio of 0.97 for Legacy Wag! Common Warrants. During the year ended December 31, 2022, the two Legacy Wag! holders net exercised their warrants on a cashless basis for 72,434 shares of common stock. CHW Public and Private Placement Warrants Prior to the Merger, CHW issued 12,500,000 Public Warrants and 4,238,636 Private Placement Warrants (together, the “Warrants”) in connection with its initial public offering to CHW Acquisition Sponsor, LLC, the sponsor of CHW. After consummation of the Merger on August 9, 2022, the 4,238,636 Private Placement Warrants held by the Sponsor were exchanged for 3,895,564 warrants to purchase shares of common stock of the Company issuable upon the exercise of the Private Placement Warrants originally issued to CHW and the 12,500,000 shares of common stock that are issuable upon the exercise of the Public Warrants remained outstanding. Each whole warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, at any time commencing on September 8, 2022. The Warrants will expire on the fifth anniversary of the CHW Business Combination. Management has concluded that the Warrants issued pursuant to the CHW's IPO qualify for equity accounting treatment. As of December 31, 2023, 12,500,000 Public Warrants and 3,895,564 Private Placement Warrants remained outstanding. The Company may call the Warrants for redemption: •in whole or in part; •at a price of $0.01 per warrant; •upon a minimum of 20 days’ prior written notice of redemption; and •if, and only if, the reported last sale price of the Public Shares equals or exceeds $16.50 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. Accumulated Other Comprehensive Income There were no changes in accumulated other comprehensive income for the years ended December 31, 2023 and 2022.

Redeemable Preferred Stock and Stockholders’ Equity (Deficit) - CHW Public and Private Placement Warrants (Details)		12 Months Ended
	Aug. 09, 2022 $ / shares shares	Dec. 31, 2023 day $ / shares shares	Aug. 08, 2022 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding (in shares)	91,130
Stock price trigger for redemption of public warrants (in dollars per share) \| $ / shares		$ 16.50
Threshold trading days for redemption of public warrants \| day		20
Number of trading days over which the reported sale price is measured when determining the redemption price \| day		30
Public Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding (in shares)		12,500,000	12,500,000
Number of warrants to purchase common stock (in shares)	12,500,000
Number of shares issuable per warrant (in shares)	1
Weighted average exercise price for the warrants (in dollars per share) \| $ / shares	$ 11.50
Redemption price per public warrant (in dollars per share) \| $ / shares		$ 0.01
Redemption period		20 days
Private Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding (in shares)		3,895,564	4,238,636
Class of warrant or right, cancelled (in shares)	4,238,636
Number of warrants to purchase common stock (in shares)	3,895,564

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues	$ 83,916	$ 54,865
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)	5,477	4,024
Platform operations and support	12,475	13,825
Sales and marketing	50,523	35,156
Royalty	1,791	0
General and administrative	19,223	32,415
Depreciation and amortization	1,673	571
Total costs and expenses	91,162	85,991
Interest expense	7,417	2,886
Interest income	(907)	(416)
Other expense, net	21	4,958
Loss before income taxes and equity in net earnings of equity method investment	(13,777)	(38,554)
Income taxes	93	13
Equity in net earnings of equity method investment	553	0
Net loss	$ (13,317)	$ (38,567)
Earnings Per Share
Loss per share, basic (in dollars per share)	$ (0.35)	$ (2.07)
Loss per share, diluted (in dollars per share)	$ (0.35)	$ (2.07)
Weighted-average common shares outstanding used in computing loss per share, basic (in shares)	38,402	18,641
Weighted-average common shares outstanding used in computing loss per share, diluted (in shares)	38,402	18,641

Redeemable Preferred Stock and Stockholders’ Equity (Deficit) - Common Stock Warrants (Details)		12 Months Ended
	Aug. 09, 2022 Lender shares	Dec. 31, 2022 holder shares	Dec. 31, 2018 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding (in shares)	91,130
Number of lenders	2	2
Exchange ratio	0.97
Common Stock Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding (in shares)			91,310
Weighted average exercise price for the warrants (in dollars per share) \| $ / shares			$ 1.54
Warrants and rights outstanding, term			10 years
Exchange ratio			0.97
Number of warrants to purchase common stock (in shares)		72,434

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
-Paragraph 2
-Subparagraph (a)(1)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (a)(3)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)(1)(i)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (c)(1)(iv)(01)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
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-Paragraph 2
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Business Combination with CHW - Reverse Recapitalization Shares (Details)	Nov. 01, 2022 shares	Aug. 09, 2022 $ / shares shares	Aug. 05, 2022 shares	Dec. 31, 2023 shares	Dec. 31, 2022 shares	Aug. 08, 2022 shares
Schedule Of Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)		37,746,000		39,597,000	36,849,000
CHW Business Combination and Financing Shares (in shares)		6,524,000
Other share activity (Analyst Shares, Warrant Exercises) (in shares)		122,000
CHW Business Combination, Financing Shares and Other Related Shares (in shares)		6,646,000
Legacy Wag! Shares (in shares)		31,100,000
Derivative instrument, contingent consideration, liability, shares (in shares)	955,000		2,393,378
Common and preferred stock outstanding prior to the Business Combination (in shares)						30,863,283
Exchange ratio		0.97
Private placement
Schedule Of Reverse Recapitalization [Line Items]
PIPE and Backstop Shares (in shares)		500,000
Price per share (in dollars per share) \| $ / shares		$ 10.00
Series P Redeemable Convertible Preferred Stock
Schedule Of Reverse Recapitalization [Line Items]
Number of shares converted (in shares)		1,100,000
Public Shareholders
Schedule Of Reverse Recapitalization [Line Items]
Shares issued for acquisition (in shares)		2,906,000
Sponsor Members
Schedule Of Reverse Recapitalization [Line Items]
Shares issued for acquisition (in shares)		3,118,000
Craig-Hallum Capital Group LLC
Schedule Of Reverse Recapitalization [Line Items]
Other share activity (Analyst Shares, Warrant Exercises) (in shares)		50,000
Price per share (in dollars per share) \| $ / shares		$ 4.83
CHW Acquisition Corporation
Schedule Of Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)						12,500,000
Less redemption of CHW shares (in shares)		(9,593,970)

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Summary of Lease Cost, Weighted Average Remaining Lease Term, Discount Rate and Supplemental Cash Flow Information

Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost are as follows:


	Year Ended December 31,
	2023		2022
	(in thousands)
Lease cost:
Fixed operating lease cost	$	399	$	369
Short-term lease cost	—		567
Variable lease cost(1)	8		184
Total lease cost	$	407	$	1,120

(1) Variable lease costs, which include items such as real estate taxes, common area maintenance, and changes based on an index or rate, are not included in the calculation of the right-of-use assets and are recognized as incurred.

