0001104659-22-099765 | S-1 | XBRL Viewer

Cover
- Document and Entity Information
Financial Statements
- Consolidated Balance Sheets
- Consolidated Balance Sheets (Parenthetical)
- Consolidated Statements of Operations
- Consolidated Statements of Comprehensive Loss
- Consolidated Statements of Mezzanine Equity and Stockholders' Deficit
- Consolidated Statement of Cash Flows
- Consolidated Statement of Cash Flows (Parenthetical)
Notes to Financial Statements
- Description of business
- Summary of Significant Accounting Policies
- Business Combinations
- Revenue and Contract Liabilities
- Fair Value Measurements
- Goodwill and Intangible Assets
- Property and Equipment, Net
- Leases
- Commitments and Contingencies
- Debt
- Stockholders' Equity and Mezzanine Equity
- Income Taxes
- Loss per share
- 401(k) Plan
- Restructuring
- Subsequent Events
Accounting Policies
- Summary of Significant Accounting Policies (Policies)
Notes Tables
- Summary of Significant Accounting Policies (Tables)
- Business Combinations (Tables)
- Revenue and Contract Liabilities (Tables)
- Fair Value Measurements (Tables)
- Goodwill and Intangible Assets (Tables)
- Property and Equipment, Net (Tables)
- Leases (Tables)
- Debt (Tables)
- Stockholders' Equity and Mezzanine Equity (Tables)
- Income Taxes (Tables)
- Loss per share (Tables)
- Restructuring (Tables)
Notes Details
- Summary of Significant Accounting Policies - Additional Information (Details)
- Summary of Significant Accounting Policies - Property plant and equipment estimated useful lives (Details)
- Business Combinations - Purchase consideration (Details)
- Business Combinations - Fair value and the estimated useful lives of the acquired intangible assets (Details)
- Business Combinations - pro forma information (Details)
- Business Combinations - Additional information (Details)
- Revenue and Contract Liabilities - Disaggregation of revenue (Details)
- Revenue and Contract Liabilities - Additional information (Details)
- Fair Value Measurements - Company's financial assets that are measured at fair value on a recurring basis (Details)
- Fair Value Measurements - Unrealized positions for available-for-sale securities (Details)
- Goodwill and Intangible Assets (Details)
- Goodwill and Intangible Assets - Net book value (Details)
- Goodwill and Intangible Assets - Useful life (Details)
- Goodwill and Intangible Assets - Estimated amortization expense (Details)
- Property and Equipment, Net (Details)
- Leases - Future minimum lease payments (Details)
- Leases - Additional information (Details)
- Commitments and Contingencies (Details)
- Debt - Additional Information (Details)
- Debt - Future minimum payments of principal of Company's outstanding PPP loan (Details)
- Stockholders' Equity and Mezzanine Equity - Redeemable Preferred Stock - Mezzanine Equity (Details)
- Stockholders' Equity and Mezzanine Equity - Series D repurchase (Details)
- Stockholders' Equity and Mezzanine Equity - Preferred Stock Provisions (Details)
- Stockholders Equity and Mezzanine Equity - Common Stock (Details)
- Stockholders' Equity and Mezzanine Equity - Common Stock Reserved for Future Issuance (Details)
- Stockholders' Equity and Mezzanine Equity - Stock Option Plan (Details)
- Stockholders' Equity and Mezzanine Equity - Options by Exercise Price (Details)
- Stockholders' Equity and Mezzanine Equity - Restricted Stock (Details)
- Stockholders' Equity and Mezzanine Equity - Common stock warrants (Details)
- Income Taxes (Details)
- Income Taxes - Reconciliation of statutory federal income tax rate (Details)
- Income Taxes - Deferred tax assets and liabilities (Details)
- Income Taxes - Additional Information (Details)
- Loss per share (Details)
- Loss per share - Computation of diluted net loss per share attributable to common stockholders (Details)
- Restructuring (Details)
- Restructuring - Liability balances (Details)
- Restructuring - Related charges (Details)
- Subsequent Events (Details)
Financial Statements
- Condensed Consolidated Balance Sheets
- Condensed Consolidated Balance Sheets (Parenthetical)
- Condensed Consolidated Statements of Operations
- Condensed Consolidated Statements of Mezzanine Equity and Stockholders' Deficit
- Unaudited Condensed Consolidated Statement of Cash Flows
Notes to Financial Statements
- Description of business
- Summary of Significant Accounting Policies
- Business Combinations
- Revenue
- Contract Liabilities
- Fair Value Measurements
- Leases
- Commitments and Contingencies
- Debt
- Stockholders' Equity and Mezzanine Equity
- Income Taxes
- Earnings (loss) per share
- 401(k) Plan
- Subsequent Events
Accounting Policies
- Summary of Significant Accounting Policies (Policies)
Notes Tables
- Summary of Significant Accounting Policies (Tables)
- Business Combinations (Tables)
- Revenue (Tables)
- Fair Value Measurements (Tables)
- Leases (Tables)
- Debt (Tables)
- Stockholders' Equity and Mezzanine Equity (Tables) (Imported)
- Earnings (loss) per share (Tables)
Notes Details
- Summary of Significant Accounting Policies - Additional Information (Details)
- Summary of Significant Accounting Policies - Property plant and equipment estimated useful lives (Details)
- Business Combinations - Purchase consideration (Details)
- Business Combinations - Fair value and the estimated useful lives of the acquired intangible assets (Details)
- Business Combinations - Additional information (Details)
- Revenue - Disaggregation of revenue (Details)
- Contract Liabilities (Details)
- Fair Value Measurements - Company's financial assets that are measured at fair value on a recurring basis (Details)
- Leases - Future minimum lease payments (Details)
- Leases - Additional information (Details)
- Commitments and Contingencies (Details)
- Debt - Additional Information (Details)
- Debt - Future minimum payments of principal of Company's outstanding PPP loan (Details)
- Stockholders' Equity and Mezzanine Equity - Redeemable Preferred Stock - Mezzanine Equity (Details)
- Stockholders' Equity and Mezzanine Equity - Preferred Stock Provisions (Details)
- Stockholders Equity and Mezzanine Equity - Common Stock (Details)
- Stockholders' Equity and Mezzanine Equity - Common Stock Reserved for Future Issuance (Details)
- Stockholders' Equity and Mezzanine Equity - Stock Option Plan (Details)
- Stockholders' Equity and Mezzanine Equity - Restricted Stock (Details)
- Stockholders' Equity and Mezzanine Equity - Restricted Stock Paragraphs (Details)
- Stockholders' Equity and Mezzanine Equity - Common stock warrants (Details)
- Income Taxes (Details)
- Earnings (loss) per share (Details)
- Earnings (loss) per share - Computation of diluted net loss per share attributable to common stockholders (Details)
- Subsequent Events - Business Combination (Details)
- Subsequent Events - Conversion (Details)
- Subsequent Events - Forward Purchase Agreement (Details)
- Subsequent Events - Blue Torch Financing Agreement (Details)
- Subsequent Events - Earnout Shares (Details)
Financial Statements
- CONDENSED BALANCE SHEETS
- CONDENSED BALANCE SHEETS (Parenthetical)
- CONDENSED STATEMENTS OF OPERATIONS
- CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
- CONDENSED STATEMENTS OF CASH FLOWS
Notes to Financial Statements
- Description of Organization and Business Operations and Liquidity
- Summary of Significant Accounting Policies
- Initial Public Offering and Over-Allotment
- Private Placement Warrants
- Related Party Transactions
- Commitments and Contingencies
- Shareholders' Deficit
- Warrants
- Fair Value Measurements
- Subsequent Events
Accounting Policies
- Summary of Significant Accounting (Policies)
Notes Tables
- Summary of Significant Accounting Policies (Tables)
- Warrants (Tables)
- Fair Value Measurements (Tables)
Notes Details
- Description of Organization and Business Operations (Details)
- Summary of Significant Accounting Policies (Details)
- Summary of Significant Accounting Policies - Reconciliation of Ordinary Shares (Details)
- Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details)
- Initial Public Offering and Over-Allotment (Details)
- Private Placement Warrants (Details)
- Related Party Transactions - Founder Shares (Details)
- Related Party Transactions - Additional Information (Details)
- Commitments and Contingencies (Details)
- Shareholders' Deficit - Preferred Stock Shares (Details)
- Shareholders' Deficit - Common Stock Shares (Details)
- Warrants (Details)
- Warrants - Fair value measurements at issuance (Details)
- Fair Value Measurements (Details)
- Fair Value Measurements - Founder share valuation (Details)
- Subsequent Events (Details)
Financial Statements
- CONDENSED BALANCE SHEETS
- CONDENSED BALANCE SHEETS (Parenthetical)
- CONDENSED STATEMENTS OF OPERATIONS
- CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
- CONDENSED STATEMENTS OF CASH FLOWS
Notes to Financial Statements
- Description of Organization and Business Operations and Liquidity
- Summary of Significant Accounting Policies
- Initial Public Offering and Over-Allotment
- Private Placement Warrants
- Related Party Transactions
- Commitments and Contingencies
- Shareholders' Deficit
- Warrants
- Fair Value Measurements
- Subsequent Events
Accounting Policies
- Summary of Significant Accounting (Policies)
Notes Tables
- Summary of Significant Accounting Policies (Tables)
- Warrants (Tables)
- Fair Value Measurements (Tables)
Notes Details
- Description of Organization and Business Operations (Details)
- Summary of Significant Accounting Policies (Details)
- Summary of Significant Accounting Policies - Reconciliation of Ordinary Shares (Details)
- Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details)
- Initial Public Offering and Over-Allotment (Details)
- Private Placement Warrants (Details)
- Related Party Transactions - Founder Shares (Details)
- Related Party Transactions - Additional Information (Details)
- Commitments and Contingencies (Details)
- Shareholders' Deficit - Preferred Stock Shares (Details)
- Shareholders' Deficit - Common Stock Shares (Details)
- Warrants (Details)
- Warrants - Fair value measurements at issuance (Details)
- Fair Value Measurements (Details)
- Fair Value Measurements - Founder share valuation (Details)
- Subsequent Events (Details)
All Reports

Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2022
Cover [Abstract]
Document Type	S-1
Entity Registrant Name	WAG! GROUP CO.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001842356
Amendment Flag	false

Consolidated Balance Sheets - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Jan. 01, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 11, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 168,249			$ 687,581
Prepaid expenses and other current assets	317,250			286,687
Total current assets	554,090			1,042,859
Total assets	125,792,874			126,237,285
Current liabilities:
Accounts payable	81,513			583,331
Total current liabilities	3,702,831			583,331
Total liabilities	8,077,831			4,958,331
Commitments and contingencies (Note 8)
Mezzanine equity:
Total mezzanine equity	125,190,736			125,000,000
Stockholders' equity:
Common stock, $0.0001 par value, 43,763,126 shares authorized, 6,297,398 and 5,629,095 outstanding at December 31, 2021 and 2020, respectively	318			318
Accumulated deficit	(7,476,011)			(3,721,364)
Total stockholders' deficit	(7,475,693)	$ (5,892,993)		(3,721,046)	$ 9,128	$ 13,367	$ 0
Total liabilities, mezzanine equity and stockholders' deficit	125,792,874			126,237,285
Wag Labs, Inc.
Current assets:
Cash and cash equivalents	2,438,000			2,628,000				$ 3,049,000
Short-term investments available for sale	6,962,000			2,771,000				16,358,000
Accounts receivable, net	4,492,000			2,638,000				160,000
Prepaid expenses and other current assets	3,102,000			3,043,000				2,368,000
Deferred offering costs	3,099,000			930,000
Total current assets	20,093,000			12,010,000				21,935,000
Property and equipment, net	55,000			90,000				280,000
Intangible assets, net	2,641,000			2,888,000				40,000
Goodwill	1,427,000			1,427,000
Other assets	81,000			47,000				919,000
Total assets	24,642,000			16,462,000				23,174,000
Current liabilities:
Accounts payable	3,359,000			2,299,000				1,000,000
Accrued expenses and other current liabilities	4,065,000			4,601,000				5,015,000
Gift card and subscription liabilities	2,108,000			1,888,000				1,800,000
Deferred purchase consideration - current portion	750,000			750,000
Loan - current portion	444,000			442,000				149,000
Total current liabilities	11,069,000			9,980,000				7,964,000
Loan - non-current portion	978,000			1,200,000				4,989,000
Deferred purchase consideration - non-current portion	813,000			1,130,000				148,000
Total liabilities	12,911,000			12,310,000				13,101,000
Commitments and contingencies (Note 8)
Mezzanine equity:
Total mezzanine equity	121,190,000	121,190,000		110,265,000	110,265,000	110,265,000		110,265,000	$ 110,265,000
Stockholders' equity:
Common stock, $0.0001 par value, 43,763,126 shares authorized, 6,297,398 and 5,629,095 outstanding at December 31, 2021 and 2020, respectively	1,000			1,000				1,000
Additional paid-in capital	3,830,000			3,736,000				3,345,000
Accumulated deficit	(113,290,000)		$ 100,000	(109,850,000)				(103,539,000)
Accumulated other comprehensive loss								1,000
Total stockholders' deficit	(109,459,000)	$ (108,409,000)		(106,113,000)	$ (105,211,000)	$ (102,838,000)		(100,192,000)	$ (81,637,000)
Total liabilities, mezzanine equity and stockholders' deficit	24,642,000			16,462,000				23,174,000
Wag Labs, Inc. \| Series Seed redeemable preferred stock
Mezzanine equity:
Total mezzanine equity	19,382,000			19,382,000				19,382,000
Wag Labs, Inc. \| Series A redeemable preferred stock
Mezzanine equity:
Total mezzanine equity	25,969,000			25,969,000				25,969,000
Wag Labs, Inc. \| Series B redeemable preferred stock
Mezzanine equity:
Total mezzanine equity	32,057,000			32,057,000				32,057,000
Wag Labs, Inc. \| Series C redeemable preferred stock
Mezzanine equity:
Total mezzanine equity	32,857,000			$ 32,857,000				$ 32,857,000
Wag Labs, Inc. \| Series P redeemable preferred stock
Mezzanine equity:
Total mezzanine equity	$ 10,925,000

