SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SherpaVentures Fund II, LP (Last) (First) (Middle) 505 HOWARD STREET, SUITE 201 (Street) SAN FRANCISCO CA 94105 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/09/2022	3. Issuer Name and Ticker or Trading Symbol Wag! Group Co. [ PET ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,348,634(1)	I	By SherpaVentures Fund II, LP(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SherpaVentures Fund II, LP (Last) (First) (Middle) 505 HOWARD STREET, SUITE 201 (Street) SAN FRANCISCO CA 94105 (City) (State) (Zip)

1. Name and Address of Reporting Person* SherpaVentures Fund II GP, LLC (Last) (First) (Middle) 505 HOWARD STREET, SUITE 201 (Street) SAN FRANCISCO CA 94105 (City) (State) (Zip)

1. Name and Address of Reporting Person* Stanford Scott (Last) (First) (Middle) 505 HOWARD STREET, SUITE 201 (Street) SAN FRANCISCO CA 94105 (City) (State) (Zip)

Explanation of Responses:

1. In connection with the merger of Wag Labs, Inc. into CHW Merger Sub, Inc. with Wag Labs, Inc. being the surviving entity and becoming a subsidiary of Wag! Group Co. (the "Business Combination"), the Business Combination Agreement provides that certain eligible company equity holders will receive earn-out shares as additional consideration for the Company interests acquired in connection with the business combination, for no consideration, after certain triggering events as defined in the Business Combination Agreement. ACME Fund II's right to receive additional shares pursuant to this earn-out right became fixed on August 9, 2022, the effective date of the Business Combination.

2. Shares are held by SherpaVentures Fund II, LP ("ACME Fund II"). SherpaVentures Fund II GP, LLC ("ACME GP II") is the general partner of ACME Fund II and may be deemed to beneficially own the shares held by ACME Fund II. Scott Stanford is the managing member of ACME GP II and may be deemed to beneficially own the shares held by ACME Fund II. Each of ACME GP II and Mr. Stanford disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein.

Remarks:

	SherpaVentures Fund II, LP, By: SherpaVentures Fund II GP, LLC, its General Partner, By /s/ Scott Stanford, Manager	08/19/2022
	SherpaVentures Fund II GP, LLC, By /s/ Scott Stanford, Manager	08/19/2022
	/s/ Scott Stanford	08/19/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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