The weighted-average remaining lease term and the weighted-average discount rate used to calculate the present value of lease liabilities are as follows:


	December 31,
	2023		2022
Weighted-average remaining lease term	3.8 years		2.3 years
Weighted-average discount rate	7.8	%	8.6	%

Supplemental cash flow information related to leases is as follows:


	Year Ended December 31,
	2023		2022
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	281	$	370
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	676	$	514

Schedule of Future Minimum Lease Payments

As of December 31, 2023, maturities of operating lease liabilities were as follows:


	Amount
	(in thousands)
2024	$	414
2025	424
2026	216
2027	175
2028	163
Total lease payments	1,392
Less: imputed interest	(190)
Present value of lease liabilities	$	1,202

Business Combination with CHW (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination And Reverse Recapitalization [Abstract]

Schedule of Reverse Recapitalization


	Reverse Recapitalization
	(in thousands)
Cash – CHW’s trust (net of redemptions)	$	28,330
Cash – PIPE and Backstop Investor	5,202
Payment of transaction costs and other related expenses	(12,488)
Payment of deferred transaction costs	(9,318)
Proceeds from merger with CHW, net of issuance costs as of the Merger Date	11,726
Reversal of APIC impact recorded upon issuance of Forward Share Purchase Agreements (“FSPAs”) in August 2022	(23,203)
Cash received from FSPA at Put Date	9,837
APIC impact of FSPA at Put Date, net of cash received	4,229
Proceeds from merger with CHW, net of issuance costs as of December 31, 2022	$	2,589


						Number of Shares
						(in thousands)
CHW public shares, prior to redemptions(1)						12,500
Less redemption of CHW shares						(9,594)
CHW public shares, net of redemptions						2,906
Sponsor Shares						3,118
PIPE and Backstop Shares						500
CHW Business Combination and Financing Shares						6,524
Other share activity (Analyst Shares(2), Warrant Exercises)						122
CHW Business Combination, Financing Shares and Other Related Shares						6,646
Legacy Wag! Shares(3)						31,100
Total shares of common stock immediately after CHW Business Combination						37,746

(1) Includes 2,393,378 shares of common stock of the Company subject to the Forward Share Purchase Agreements.

(2) 50,000 shares were issued to Craig-Hallum Capital Group LLC at a price of $4.83 per share.

Summary of Earnout Inputs and Valuation Techniques

The following table provides a range of assumptions used to determine fair value:


	Stock Price		Dividend Yield		Volatility		Risk-Free Interest Rate		Expected Term
Earnout Shares	$	8.28	—	%	44.00	%	3.20	%	3 years

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Wag! Group Co. (“Wag!,” “Wag,” the “Company,” “we,” or “our”), formerly known as CHW Acquisition Corporation (“CHW”), is incorporated in Delaware with headquarters in San Francisco, California. The Company develops and supports proprietary marketplace technologies available as a website and mobile app (“platform” or “marketplace”) that enable Pet Parents (also referred to as “end user(s)”) to connect with independent pet caregivers (“PCGs”) and third-party service and product partners to obtain pet services and products, including pet walking, sitting, boarding, pet insurance comparison, and food and treats. The Company operates in the United States. On August 9, 2022 (the “Closing Date” or “Merger Date”), Wag! Labs, Inc. (“Legacy Wag!”), CHW , and CHW Merger Sub, Inc. (“Merger Sub”) pursuant to the terms of the Business Combination Agreement and Plan of Merger (the “CHW Business Combination Agreement”) dated February 2, 2022, completed the business combination of Legacy Wag! and CHW which was effected by the merger of Merger Sub with and into Legacy Wag!, with Legacy Wag! surviving the Merger as a wholly-owned subsidiary of CHW (the “Merger,” and, together with the other transactions contemplated by the CHW Business Combination Agreement, the “CHW Business Combination”). Upon completion of the Merger on August 9, 2022, following the approval at the extraordinary general meeting of the stockholders of CHW held on July 28, 2022 (the “Special Meeting”), the Company changed its name to Wag! Group Co. (“Post-Combination Company”) and effectively assumed all of CHW’s material operations. Refer to Note 3, Business Combination with CHW, for more information regarding the Merger.

Revenues - Schedule of Disaggregation of Revenues (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenues	$ 83,916	$ 54,865
Services revenue
Disaggregation of Revenue [Line Items]
Total revenues	24,422	21,823
Wellness revenue
Disaggregation of Revenue [Line Items]
Total revenues	52,922	33,042
Pet food & treats revenue
Disaggregation of Revenue [Line Items]
Total revenues	$ 6,572	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 41
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Assets


	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	11,388	$	—	$	—	$	11,388
Total cash equivalents	11,388		—		—		11,388
Total assets at fair value	$	11,388	$	—	$	—	$	11,388


	December 31, 2022
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	31,690	$	—	$	—	$	31,690
Total cash equivalents	31,690		—		—		31,690
Total assets at fair value	$	31,690	$	—	$	—	$	31,690

Retirement Plan	12 Months Ended
Retirement Plan	Dec. 31, 2023
Retirement Benefits [Abstract]
Retirement Plan	Retirement Plan The Company maintains a defined-contribution savings plan pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. The plan is available to substantially all employees who meet the minimum age and length of service requirements. The Company’s contribution expense relating to this plan was $0.1 million and $0.1 million for the years ended December 31, 2023 and 2022, respectively.