Consolidated Balance Sheets (Parenthetical) - $ / shares	Aug. 05, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Redeemable preferred stock, par value		$ 0.0001		$ 0.0001
Redeemable preferred stock, issued		12,500,000		12,500,000
Redeemable preferred stock, outstanding		12,500,000		12,500,000
Common stock, par value	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, authorized		110,000,000		110,000,000
Common stock, outstanding		3,187,500		3,187,500
Wag Labs, Inc.
Redeemable preferred stock, authorized		29,295,386		24,545,386			24,545,386
Redeemable preferred stock, issued		25,645,386		24,545,386			24,545,386
Redeemable preferred stock, outstanding		25,645,386	25,645,386	24,545,386	24,545,386	24,545,386	24,545,386	24,545,386
Common stock, par value		$ 0.0001		$ 0.0001			$ 0.0001
Common stock, authorized		77,808,512		43,763,126			43,763,126
Common stock, outstanding		6,317,897		6,297,398			5,629,095
Wag Labs, Inc. \| Series Seed redeemable preferred stock
Redeemable preferred stock, par value		$ 0.0001		$ 0.0001			$ 0.0001
Redeemable preferred stock, authorized		4,502,881		4,502,881			4,502,881
Redeemable preferred stock, issued		4,502,881		4,502,881			4,502,881
Redeemable preferred stock, outstanding		4,502,881		4,502,881			4,502,881
Wag Labs, Inc. \| Series A redeemable preferred stock
Redeemable preferred stock, par value		$ 0.0001		$ 0.0001			$ 0.0001
Redeemable preferred stock, authorized		6,072,815		6,072,815			6,072,815
Redeemable preferred stock, issued		6,072,815		6,072,815			6,072,815
Redeemable preferred stock, outstanding		6,072,815		6,072,815			6,072,815
Wag Labs, Inc. \| Series B redeemable preferred stock
Redeemable preferred stock, par value		$ 0.0001		$ 0.0001			$ 0.0001
Redeemable preferred stock, authorized		6,694,033		6,694,033			6,694,033
Redeemable preferred stock, issued		6,694,033		6,694,033			6,694,033
Redeemable preferred stock, outstanding		6,694,033		6,694,033			6,694,033
Wag Labs, Inc. \| Series C redeemable preferred stock
Redeemable preferred stock, par value		$ 0.0001		$ 0.0001			$ 0.0001
Redeemable preferred stock, authorized		7,275,657		7,275,657			7,275,657
Redeemable preferred stock, issued		7,275,657		7,275,657			7,275,657
Redeemable preferred stock, outstanding		7,275,657		7,275,657			7,275,657

Consolidated Statements of Operations - USD ($)	3 Months Ended					6 Months Ended			12 Months Ended
Consolidated Statements of Operations - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Costs and expenses:
General and administrative	$ 1,569,501		$ 4,239			$ 3,751,650	$ 15,873			$ 832,564
Net loss	(1,391,964)	$ (2,171,947)	(4,239)		$ (11,634)	(3,563,911)	$ (15,873)			$ (829,563)
Wag Labs, Inc.
Revenue	12,784,000		3,567,000			22,450,000		$ 6,156,000	$ 20,082,000		$ 11,970,000
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)	1,200,000		675,000			2,006,000		1,073,000	2,777,000		2,756,000
Platform operations and support	2,817,000		2,690,000			5,394,000		5,260,000	10,265,000		13,282,000
Sales and marketing	7,284,000		1,235,000			13,366,000		1,840,000	10,221,000		3,140,000
General and administrative	2,398,000		1,333,000			4,765,000		2,996,000	6,956,000		11,550,000
Depreciation and amortization	145,000		55,000			297,000		110,000	388,000		213,000
Total costs and expenses	13,844,000		5,988,000			25,828,000		11,279,000	30,607,000		30,941,000
Gain on forgiveness of PPP loan									3,482,000
Interest (expense) income, net									(61,000)		145,000
Loss before income taxes	(1,077,000)		(2,430,000)			(3,427,000)		(5,137,000)	(7,104,000)		(18,826,000)
Income tax benefit (expense)	(13,000)		(4,000)			(13,000)		(4,000)	793,000		(13,000)
Net loss	$ (1,090,000)	$ (2,350,000)	$ (2,434,000)	$ (2,708,000)		$ (3,440,000)		$ (5,141,000)	$ (6,311,000)		$ (18,839,000)
Net loss per share, Basic	$ (0.17)		$ (0.43)			$ (0.55)		$ (0.91)	$ (1.07)		$ (3.35)
Weighted-average shares, Basic	6,305,282		5,638,678			6,301,362		5,636,666	5,908,062		5,623,515
Net loss per share, Diluted	$ (0.17)		$ (0.43)			$ (0.55)		$ (0.91)	$ (1.07)		$ (3.35)
Weighted-average shares, Diluted	6,305,282		5,638,678			6,301,362		5,636,666	5,908,062		5,623,515

Consolidated Statements of Comprehensive Loss - USD ($)	12 Months Ended
Consolidated Statements of Comprehensive Loss - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Wag Labs, Inc.
Net Loss	$ (6,311,000)	$ (18,839,000)
Other comprehensive income (loss):
Change unrealized gain (loss) on investments	1,000	(8,000)
Other comprehensive income (loss):	1,000	(8,000)
Total comprehensive loss	$ (6,310,000)	$ (18,847,000)

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Consolidated Statements of Mezzanine Equity and Stockholders' Deficit - USD ($)	Wag Labs, Inc. Common Stock	Wag Labs, Inc. Additional Paid-in Capital	Wag Labs, Inc. Accumulated Deficit	Wag Labs, Inc. Accumulated Other Comprehensive Income (Loss)	Wag Labs, Inc.	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Dec. 31, 2019					$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Dec. 31, 2019					24,545,386
Redeemable Preferred Stock - Mezzanine Equity ending balance at Dec. 31, 2020					$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Dec. 31, 2020					24,545,386
Balance at the beginning at Dec. 31, 2019	$ 1,000	$ 3,053,000	$ (84,700,000)	$ 9,000	$ (81,637,000)
Balance at the beginning (in shares) at Dec. 31, 2019	5,614,470
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options		7,000			7,000
Shares issued upon exercise of stock options (in shares)	21,917
Shares cancelled, forfeited, or repurchased (in shares)	(7,292)
Stock-based compensation		285,000			285,000
Other comprehensive loss				(8,000)	(8,000)
Net loss			(18,839,000)		(18,839,000)
Balance at the end (in shares) at Dec. 31, 2020	5,629,095
Balance at the end at Dec. 31, 2020	$ 1,000	3,345,000	(103,539,000)	1,000	(100,192,000)
Redeemable Preferred Stock - Mezzanine Equity ending balance at Mar. 31, 2021					$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Mar. 31, 2021					24,545,386
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options		1,000			$ 1,000
Net loss			(2,708,000)		(2,708,000)
Balance at the end (in shares) at Mar. 31, 2021	5,629,095
Balance at the end at Mar. 31, 2021	$ 1,000	3,407,000	(106,247,000)	1,000	(102,838,000)	$ 288	$ 24,713	$ (11,634)	$ 13,367
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Dec. 31, 2020					$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Dec. 31, 2020					24,545,386
Redeemable Preferred Stock - Mezzanine Equity ending balance at Jun. 30, 2021					$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Jun. 30, 2021					24,545,386
Balance at the beginning at Dec. 31, 2020	$ 1,000	3,345,000	(103,539,000)	1,000	$ (100,192,000)
Balance at the beginning (in shares) at Dec. 31, 2020	5,629,095
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					(5,141,000)
Balance at the end (in shares) at Jun. 30, 2021	5,638,678
Balance at the end at Jun. 30, 2021	$ 1,000	3,468,000	(108,681,000)	1,000	(105,211,000)	288	24,713	(15,873)	9,128
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Dec. 31, 2020					$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Dec. 31, 2020					24,545,386
Redeemable Preferred Stock - Mezzanine Equity ending balance at Dec. 31, 2021					$ 110,265,000				$ 125,000,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Dec. 31, 2021					24,545,386				12,500,000
Balance at the beginning at Dec. 31, 2020	$ 1,000	3,345,000	(103,539,000)	1,000	$ (100,192,000)
Balance at the beginning (in shares) at Dec. 31, 2020	5,629,095
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options		3,000			3,000
Shares issued upon exercise of stock options (in shares)	29,061
Stock-based compensation		222,000			222,000
Other comprehensive loss				(1,000)	(1,000)
Shares issued upon acquisition		166,000			166,000
Shares issued upon acquisition (in shares)	639,242
Net loss			(6,311,000)		(6,311,000)
Balance at the end (in shares) at Dec. 31, 2021	6,297,398
Balance at the end at Dec. 31, 2021	$ 1,000	3,736,000	(109,850,000)		(106,113,000)	318	0	(3,721,364)	$ (3,721,046)
Redeemable Preferred Stock - Mezzanine Equity ending balance at Mar. 31, 2021					$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Mar. 31, 2021					24,545,386
Balance at the beginning at Jan. 11, 2021						0	0	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss								(11,634)	(11,634)
Balance at the end (in shares) at Mar. 31, 2021	5,629,095
Balance at the end at Mar. 31, 2021	$ 1,000	3,407,000	(106,247,000)	1,000	$ (102,838,000)	288	24,713	(11,634)	13,367
Redeemable Preferred Stock - Mezzanine Equity ending balance at Jun. 30, 2021					$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Jun. 30, 2021					24,545,386
Balance at the beginning at Jan. 11, 2021						0	0	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss									(15,873)
Balance at the end (in shares) at Jun. 30, 2021	5,638,678
Balance at the end at Jun. 30, 2021	$ 1,000	3,468,000	(108,681,000)	1,000	$ (105,211,000)	288	24,713	(15,873)	9,128
Redeemable Preferred Stock - Mezzanine Equity ending balance at Dec. 31, 2021					$ 110,265,000				$ 125,000,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Dec. 31, 2021					24,545,386				12,500,000
Balance at the beginning at Jan. 11, 2021						0	0	0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss								(829,563)	(829,563)
Balance at the end (in shares) at Dec. 31, 2021	6,297,398
Balance at the end at Dec. 31, 2021	$ 1,000	3,736,000	(109,850,000)		$ (106,113,000)	318	0	(3,721,364)	(3,721,046)
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Mar. 31, 2021					$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Mar. 31, 2021					24,545,386
Redeemable Preferred Stock - Mezzanine Equity ending balance at Jun. 30, 2021					$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Jun. 30, 2021					24,545,386
Balance at the beginning at Mar. 31, 2021	$ 1,000	3,407,000	(106,247,000)	1,000	$ (102,838,000)	288	24,713	(11,634)	13,367
Balance at the beginning (in shares) at Mar. 31, 2021	5,629,095
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options (in shares)	(9,583)
Net loss			(2,434,000)		(2,434,000)			(4,239)	(4,239)
Balance at the end (in shares) at Jun. 30, 2021	5,638,678
Balance at the end at Jun. 30, 2021	$ 1,000	3,468,000	(108,681,000)	$ 1,000	(105,211,000)	288	24,713	(15,873)	9,128
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Dec. 31, 2021					$ 110,265,000				$ 125,000,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Dec. 31, 2021					24,545,386				12,500,000
Redeemable Preferred Stock - Mezzanine Equity ending balance at Mar. 31, 2022					$ 121,190,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Mar. 31, 2022					25,645,386
Balance at the beginning at Dec. 31, 2021	$ 1,000	3,736,000	(109,850,000)		$ (106,113,000)	318	0	(3,721,364)	$ (3,721,046)
Balance at the beginning (in shares) at Dec. 31, 2021	6,297,398
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(2,350,000)		(2,350,000)			(2,171,947)	(2,171,947)
Balance at the end (in shares) at Mar. 31, 2022	6,297,398
Balance at the end at Mar. 31, 2022	$ 1,000	3,790,000	(112,200,000)		(108,409,000)	318		(5,893,311)	(5,892,993)
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Dec. 31, 2021					$ 110,265,000				$ 125,000,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Dec. 31, 2021					24,545,386				12,500,000
Redeemable Preferred Stock - Mezzanine Equity ending balance at Jun. 30, 2022					$ 121,190,000				$ 125,190,736
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Jun. 30, 2022					25,645,386				12,500,000
Balance at the beginning at Dec. 31, 2021	$ 1,000	3,736,000	(109,850,000)		$ (106,113,000)	318	$ 0	(3,721,364)	$ (3,721,046)
Balance at the beginning (in shares) at Dec. 31, 2021	6,297,398
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					(3,440,000)				(3,563,911)
Balance at the end (in shares) at Jun. 30, 2022	6,317,897
Balance at the end at Jun. 30, 2022	$ 1,000	3,830,000	(113,290,000)		(109,459,000)	318		(7,476,011)	(7,475,693)
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Mar. 31, 2022					$ 121,190,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Mar. 31, 2022					25,645,386
Redeemable Preferred Stock - Mezzanine Equity ending balance at Jun. 30, 2022					$ 121,190,000				$ 125,190,736
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Jun. 30, 2022					25,645,386				12,500,000
Balance at the beginning at Mar. 31, 2022	$ 1,000	3,790,000	(112,200,000)		$ (108,409,000)	318		(5,893,311)	$ (5,892,993)
Balance at the beginning (in shares) at Mar. 31, 2022	6,297,398
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options	$ 0
Shares issued upon exercise of stock options (in shares)	(20,499)
Stock-based compensation		40,000			40,000
Net loss			(1,090,000)		(1,090,000)			(1,391,964)	(1,391,964)
Balance at the end (in shares) at Jun. 30, 2022	6,317,897
Balance at the end at Jun. 30, 2022	$ 1,000	$ 3,830,000	$ (113,290,000)		$ (109,459,000)	$ 318		$ (7,476,011)	$ (7,475,693)