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income taxes were as follows:


	Year Ended December 31,
	2023		2022
	(in thousands)
Current tax expense:
Federal	$	—	$	—
State	93		34
Total current tax expense	93		34
Deferred:
Federal	—		(20)
State	—		(1)
Total deferred tax expense	—		(21)
Total tax expense	$	93	$	13

The significant categories of temporary differences that gave rise to deferred tax assets and liabilities were as follows:


	December 31,
	2023		2022
	(in thousands)
Deferred tax assets:
Net operating loss carryforwards	$	58,042	$	54,628
Capitalized research and development costs	56		1,249
Stock-based compensation	334		205
Accrued expenses	421		591
Charitable contributions	445		416
Operating lease liabilities	308		218
Other	2,061		868
Gross deferred tax assets	61,667		58,175
Less: valuation allowance	(60,916)		(57,271)
Total deferred tax assets	751		904
Deferred tax liabilities:
Intangible assets	483		713
Operating lease right-of-use assets	268		191
Total deferred tax liabilities	751		904
Total net deferred tax assets	$	—	$	—

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. Net deferred tax assets consisted primarily of net operating loss carryforwards of $58.0 million and $54.6 million as of December 31, 2023 and 2022, respectively, related to U.S. federal and state taxes. A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company held valuation allowances against its deferred tax assets due to the uncertainty of realizing future benefits from its net operating loss carryforwards and other deferred tax assets. The valuation allowance increased by approximately $3.6 million and $4.5 million during the years ended December 31, 2023 and 2022, respectively.

U.S. federal and state net operating loss carryforwards of approximately $222.9 million and $186.3 million, respectively, for income tax purposes are available to offset future taxable income as of December 31, 2023. $198.4 million of the U.S. federal net operating losses can be carried forward indefinitely and are available to offset 80% of future taxable income. If not used, these federal carryforwards will begin to expire in varying amounts beginning in 2037. The state net operating loss carryovers will begin to expire in 2038 and will continue to expire through 2042.

The Tax Reform Act of 1986 and similar California legislation impose substantial restrictions on the utilization of net operating losses and tax credit carryforwards in the event that there is a change in ownership as provided by Section 382 and Section 383 of the Internal Revenue Code (“IRC”) and similar state provisions. Such a limitation could result in the limitation and/or expiration of the net operating loss carryforwards and tax credits before utilization, which could result in increased future tax liabilities when the Company becomes taxable for federal or state purposes. The Company has experienced ownership changes within the meaning of Section 382 of the IRC at various dates from 2015 through 2019.

The Company had no uncertain tax positions as of December 31, 2023 and 2022. As of December 31, 2023, the Company’s tax filings are generally subject to examination in major tax jurisdictions.

The reconciliation between the provision for income taxes at the statutory rate and the provision for income taxes at the effective tax rate is as follows:


	Year Ended December 31,
	2023		2022
	(in thousands)
Tax expense at United States statutory rate	21.0	%	21.0	%
Increase (decrease) in tax resulting from:
State taxes, net of federal effect	2.8	%	1.4	%
Change in valuation allowance	(21.5)	%	(9.1)	%
Stock-based compensation	(1.0)	%	(12.3)	%
Change in fair value of derivative liability	—	%	(2.7)	%
Transaction costs – success-based	—	%	1.8	%
Other	(2.0)	%	(0.1)	%
Total	(0.7)	%	—	%

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Acquisitions - Schedule of Purchase Consideration (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 05, 2023	Dec. 31, 2022
Business Acquisition, Contingent Consideration [Line Items]
Goodwill	$ 4,646		$ 1,451
DFA
Business Acquisition, Contingent Consideration [Line Items]
Intangible assets		$ 5,950
Goodwill		3,050
Total purchase consideration		$ 9,000

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Retirement Plan (Details) - USD ($) $ in Millions	12 Months Ended
Retirement Plan (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Contribution plan	$ 0.1	$ 0.1

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Valuation Allowance [Line Items]
Net operating loss carryforwards	$ 58,042	$ 54,628
Increase in valuation allowance	3,600	$ 4,500
Net operating losses carried forward	198,400
Domestic Tax Authority [Member]
Valuation Allowance [Line Items]
Federal and state net operating loss carryforwards	222,900
State and Local Jurisdiction [Member]
Valuation Allowance [Line Items]
Federal and state net operating loss carryforwards	$ 186,300

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Mar. 11, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Current Fiscal Year End Date	--12-31
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-40764
Entity Registrant Name	Wag! Group Co.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-3590180
Entity Address, Address Line One	55 Francisco Street
Entity Address, Address Line Two	Suite 360
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94133
City Area Code	707
Local Phone Number	324-4219
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 30.9
Entity Common Stock, Shares Outstanding		40,384,273
Documents Incorporated by Reference	Portions of the registrant’s definitive Proxy Statement for the registrant’s 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2023.
Amendment Flag	false
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Entity Central Index Key	0001842356
Common Stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	PET
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	PETWW
Security Exchange Name	NASDAQ

Significant Accounting Policies - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total property and equipment, at cost	$ 1,002	$ 660
Less: accumulated depreciation and amortization	(655)	(572)
Property and equipment, net	347	88
Equipment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total property and equipment, at cost	240	200
Internal-use software
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total property and equipment, at cost	$ 762	$ 460

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 81: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 82: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 83: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 84: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 85: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 86: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 87: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 88: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 89: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 90: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481925/310-20-65-2

Reference 91: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481925/310-20-65-2

Reference 92: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480424/946-10-50-3

+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 18,323	$ 38,966
Accounts receivable, net	10,023	5,872
Prepaid expenses and other current assets	3,428	2,585
Total current assets	31,774	47,423
Property and equipment, net	347	88
Operating lease right-of-use assets	1,045	695
Intangible assets, net	8,828	2,590
Goodwill	4,646	1,451
Other assets	57	64
Total assets	46,697	52,311
Current liabilities:
Accounts payable	9,919	7,174
Accrued expenses and other current liabilities	4,015	4,765
Deferred revenue	1,781	2,232
Deferred purchase consideration – current portion	547	750
Operating lease liabilities – current portion	386	306
Notes payable – current portion	1,751	1,264
Total current liabilities	18,399	16,491
Operating lease liabilities – non-current portion	816	435
Notes payable – non-current portion, net of debt discount and warrant allocation of $4,563 and $7,008 as of December 31, 2023 and December 31, 2022, respectively	25,664	24,970
Deferred purchase consideration – non-current portion	0	493
Other non-current liabilities	172	0
Total liabilities	45,051	42,389
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock, $0.0001 par value; 110,000 shares authorized as of both December 31, 2023 and December 31, 2022; 39,597 and 36,849 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	4	4
Additional paid-in capital	163,376	158,335
Accumulated deficit	(161,734)	(148,417)
Total stockholders’ equity	1,646	9,922
Total liabilities and stockholders’ equity	$ 46,697	$ 52,311

Fair Value Measurements - Schedule of Financial Assets (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets:
Total cash equivalents	$ 11,388	$ 31,690
Total assets at fair value	11,388	31,690
Level 1
Assets:
Total cash equivalents	11,388	31,690
Total assets at fair value	11,388	31,690
Level 2
Assets:
Total cash equivalents	0	0
Total assets at fair value	0	0
Level 3
Assets:
Total cash equivalents	0	0
Total assets at fair value	0	0
Money market funds
Assets:
Total cash equivalents	11,388	31,690
Money market funds \| Level 1
Assets:
Total cash equivalents	11,388	31,690
Money market funds \| Level 2
Assets:
Total cash equivalents	0	0
Money market funds \| Level 3
Assets:
Total cash equivalents	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Debt discount and warranty allocation	$ 4,563	$ 7,008
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	110,000	110,000
Common stock, issued (in shares)	39,597	36,849
Common stock, outstanding (in shares)	39,597	36,849

Acquisitions - Schedule of Estimated Useful Lives of Acquired Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 15, 2023	Jan. 05, 2023
Woof Woof TV
Business Acquisition, Contingent Consideration [Line Items]
Total intangible assets	$ 1,250
Estimated Weighted-Average Useful Life	2 years
Media brand \| Woof Woof TV
Business Acquisition, Contingent Consideration [Line Items]
Total intangible assets	$ 1,250
Estimated Weighted-Average Useful Life	2 years
DFA
Business Acquisition, Contingent Consideration [Line Items]
Total intangible assets		$ 5,950
Estimated Weighted-Average Useful Life		7 years
DFA \| Developed technology and website content
Business Acquisition, Contingent Consideration [Line Items]
Total intangible assets		$ 1,950
Estimated Weighted-Average Useful Life		5 years
DFA \| Strategic customer relationships and subscriber lists
Business Acquisition, Contingent Consideration [Line Items]
Total intangible assets		$ 3,600
Estimated Weighted-Average Useful Life		8 years
DFA \| Trademarks
Business Acquisition, Contingent Consideration [Line Items]
Total intangible assets		$ 400
Estimated Weighted-Average Useful Life		10 years

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 4,646	$ 1,451
Amortization expense	$ 1,600	$ 500

- Definition

+ References + Details

Acquisitions - Narrative (Details) - USD ($)					3 Months Ended
Acquisitions - Narrative (Details) - USD ($)	Dec. 15, 2023	Apr. 06, 2023	Jan. 05, 2023	Aug. 03, 2021	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Woof Woof TV
Business Acquisition, Contingent Consideration [Line Items]
Amount deposited into an escrow account	$ 200,000
Fair value	$ 1,250,000
Asset acquisition of entity interests	100.00%
Consideration transferred	$ 1,300,000
Payment on acquisition date	$ 1,100,000
CPI
Business Acquisition, Contingent Consideration [Line Items]
Outstanding equity interests				100.00%
Cash consideration				$ 3,500,000
Common stock consideration (in shares)				600,000
Common stock consideration				$ 200,000
Cash consideration				1,500,000
Deferred purchase consideration				$ 2,000,000
Payment period				3 years
Liabilities accrued						$ 500,000	$ 1,200,000
DFA
Business Acquisition, Contingent Consideration [Line Items]
Cash consideration			$ 9,000,000
Cash consideration			8,100,000
Amount deposited into an escrow account			900,000
Working capital			0
Transaction-related costs					$ 100,000
Fair value			$ 5,950,000
Maxbone
Business Acquisition, Contingent Consideration [Line Items]
Outstanding equity interests		100.00%
Cash consideration		$ 500,000
Common stock consideration (in shares)		100,000
Common stock consideration		$ 200,000
Fair value		200,000
Consideration issued		100,000
Considered remaining		$ 100,000

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company leases office space under non-cancellable lease agreements which expire between 2026 and 2028. Certain of these arrangements have free rent, escalating rent payment provisions, lease renewal options, and tenant allowances. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leases with an initial term of twelve months or less are not recorded on the Company’s consolidated balance sheets, and the Company does not separate non-lease components from lease components.

In June 2023, the Company entered into a non-cancellable agreement to lease office space in Phoenix, Arizona to replace its existing office space in Phoenix. The base rent is approximately $0.9 million in the aggregate over the original lease term of 65 months from the commencement date.

Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost are as follows:


	Year Ended December 31,
	2023		2022
	(in thousands)
Lease cost:
Fixed operating lease cost	$	399	$	369
Short-term lease cost	—		567
Variable lease cost(1)	8		184
Total lease cost	$	407	$	1,120

As of December 31, 2023, maturities of operating lease liabilities were as follows:


	Amount
	(in thousands)
2024	$	414
2025	424
2026	216
2027	175
2028	163
Total lease payments	1,392
Less: imputed interest	(190)
Present value of lease liabilities	$	1,202

As the implicit rate in the Company's leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its existing credit arrangements, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease term may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. The weighted-average remaining lease term and the weighted-average discount rate used to calculate the present value of lease liabilities are as follows:


	December 31,
	2023		2022
Weighted-average remaining lease term	3.8 years		2.3 years
Weighted-average discount rate	7.8	%	8.6	%

Supplemental cash flow information related to leases is as follows:


	Year Ended December 31,
	2023		2022
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	281	$	370
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	676	$	514

Goodwill and Other Intangible Assets - Schedule of Estimated Amortization Expense of Intangible Asset (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 2,190
2025	2,067
2026	1,360
2027	1,209
2028	632
Thereafter	1,321
Total	$ 8,779	$ 2,541

Income Taxes - Summary of Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current tax expense:
Federal	$ 0	$ 0
State	93	34
Total current tax expense	93	34
Deferred:
Federal	0	(20)
State	0	(1)
Total deferred tax expense	0	(21)
Total tax expense	$ 93	$ 13