Consolidated Statement of Cash Flows - USD ($)	6 Months Ended			12 Months Ended
Consolidated Statement of Cash Flows - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (3,563,911)	$ (15,873)			$ (829,563)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	112,818				(478,116)
Accounts payable	(501,818)	4,145			583,330
Net cash used in operating activities	(519,332)	(11,728)			(795,937)
Cash flows from investing activities
Net cash (used in) provided by investing activities					(125,000,000)
Cash flows from financing activities
Net cash provided by financing activities		31,838			126,483,518
Cash, cash equivalents and restricted cash at beginning of period	687,581	0			0
Cash, cash equivalents and restricted cash at end of period	168,249	20,110	$ 20,110	$ 687,581	687,581
Wag Labs, Inc.
Cash flows from operating activities
Net loss	(3,440,000)		(5,141,000)	(6,311,000)		$ (18,839,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Paid-in-kind interest	58,000			54,000
Stock-based compensation	94,000		122,000	222,000		285,000
Depreciation and amortization	297,000		110,000	388,000		213,000
Gain on PPP loan forgiveness				(3,482,000)
Provision for deferred taxes				(793,000)
Loss on disposal of property and equipment						128,000
Changes in operating assets and liabilities:
Accounts receivable	(1,854,000)		(127,000)	(2,478,000)		494,000
Prepaid expenses and other current assets	(59,000)		(116,000)	(675,000)		(564,000)
Deferred costs				(930,000)
Other assets			46,000	872,000		(757,000)
Accounts payable	1,060,000		67,000	1,299,000		(644,000)
Accrued expenses and other current liabilities	(536,000)		(1,907,000)	(364,000)		(6,051,000)
Deferred revenue	220,000		16,000	88,000		(887,000)
Other non-current liabilities			(493,000)	(146,000)		148,000
Net cash used in operating activities	(4,146,000)		(7,423,000)	(12,256,000)		(26,474,000)
Cash flows from investing activities
Purchases of short term investments	(10,092,000)		(15,616,000)	(17,692,000)		(88,880,000)
Proceeds from sale of short term investments	5,901,000		21,666,000	31,280,000		108,727,000
Proceeds from the sale of property and equipment						22,000
Cash payment for acquisition				(1,509,000)
Payment of deferred purchase consideration	(375,000)			(188,000)
Purchase of property and equipment	(14,000)			(5,000)		(86,000)
Net cash (used in) provided by investing activities	(4,580,000)		6,050,000	11,886,000		19,783,000
Cash flows from financing activities
(Payments) proceeds from PPP loan				(54,000)		5,138,000
Proceeds from exercises of stock options				3,000		7,000
Net cash provided by financing activities	8,536,000			(51,000)		5,145,000
Net decrease in cash, cash equivalents and restricted cash	(190,000)		(1,373,000)	(421,000)		(1,546,000)
Cash, cash equivalents and restricted cash at beginning of period	2,628,000		3,049,000	3,049,000		4,595,000
Cash, cash equivalents and restricted cash at end of period	2,438,000	$ 1,676,000	1,676,000	2,628,000	$ 2,628,000	3,049,000
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	8,000			22,000
Cash paid during the year for income taxes	$ 14,000		$ 4,000	$ 1,000		$ 4,000

Consolidated Statement of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Wag Labs, Inc.
Deferred purchase obligation payable	$ 2,250	$ 2,250