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal and Other Contingencies From time to time, the Company may be a party to litigation and subject to claims, including non-income tax audits, in the ordinary course of business. The Company accrues a liability when management believes information available to it prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although the results of litigation and claims cannot be predicted with certainty, management concluded that there was not a reasonable probability that it had incurred a material loss during the periods presented related to such loss contingencies. Therefore, the Company has not recorded a reserve for any such contingencies. Given the inherent uncertainties and unpredictability of litigation, the ultimate outcome of ongoing matters cannot be predicted with certainty but the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense, and settlement costs, diversion of management resources, and other factors. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances changes, or contingencies are resolved; such changes are recorded in the accompanying statements of operations during the period of the change and reflected in accrued expenses and other current liabilities on the accompanying consolidated balance sheets. The Company has been and continues to be involved in numerous legal proceedings related to PCG classification. In California, Assembly Bill No. 5 (AB-5) implemented a presumption that workers are employees. However, AB-2257 exempts agencies providing referrals for certain animal services, including dog walking, from AB-5. The Company believes that it falls within this exemption. Nevertheless, the interpretation or enforcement of the exemption could change. The United States Department of Labor announced on October 11, 2022 that it would publish a Notice of Proposed Rulemaking regarding the classification of workers as independent contractors or employees. The Company is monitoring the development of the proposed rule and will evaluate in a future period any potential impact of the final rule, when issued, on our operations. The Company is subject to audits by taxing authorities and other forms of investigation, audit, or inquiry conducted by federal, state, or local governmental agencies. Due to the inherent uncertainties in the final outcome of such matters, the Company can give no assurance that it will prevail in such matters, which could have an adverse effect on the Company’s business. In addition, the Company may be subject to greater risk of legal claims or regulatory actions as it increases and continues its operations in jurisdictions where the laws and regulations governing online marketplaces or the employment classification of service providers who use online marketplaces are uncertain or unfavorable. In November 2019, California issued an assessment alleging various violations and penalties related to alleged misclassification of pet caregivers who use the Company’s platform as independent contractors. The Company has challenged both the legal basis and the amount of the assessment, of $1.7 million in unemployment insurance contributions for our independent contractors. In April 2022, the California Employment Development Department ("CA EDD") initiated a routine employment tax audit of the Company. The Company is engaged in ongoing discussions with the CA EDD, including providing additional data that has been requested, in order to determine what, if any, additional assessments are warranted. CA EDD alleges the Company owes approximately $1.3 million in unemployment insurance contributions for our independent contractors. In response, the Company submitted a Petition for Reassessment and intend to defend itself vigorously in this pending matter. The Company believes given the inherent uncertainties of litigation, the outcome of this matter is not considered probable nor estimable and, therefore, the Company has not recorded a reserve. In August 2018, the New York State Department of Labor (“NY DOL”) issued an Investigation Report assessing the Company with approximately $0.2 million in unemployment insurance contributions for our independent contractors. In August 2023, the Company completed payments of $0.4 million to the DOL, which represented the amount of the assessment plus interest and was recognized in general and administrative expenses within the Company’s consolidated statement of operations for the year ended December 31, 2023. In December 2019, Wag Hotels, Inc. filed a lawsuit against the Company alleging various claims related to breach of contract and trademark infringement. On June 29, 2023, the parties agreed to a settlement amount of $0.5 million to resolve all claims, with an initial payment up front and the remaining payments over 25 months. The settlement was executed on August 30, 2023. The $0.5 million was recognized in general and administrative expenses within the Company’s consolidated statement of operations for the year ended December 31, 2023 and the Company has recorded a corresponding liability in Accrued expenses and other current liabilities and Other non-current liabilities within its consolidated balance sheet as of December 31, 2023. In December 2023, the NY DOL issued an investigation report assessing the Company with approximately $1.8 million in unemployment insurance contributions, including interest and penalties, for its independent contractors. On January 19, 2024, the Company submitted a request for hearing contesting assessment. The Company believes given the inherent uncertainties of litigation, the outcome of this matter is not considered probable nor estimable and, therefore, the Company has not recorded a reserve. As of December 31, 2023, management did not believe that the outcome of pending matters would have a material effect on the Company’s financial position, results of operations, or cash flows.

Commitments and Contingencies (Details) - USD ($) $ in Millions		1 Months Ended	3 Months Ended
	Jun. 29, 2023	Aug. 31, 2023	Jun. 30, 2023	Dec. 31, 2023	Apr. 30, 2022	Nov. 30, 2019	Aug. 31, 2018
Wag Hotels, Inc Litigation
Loss Contingencies [Line Items]
Settlement amount	$ 0.5
Settlement amount recognized as accrued liability			$ 0.5
Unemployment Insurance Contributions, Independent Contractors
Loss Contingencies [Line Items]
Unemployment insurance contributions				$ 1.8	$ 1.3	$ 1.7	$ 0.2
Amount of claim paid		$ 0.4

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands, shares in Millions	1 Months Ended	12 Months Ended
	Aug. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total intrinsic value of stock options exercised		$ 2,200	$ 300
Aggregate stock compensation expense remaining to be amortized		$ 20
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock compensation expense expected to be recognized over a weighted average period		1 year 2 months 23 days
Options \| 2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved (in shares)		0.5
Options \| 2022 Plan \| Director
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	1 year
Options \| 2022 Plan \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	3 years
Options \| 2022 Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	4 years
Restricted Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total vesting date fair value		$ 3,800	$ 400
Stock compensation expense expected to be recognized over a weighted average period		2 years 1 month 9 days
Unrecognized expense related to unvested restricted stock		$ 9,300
Employee Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved (in shares)	6.4
Purchase price, after discount	85.00%

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Use of Estimates

Reclassifications

Recently Adopted Accounting Pronouncements and New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

New Accounting Pronouncements

Cash and Cash Equivalents

Accounts Receivable, Net

Property and Equipment

Property and Equipment, Net

Property and equipment, net consisted of the following:


	December 31,
	2023		2022
	(in thousands)
Property and equipment, at cost:
Equipment	$	240	$	200
Internal-use software	762		460
Total property and equipment, at cost	1,002		660
Less: accumulated depreciation and amortization	(655)		(572)
Property and equipment, net	$	347	$	88

Impairment of Long-Lived Assets

Acquired Intangible Assets

Goodwill

Equity Method Investment

Revenue Recognition

Principal vs. Agent Considerations

Gift Cards

The Company recognizes breakage revenue based on historical redemption patterns.

Incentives

Loss Per Share

Business Combinations

Fair Value Measurements

Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Concentration Risks

Other Risks and Uncertainties

Segment Reporting

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share

The following participating securities have been excluded from the computation of diluted loss per share for the periods presented because including them would have been anti-dilutive:


	Year Ended December 31,
	2023	2022
	(in thousands)
Earnout Shares	15,000	15,000
Options and RSUs issued and outstanding	10,485	11,389
Warrants issued and outstanding	18,292	18,292
Shares related to acquisition indemnification holdback	51	—
Total	43,828	44,681

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill recorded in connection with the Company’s acquisitions is primarily attributable to the assembled workforce and anticipated operational synergies. Goodwill is reviewed for impairment at least annually, absent any interim indicators of impairment. Goodwill was $4.6 million and $1.5 million as of December 31, 2023 and 2022, respectively. The increase in goodwill during the year ended December 31, 2023 was due to the acquisitions of businesses during 2023 as further discussed in Note 15, Acquisitions.