Description of business	6 Months Ended	12 Months Ended
Description of business	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
Description of business	Note 1 — Description of Organization and Business Operations and Liquidity CHW Acquisition Corporation (the “Company”, “ CHW”) was incorporated in the Cayman Islands on January 12, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (a “Business Combination”). Business Combination On August 9, 2022 (the “Closing Date”), Wag Labs, Inc., a Delaware corporation (“Legacy Wag!” ), CHW and CHW Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of CHW (“Merger Sub”), consummated the closing of the transactions contemplated by the Business Combination Agreement, dated February 2, 2022, by and among Legacy Wag!, CHW, and Merger Sub (the “Business Combination Agreement”), following the approval at an extraordinary general meeting of CHW’s shareholders held on July 28, 2022 (the “Special Meeting”). Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy Wag! and CHW was effected by the merger of Merger Sub with and into Legacy Wag!, with Legacy Wag! surviving the merger (the “Surviving Entity”) as a wholly owned subsidiary of CHW (the “Merger,” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, on August 5, 2022, CHW was incorporated in State of Delaware and changed its name from CHW Acquisition Corporation to Wag! Group Co. (“Wag!”). In connection with the Special Meeting and the Business Combination, the holders of 9,593,970 shares of CHW’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), exercised their right to redeem their shares for cash at a redemption price of approximately $10.03 per share, for an aggregate redemption amount of $96,192,551.15. Conversion and Exchange of Equity in the Business Combination 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 Wag!’s common stock, par value $0.0001 per share (“Common Stock”), at the then-effective conversion rate as calculated pursuant to the 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 Wag!’s common stock equal to the exchange ratio of 0.97 shares of Wag!’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 Wag!’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; (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 Wag!’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 Wag!’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 Closing Date; (viii) immediately prior to the Effective Time, each CHW ordinary share (including any founder shares not forfeited) was converted into shares of Wag!’s common stock; (ix) the cancellation of 343,072 founder warrants held by CHW Acquisition Sponsor LLC (the “Sponsor”) in a maximum redemption scenario in connection with the Business Combination and in accordance with the terms of that certain letter agreement, dated February 2, 2022, by and among the Sponsor, Jonah Raskas, Mark Grundman and CHW (the “CHW Founders Stock Letter”) and the Business Combination Agreement; (x) the issuance of 300,000 Wag! Community Shares that Wag! 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 Business Combination and in accordance with the CHW Founders Stock Letter and the Business Combination Agreement. Prior to the Business Combination As of June 30, 2022, the Company had not commenced any operations. All activity from January 12, 2021 (inception) through June 30, 2022, relates to the Company’s formation and initial public offering (“IPO”), which is described below, and, since the offering, the search for a prospective initial Business Combination which closed on August 9, 2022. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generated non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on August 30, 2021. On September 1, 2021, the Company consummated the IPO of 11,000,000 units (the “Units”) with respect to the ordinary shares (the “Ordinary Shares”) included in the units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $110,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,000,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, CHW Acquisition Sponsor, LLC and underwriters generating gross proceeds of $4,000,000, which is described in Note 4. On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. Accordingly, on September 1, 2021, the Company consummated the sale of an additional 1,500,000 Units to the public, at $10.00 per Unit, and the sale of an additional 238,636 Private Placement Warrants, at $1.00 per Private Placement Warrants, generating total gross proceeds of $15,238,636. Offering costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $13,130,743, consisting of $2,187,500 of underwriting fees, $4,375,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)), $5,975,625 for the fair value of shares issued to the anchor investors and representative shares (see Note 3 and Note 6) and $592,618 of other costs. As described in Note 6, the $4,375,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by December 1, 2022, subject to the terms of the underwriting agreement. The underwriters received the deferred underwriting fees on August 9, 2022. Following the closing of the IPO on September 1, 2021, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has had broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on closing a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Liquidity and Capital Resources As of June 30, 2022, the Company had $168,249 in its operating bank accounts, $125,190,736 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $3,148,741. As of June 30, 2022, approximately $190,736 of the amount deposit in the Trust Account represented interest income. Subsequent to the consummation of the IPO, our liquidity needs had been satisfied through the use of funds held outside of the Trust Account. Based on the foregoing, management believes that the cash on hand and the funds which the Company has available following the completion of the Business Combination was sufficient to meet the Company’s needs through the consummation of the Business Combination. The substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements, has been alleviated as a result of the Business Combination consummated subsequently to June 30, 2022.	Note 1 — Description of Organization and Business Operations and Liquidity CHW Acquisition Corporation (the “Company”, “CHW”) was incorporated in the Cayman Islands on January 12, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity from January 12, 2021 (inception) through December 31, 2021 relates to the Company’s formation and initial public offering (“IPO”), which is described below, and, since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on August 30, 2021. On September 1, 2021, the Company consummated the IPO of 11,000,000 units (the “Units”) with respect to the ordinary shares (the “Ordinary Shares”) included in the units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $110,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,000,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, CHW Acquisition Sponsor, LLC and underwriters generating gross proceeds of $4,000,000, which is described in Note 4. On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. Accordingly, on September 1, 2021, the Company consummated the sale of an additional 1,500,000 Units to the public, at $10.00 per Unit, and the sale of an additional 238,636 Private Placement Warrants, at $1.00 per Private Placement Warrants, generating total gross proceeds of $15,238,636. Offering costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $13,130,743, consisting of $2,187,500 of underwriting fees, $4,375,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)), $5,975,625 for the fair value of shares issued to the anchor investors and representative shares (see Note 3 and Note 6) and $592,618 of other costs. As described in Note 6, the $4,375,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by December 1, 2022, subject to the terms of the underwriting agreement. Following the closing of the IPO on September 1, 2021, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants.
Wag Labs, Inc.
Description of business	1.Description of business Wag Labs, Inc. (“Wag” or the “Company”) is incorporated in Delaware with headquarters in San Francisco, California. The Company develops and supports a proprietary marketplace technology available as a website and mobile app (“platform” or “marketplace”) that enables independent pet caregivers (“PCG”) to connect with pet parents (“Services”). The platform allows pet parents (also referred to as “end- user(s)”), who require specific pet care services, to make service requests in the platform, which are then fulfilled by PCGs. Additionally, in August 2021, the Company launched a suite of pet wellness services and products (“Wag! Wellness”), including pet expert advice, pet wellness plans, and pet insurance comparison tools. The Company operates in the United States. On February 2, 2022, the Company entered into a Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) with CHW Acquisition Corporation (“CHW”) and CHW Merger Sub Inc. (“Sub”), a wholly owned subsidiary of CHW. Pursuant to the terms of the Business Combination Agreement, Sub will merge with and into Wag! with Wag! continuing as the surviving entity (the “Merger”). Upon completion of the Merger on August 9, 2002, the Company changed its name to Wag Group Co. (“New Wag”) and effectively comprised all of CHW’s material operations. Refer to Note 14 for more information regarding the Merger.		1.Description of business Wag Labs, Inc. (“Wag” or the “Company”) is incorporated in Delaware with headquarters in San Francisco, California. The Company develops and supports a proprietary marketplace technology available as a website and mobile app (“platform” or “marketplace”) that enables independent pet caregivers (“PCG”) to connect with pet parents (“Services”). The platform allows pet parents (also referred to as “end-user(s)”), who require specific pet care services, to make service requests in the platform, which are then fulfilled by PCGs. Additionally, in August 2021, the Company launched a suite of pet wellness services and products (“Wag! Wellness”), including pet expert advice, pet wellness plans, and pet insurance comparison tools. The Company operates in the United States.