The gross carrying amounts and accumulated amortization of the Company’s intangible assets with determinable lives as of December 31, 2023 and 2022 were as follows:


	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
Finite-lived intangible assets:
Customer relationships and licenses	$	7,686	$	(1,550)	$	6,136
Media brand	1,250		(52)		1,198
Developed technology	1,073		(479)		594
Trademarks	1,052		(201)		851
Pharmacy board licenses	5		(5)		—
Total finite-lived intangible assets	11,066		(2,287)		8,779
Indefinite-lived intangible assets	49		—		49
Total intangible assets	$	11,115	$	(2,287)	$	8,828


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
Finite-lived intangible assets:
Customer relationships and licenses	$	2,166	$	(422)	$	1,744
Developed technology	783		(226)		557
Trademarks	291		(56)		235
Pharmacy board licenses	5		—		5
Total finite-lived intangible assets	3,245		(704)		2,541
Indefinite-lived intangible assets	49		—		49
Total intangible assets	$	3,294	$	(704)	$	2,590

Amortization expense related to customer relationships and licenses, media brand, developed technology, trademarks, and pharmacy board licenses is recorded in depreciation and amortization within the Company’s consolidated statements of operations. Amortization expense of intangible assets with determinable lives was $1.6 million and $0.5 million for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, the estimated future amortization expense of intangible assets with determinable lives was as follows:


	Amount
	(in thousands)
2024	$	2,190
2025	2,067
2026	1,360
2027	1,209
2028	632
Thereafter	1,321
Total	$	8,779

Contract Liabilities	12 Months Ended
Contract Liabilities	Dec. 31, 2023
Contract with Customer, Liability [Abstract]
Contract Liabilities	Contract Liabilities The timing of Services revenue recognition may differ from the timing of invoicing to or collections from customers. The Company’s contract liabilities balance, which is included in Deferred revenue within the Company’s consolidated balance sheets, is primarily comprised of unredeemed gift cards, prepayments received from consumers for Wag! Premium subscriptions, and certain consumer credits for which the revenue is recognized over time as they are used for services on its platform. The contract liabilities balance was $1.8 million and $2.2 million as of December 31, 2023 and 2022, respectively. Revenues recognized related to the Company’s contract liabilities as of the beginning of the year was $1.6 million and $0.3 million for the years ended December 31, 2023 and 2022, respectively.

Acquisitions

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisition of Compare Pet Insurance

On August 3, 2021, the Company acquired 100% of the outstanding equity interests of Compare Pet Insurance Services, Inc. (“CPI”), one of the leading pet insurance marketplaces in the U.S., for cash consideration of $3.5 million and 0.6 million common shares with a fair value of $0.2 million as of the closing date. Of the cash consideration of $3.5 million, $1.5 million was paid on the acquisition date and the remaining $2.0 million will be paid in quarterly installments over three years, starting in the fourth quarter of 2021. The deferred purchase consideration, which was recorded at fair value on the acquisition date, was recognized in accrued expenses and other current liabilities, as well as other non-current liabilities, within the Company’s the consolidated balance sheet. As of December 31, 2023 and 2022, the amounts included in accrued expenses and other current liabilities, as well as other non-current liabilities, within the Company’s consolidated balance sheets, were $0.5 million and $1.2 million, respectively.

Acquisition of Dog Food Advisor

On January 5, 2023, the Company entered into an Asset Purchase Agreement with Clicks and Traffic LLC to purchase its Dog Food Advisor (“DFA”) assets for cash consideration of $9.0 million. Of the cash consideration of $9.0 million, $8.1 million was paid on the acquisition date and the remaining $0.9 million was deposited into an escrow account as an indemnification holdback for a period of 12 months. No working capital was acquired as part of the transaction. The Company incurred less than $0.1 million in transaction-related costs during the first quarter of 2023 in connection with the acquisition of DFA, which are included in general and administrative expenses within the Company’s consolidated statement of operations. The acquisition marked the Company’s entrance into the Pet Food & Treats market, in line with its strategy to be an all-inclusive, trusted partner for the premium Pet Parent.

The assets acquired were recognized at fair value as of the date of the acquisition. During 2023, the Company finalized the analysis of the purchase price and no adjustments were made to the assessed fair values. The following table summarizes the final fair values assigned to the assets acquired:


	January 5, 2023
	(in thousands)
Intangible assets	$	5,950
Goodwill	3,050
Total purchase consideration	$	9,000

The table below summarizes the fair value and the estimated useful lives of the acquired intangible assets:

January 5,
2023

Estimated Weighted-Average Useful Life

(in thousands)

Developed technology and website content

1,950

5 years

Strategic customer relationships and subscriber lists

3,600

8 years

Trademarks

400

10 years

Total intangible assets

5,950

7 years

Goodwill recognized as a result of this acquisition is deductible for tax purposes.

Pro forma disclosures required under ASC 805-10-50 are not presented because the pro forma impacts on the current period and prior year comparable period are not material.

Acquisition of Maxbone, Inc.

On April 6, 2023, the Company acquired 100% of the outstanding equity interests of MaxBone, Inc., a top-tier digital platform for modern pet essentials, for cash consideration of $0.5 million and 0.1 million common shares with a fair value of $0.2 million as of the closing date. Of the $0.2 million of common stock consideration, $0.1 million was issued on the acquisition date and the remaining $0.1 million will be issued in the future after the indemnification holdback period expires 12 months after the acquisition close. The acquisition expanded the Company’s reach into the Pet Supplies market, while remaining committed to the needs and standards of the premium Pet Parent.

Acquisition of Woof Woof TV

On December 15, 2023, the Company acquired 100% of the outstanding equity interests of Rowlo Woof Limited (“Woof Woof TV”), a digital media publishing company focusing on content for dog lovers, for cash consideration of $1.3 million. Of the $1.3 million of cash consideration, $1.1 million was paid on the acquisition date and the remaining $0.2 million was deposited into an escrow account as an indemnification holdback for a period of 12 months. The Company accounted for the transaction as an asset acquisition, as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset.

The table below summarizes the fair value and the estimated useful life of the acquired intangible asset:

December 15,
2023

Estimated Weighted-Average Useful Life

(in thousands)

Media brand

1,250

2 years

Total intangible assets

1,250

2 years

Leases - Summary of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 281	$ 370
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$ 676	$ 514

Stock-Based Compensation - Schedule of Total Stock-Based Compensation Expense by Function (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 4,712	$ 24,492
Platform operations and support
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	1,025	2,991
Sales and marketing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	739	2,138
General and administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,948	$ 19,363

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Insider Trading Arrangements	3 Months Ended	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023 shares	Dec. 31, 2023 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Maziar Arjomand [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On December 8, 2023, Maziar Arjomand, our Chief Technology Officer, adopted a 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 180,000 shares of common stock and 180,000 shares of common stock issuable upon the exercise of options. The trading plan is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading plan is until March 31, 2025, or earlier if all transactions under the trading plan are completed.
Name	Maziar Arjomand
Title	Chief Technology Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	December 8, 2023
Arrangement Duration	479 days
Mazjar Arjomand Rule Trading Arrangement, Common Stock [Member] \| Maziar Arjomand [Member]
Trading Arrangements, by Individual
Aggregate Available	180,000	180,000
Mazjar Arjomand Rule Trading Arrangement, Options [Member] \| Maziar Arjomand [Member]
Trading Arrangements, by Individual
Aggregate Available	180,000	180,000

Business Combination with CHW - Schedule of Reverse Recapitalization (Details) - USD ($) $ in Thousands			12 Months Ended
	Nov. 09, 2022	Aug. 09, 2022	Dec. 31, 2023	Dec. 31, 2022
Business Combination And Reverse Recapitalization [Abstract]
Cash – CHW’s trust (net of redemptions)		$ 28,330
Cash – PIPE and Backstop Investor		5,202
Payment of transaction costs and other related expenses		(12,488)
Payment of deferred transaction costs		(9,318)
Proceeds from merger with CHW, net of issuance costs as of the Merger Date		$ 11,726	$ 0	$ 2,589
Reversal of APIC impact recorded upon issuance of Forward Share Purchase Agreements (“FSPAs”) in August 2022				(23,203)
Cash received from FSPA at Put Date	$ 9,800			9,837
APIC impact of FSPA at Put Date, net of cash received				4,229
Proceeds from merger with CHW, net of issuance costs as of December 31, 2022				$ 2,589

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Summary of Income Taxes

Income taxes were as follows:


	Year Ended December 31,
	2023		2022
	(in thousands)
Current tax expense:
Federal	$	—	$	—
State	93		34
Total current tax expense	93		34
Deferred:
Federal	—		(20)
State	—		(1)
Total deferred tax expense	—		(21)
Total tax expense	$	93	$	13

Summary of Significant Components of Deferred Tax Assets and Liabilities

The significant categories of temporary differences that gave rise to deferred tax assets and liabilities were as follows:


	December 31,
	2023		2022
	(in thousands)
Deferred tax assets:
Net operating loss carryforwards	$	58,042	$	54,628
Capitalized research and development costs	56		1,249
Stock-based compensation	334		205
Accrued expenses	421		591
Charitable contributions	445		416
Operating lease liabilities	308		218
Other	2,061		868
Gross deferred tax assets	61,667		58,175
Less: valuation allowance	(60,916)		(57,271)
Total deferred tax assets	751		904
Deferred tax liabilities:
Intangible assets	483		713
Operating lease right-of-use assets	268		191
Total deferred tax liabilities	751		904
Total net deferred tax assets	$	—	$	—

Summary of Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate

The reconciliation between the provision for income taxes at the statutory rate and the provision for income taxes at the effective tax rate is as follows:


	Year Ended December 31,
	2023		2022
	(in thousands)
Tax expense at United States statutory rate	21.0	%	21.0	%
Increase (decrease) in tax resulting from:
State taxes, net of federal effect	2.8	%	1.4	%
Change in valuation allowance	(21.5)	%	(9.1)	%
Stock-based compensation	(1.0)	%	(12.3)	%
Change in fair value of derivative liability	—	%	(2.7)	%
Transaction costs – success-based	—	%	1.8	%
Other	(2.0)	%	(0.1)	%
Total	(0.7)	%	—	%

Significant Accounting Policies - Narrative (Details) $ in Thousands	3 Months Ended			12 Months Ended
	Dec. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Aug. 09, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Exchange ratio						0.97
Depreciation and amortization				$ 100	$ 100
Initial investment			$ 1,500
Royalty				1,791	0
Cash and cash equivalents	$ 18,323		$ 38,966	18,323	38,966
Customer One \| Revenue Benchmark \| Customer Concentration Risk
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues				13,500	6,600
Customer Two \| Revenue Benchmark \| Customer Concentration Risk
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues				$ 16,500	$ 8,300
Top Two Customers \| Revenue Benchmark \| Customer Concentration Risk
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage of total revenue				36.00%	27.00%
Top Three Customers \| Accounts Receivable \| Customer Concentration Risk
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage of total revenue				58.00%
Top Four Customers \| Accounts Receivable \| Customer Concentration Risk
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage of total revenue					65.00%
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ratable basis over contractual period				1 month
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ratable basis over contractual period				1 year
Limited Liability Equity Method Investment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Outstanding ownership percentage acquired		51.00%
Consideration transferred		$ 2,200
Recognition of intangible assets acquired		200
Cash acquired	$ 2,500
New Limited Liability Company
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ownership percentage			49.00%		49.00%
Derecognition of royalties payable		$ 1,800

Long-Term Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Long-Term Debt

Paycheck Protection Program Loan

On August 5, 2020, the Company received loan proceeds of approximately $5.1 million from a financial institution pursuant to the Paycheck Protection Program (the “PPP Loan”) established by the Coronavirus Aid, Relief, and Economic Security Act, of which $3.5 million was subsequently forgiven. The PPP Loan matures on August 5, 2025 and bears interest at a fixed rate of 1.00%. Principal and interest payments are payable monthly.

During the years ended December 31, 2023 and 2022, the Company repaid a total amount of $0.5 million and $0.4 million, respectively, on amounts outstanding under the PPP Loan. As of December 31, 2023 and December 31, 2022, the amount outstanding under the PPP Loan was $0.8 million and $1.2 million, respectively.