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10-K as filed with SEC on March 9, 2022.The interim results for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year end December 31, 2022 or for any future periods.

Emerging Growth Company

The Company is an emerging growth company as defined in Section 102 (b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

Investments Held in Trust Account

At June 30, 2022 and December 31, 2021, all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying unaudited statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Offering Costs associated with the Initial Public Offering

Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $13,130,743, consisting of $2,187,500 of underwriting fees, $4,375,000 of deferred underwriting fees payable, $5,975,625 for the fair value of shares issued to the anchor investors and representative shares and $592,618 of other costs.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At June 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheet, primarily due to their short-term nature.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities were deemed to be de minimis as of June 30, 2022 and December 31, 2021.

The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and is measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ equity. The Company’s Public Shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, 12,500,000 Ordinary Shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable Ordinary Shares are affected by charges against additional paid-in capital and accumulated deficit.

At June 30, 2022, the redeemable ordinary share subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus:
Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption at December 31, 2021	$	125,000,000
Plus:
Accretion of carrying value to redemption value		190,736
Redeemable ordinary shares subject to possible redemption at June 30, 2022	$	125,190,736

Net Loss per Ordinary Share

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 16,738,636 Ordinary Shares at $11.50 per share were issued on September 1, 2021. At June 30, 2022, no warrants have been exercised. The 16,738,636 potential Ordinary shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended June 30, 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as

basic net loss per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary share.


						For the period January 12,
	For the six months ended					2021 (Inception) to
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,839,770)	$	(724,141)	$	—		(15,873)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.23)	$	(0.23)	$	(0.00)	$	(0.01)


	For the three months ended				For the three months ended
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,109,135)	$	(282,829)	$	—		(4,239)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.09)	$	(0.09)	$	(0.00)	$	(0.00)

Accounting for Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

Cash and Cash Equivalents

Investments Held in Trust Account

At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Offering Costs associated with the Initial Public Offering

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Income Taxes

FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Ordinary Shares Subject to Possible Redemption

Ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit.

At December 31, 2021, the redeemable ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus: Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption	$	125,000,000

Net Loss per Ordinary Share

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 16,738,636 Ordinary Shares at $11.50 per share were issued on September 1, 2021. At December 31, 2021, no warrants have been exercised. The 16,738,636 potential Ordinary shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary share.


	For the period January 12,
	2021 (inception) through
	December 31,
	2021
	Ordinary Shares		Founder Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(478,012)	$	(351,551)

Denominator:
Weighted average shares outstanding		4,284,703		3,171,069

Basic and dilution net loss per share	$	(0.11)	$	(0.11)

Accounting for Warrants

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is for fiscal years beginning after December 15, 2021 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective January 12, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statement.

The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement

Wag Labs, Inc.

Summary of Significant Accounting Policies

2.Summary of Significant Accounting Policies

Basis of Presentation

We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Accordingly, certain information related to our significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2021 and the related notes which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2021 condensed consolidated balance sheet was derived from the Company’s audited financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s condensed consolidated financial position as of June 30, 2022 and its results of operations, changes in mezzanine equity and stockholders’ deficit and cash flows for the six months ended June 30, 2022 and 2021. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period.

Segments

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance of the Company. As such, the Company has determined that it operates as one operating segment.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgements, and assumptions that affect the reported amounts of assets and liabilities and disclosures as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on various factors, including historical experience, and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources.

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 stock- based compensation and warrants, and the valuation allowance for deferred income taxes. Actual results may differ from these estimates.

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 their 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 the valuation of intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred.

Certain Significant Risks and Uncertainties

The Company has experienced negative cash flows since inception and had an accumulated deficit of $113.3 million and $109.9 million as of June 30, 2022 and December 31, 2021. Historically, the Company has primarily financed its operations through equity financings. The Company intends to finance its future operations through its existing cash and investments. The Company believes that those sources of liquidity will be sufficient to meet its operating needs for at least the next 12 months.

The outbreak of the coronavirus (“COVID-19”) was declared a pandemic by the World Health Organization in March 2020 and spread throughout the United States and in many other countries globally. The full extent to which the Company’s operations will continue to be impacted by the COVID-19 pandemic will depend largely on future developments, which continue to be highly uncertain and cannot be accurately predicted, including the duration of the pandemic, the emergence of new variants, new information which may emerge concerning the severity of the pandemic and actions by government authorities and private businesses to contain the pandemic or respond to its impact, among other things. In light of the continued evolving nature of COVID-19 and the uncertainty it has produced around the world, it is not possible to predict the COVID-19 pandemic’s cumulative and ultimate impact on our future business operations, results of operations, financial position, liquidity, and cash flows. The Company’s revenue in 2021 decreased compared to the pre-COVID revenue, and the extent of the impact of the pandemic on our business and financial results will depend largely on future developments both globally and within the United States, including whether there will be further resurgences of COVID-19 in various regions and the emergence of new variants, the distribution of vaccines in various regions, the impact on capital, foreign currencies exchange and financial markets, governmental or regulatory orders that impact our business and whether the impacts may result in permanent changes to our end-user’ behavior, all of which are highly uncertain and cannot be predicted.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposit as well as investments in money market funds that are readily convertible into cash and purchased with original maturities of three months or less. Restricted cash of approximately $0.8 million is included in “prepaid expenses and other current assets” on the condensed consolidated balance sheet as of June 30, 2022 and December 31, 2021, and represents cash deposited by the Company into a separate account and designated as collateral for a standby letter of credit in the same amount in accordance with contractual agreements. The standby letter of credit expires in Q3 2022.