During the years ended December 31, 2023 and 2022, the Company recognized immaterial amounts of interest expense relating to the PPP Loan.

Blue Torch Financing and Warrant Agreement

On August 9, 2022, the Company entered into a financing agreement and warrant agreement with Blue Torch Finance, LLC (together with its affiliated funds and any other parties providing a commitment thereunder, including any additional lenders, agents, arrangers or other parties joined thereto after the date thereof, collectively, “Blue Torch”), pursuant to which, among other things, Blue Torch agreed to extend an approximately $32.2 million senior secured term loan (the “Financing Agreement”) . The Financing Agreement is secured by a first priority security interest in substantially all assets of the Company and its subsidiaries.

The Financing Agreement bears interest at a floating rate of interest equal to, at the Company’s option, Secured Overnight Financing Rate (“SOFR”) plus 10.00% per annum or the reference rate plus 9.00% per annum, with the reference rate defined as the greatest of:

•2.00% per annum;

•the federal funds effective rate plus 0.50% per annum;

•one-month SOFR plus 1.00% per annum; and

•the prime rate announced by the Wall Street Journal from time to time.

SOFR will be subject to a floor of 1.00% per annum, and the reference rate will be subject to a floor of 2.00% per annum. Interest will be payable in arrears at the end of each SOFR interest period (but at least every three months) for SOFR borrowings and quarterly in arrears for reference rate borrowings.

The Financing Agreement matures in three years after the Closing Date and is subject to quarterly amortization payments of principal, in an aggregate amount equal to 2.00% of the outstanding principal amount in the first year after closing, 3.00% of the outstanding principal amount in the second year after closing, and 5.00% of the outstanding principal amount in the third year after closing. The remaining outstanding principal balance of the Financing Agreement is due and payable in full on the maturity date. In addition to scheduled amortization payments, the Financing Agreement contains customary mandatory prepayment provisions that require principal prepayments of the loan upon certain triggering events, including receipt of asset sale proceeds outside of the ordinary course of business, receipt of certain insurance proceeds, and receipt of proceeds of non-permitted debt. The loan may also be voluntarily prepaid at any time, subject to the payment of a prepayment premium and a make-whole payment. The prepayment premium is payable for voluntary payments and certain mandatory prepayments, and is equal to: (i) an interest make-whole payment plus 3.00% of the principal amount of such prepayment in the first year after closing; (ii) 2.00% of the principal amount of such prepayment in the second year after closing; and (iii) 0% thereafter.

The Financing Agreement contains customary representations and warranties, affirmative covenants, financial reporting requirements, negative covenants and events of default. The negative covenants impose restrictions on the ability of the Company and its subsidiaries to incur indebtedness, grant liens, make investments, make acquisitions, declare and pay restricted payments, prepay junior or subordinated debt, sell assets, and enter into transactions with affiliates, in each case, subject to certain customary exceptions.

The Company’s obligations under the Financing Agreement are guaranteed by certain of its subsidiaries meeting materiality thresholds. Such obligations, including the guarantees, are secured by substantially all of the personal property of the Company and its subsidiary guarantors, including pursuant to a Security Agreement simultaneously entered into on August 9, 2022. The Financing Agreement establishes the following financial covenants: (i) the Company's trailing annual aggregate revenue shall exceed certain thresholds as of the end of each monthly computation period as defined therein; and (ii) liquidity shall not be less than $5 million at any time. The Company was in compliance with these covenants as of December 31, 2023. During the first quarter of 2023, the Company received a waiver regarding a covenant for timely reporting and execution of agreements with respect to the creation of a new wholly-owned subsidiary to hold the Dog Food Advisor assets.

As of December 31, 2023 and 2022, the interest rate for borrowings under the Financing Agreement was 15.61% and 14.84%, respectively.

During the years ended December 31, 2023 and 2022, the Company repaid a total amount of $0.8 million and $0.2 million, respectively, on amounts outstanding under the Financing Agreement. As of December 31, 2023 and December 31, 2022, the amount outstanding under the Financing Agreement was $31.2 million and $32.0 million, respectively.

During the years ended December 31, 2023 and 2022, the Company recognized $4.9 million and $1.8 million, respectively, of interest expense relating to the Financing Agreement.

On the closing of the Financing Agreement, the Company also entered into the Lender Warrant Agreement with Vstock Transfer, LLC as warrant agent, pursuant to which affiliates of Blue Torch received 1,896,177 warrants to acquire common stock of the Company, par value $0.0001 per share (“Common Stock”), for $11.50 per whole share (such warrants, the “Lender Warrants”). The Lender Warrants were issued pursuant to the SPAC Warrant Agreement (as defined in the CHW Business Combination Agreement) and are subject to the terms and conditions thereof, as modified (whether reflected in the terms of the Lender Warrants issued on the Merger Date, or in an amendment to or exchange for the Lender Warrants consummated after the Merger Date) to provide that (i) the exercise period of the Lender Warrants will terminate on the earliest to occur of (x) the date that is ten years after completion of the CHW Business Combination, (y) liquidation of the Company, and (z) redemption of the Lender Warrants as provided in the SPAC Warrant Agreement (the “Lender Warrant Expiration Date”), (ii) Blue Torch has the ability to net exercise the Lender Warrants (based on the fair value of the stock at the time of net exercise, fair value being equal to the public trading price at the time of exercise) on a cashless basis, (iii) Blue Torch received the benefit of certain customary representations and warranties from the Company, and (iv) the Lender Warrants are not required to be registered under the Securities Act.

At the date of issuance, the Company classified the Lender Warrants as equity and recognized them in additional paid-in capital within its consolidated balance sheet. As the Lender Warrants were classified as equity, the Company will not remeasure the Lender Warrants each accounting period. The Company estimated the fair value of warrants exercisable for common stock using the Black-Scholes option valuation model. The Black-Scholes option valuation model inputs are based on the estimated fair value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrant, the risk-free interest rates, the expected dividends, and the expected volatility of the price of the Company’s underlying stock.

As the Lender Warrants were classified as equity, the proceeds were allocated based on the relative fair values of the financial instruments issued as a whole.

Total Debt

As of December 31, 2023, annual scheduled principal payments of debt were as follows:


	Amount
	(in thousands)
2024	$	1,751
2025	30,227
Total principal payments	$	31,978

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details