Investments

Investments consist mainly of short-term U.S. government and agency securities, money market funds, commercial paper, and corporate bonds. The Company invests in a diversified portfolio of investments and limits the concentration of its investment in any particular security. Securities with original maturities greater than three months, but less than one year, are included in current assets. All investments are classified as available-for-sale and reported at fair value with unrealized gains and losses reported as a component of accumulated other comprehensive loss in stockholders’ equity. Management judges whether a decline in value is temporary based on the length of time that the fair market value has been below cost and the severity of the decline. There were no impairments of investments recorded in the six months ended June 30, 2022 and 2021.

Accounts Receivable

Accounts receivable primarily represent amounts charged by payment processors on behalf of the Company that are in the process of clearing. These amounts are generally cleared in one to three business days. Additionally, the Company records accounts receivable for commission fees earned but not yet received from third parties in connection with Wag! Wellness services. Substantially all accounts receivable are collected and bad debt expense or the allowance for doubtful accounts were not material.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives are as follows:


		Estimated useful life
Equipment		3 years
Leasehold improvements		Shorter of estimated useful life or lease term
Capitalized software		3 years

Maintenance and repair costs are charged to expense as incurred.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. Our annual impairment test is performed in the fourth quarter of each year and the Company’s impairment tests are based on a single operating segment and reporting unit structure. Prior to performing a quantitative evaluation, an assessment of qualitative factors may be performed to determine whether it is more likely than not that the fair value of the reporting unit exceeds its carrying value. If the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value.

Intangible Assets, Net

Intangible assets are recorded at fair value as of the date of acquisition and amortized on a straight- line basis over their estimated useful lives.

Impairment of Intangible Assets

The Company reviews its definite-lived intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to its estimated fair value. No impairment of definite- lived intangible and long-lived assets was recorded for the six months ended June 30, 2022 and 2021.

Software Development Costs

The Company incurs costs related to the development of its technology platform. The Company will begin to capitalize costs related to technology development when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the technology will be used as intended. Such costs are amortized on a straight- line basis over the estimated useful life of the related asset, which is generally three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed. Costs incurred for significant enhancements that are expected to result in additional functionality are capitalized and expensed over the estimated useful life of the upgrades. Capitalized development costs are included in property and equipment, net, in the balance sheets, and amortization expense is included in depreciation and amortization in the statements of operations.

Stock-Based Compensation

based awards. These variables include per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected stock price volatility over the expected term, and expected annual dividend yield.

For all stock options granted, the Company calculates the expected term using the simplified method as it has limited historical exercise data to provide a reasonable basis upon which to otherwise estimate expected term, and the options have characteristics of “plain-vanilla” options. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the stock-based award. The Company’s common stock is not publicly traded, and therefore, the Company uses the historical volatility of the stock price of similar publicly traded peer companies. The Company utilizes a dividend yield of zero, as it has no history or plan of declaring dividends on its common stock.

The Company generally recognizes compensation expense using a straight-line amortization method over the respective service period for awards that are ultimately expected to vest. Stock-based compensation expense for the six months ended June 30, 2022 and 2021 has been reduced for actual forfeitures.

Income Taxes

The Company accounts for income taxes using an asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the financial or tax returns. The measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting basis and the tax basis of assets and liabilities result in a deferred tax asset, the Company evaluates the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that either some portion or the entire deferred tax asset will not be realized. The Company records a valuation allowance to reduce the deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. We regularly review the deferred tax assets for recoverability based on historical taxable income or loss, projected future taxable income or loss, the expected timing of the reversals of existing temporary differences and tax planning strategies. Our judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute the business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, our income tax provision would increase or decrease in the period in which the assessment is changed.

The Company recognizes a tax benefit from uncertain tax positions only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authorities’ administrative practices and precedents. The tax benefits recognized from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being recognized upon settlement. The Company did not recognize any tax benefits from uncertain tax positions during the six months ended June 30, 2022 and 2021.

Fair Value

The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. In accordance with ASC 820, Fair Value Measurement (“ASC 820”), the Company uses the fair value hierarchy, which prioritizes the inputs used to measure fair value.

Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs for which there are little or no market data and that are significant to the fair value of the assets or liabilities.

The carrying amounts of financial instruments, including cash equivalents, investments, accounts receivable, accounts payable, and accrued liabilities approximate their respective fair value due to their short period of maturities.

Concentration of Credit Risk

institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At times, such deposits may be in excess of the FDIC insurance limit. The Company has not experienced any losses on its deposits.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with its Customers. Through its Services offerings, the Company principally generates service revenue from service fees charged to PCGs for use of the platform to discover pet service opportunities and to successfully complete a pet care service to a pet parent. 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 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 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 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 the PCGs after both the PCGs and pet parent accept a transaction request and the PCGs ability to cancel the transaction lapses. For Wag! Wellness revenue, 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 from PCGs 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. Unused subscription amounts are recorded as gift card and subscription liabilities on the condensed consolidated balance sheet. Revenue related to the fees paid by the PCG to join the platform are recognized upon processing of the applications. Wag! Wellness revenue performance obligation is 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 evaluated the presentation of revenue 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”). This determination also impacts the presentation of incentives provided to both PCGs and pet parents, as well as discounts and promotions offered to pet parents to the extent they are not customers.

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 to PCGs and it is not responsible for nor controls 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 gift card and subscription liabilities on the 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 recorded as gift card and subscription liabilities on the consolidated balance sheet.

Incentives

The Company offers discounts and promotions to encourage use of the Company’s platform. These are offered in various forms of discounts and promotions and include:

Targeted pet parent discounts and promotions: These discounts and promotions are offered to a limited number of pet parents in a specific market to acquire, re-engage, or generally increase pet parents’ use of the platform, and are akin to a coupon. The Company records the cost of these discounts and promotions as sales and marketing expenses at the time they are redeemed by the pet parent.

Market-wide promotions: These promotions are 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 revenue at the time the PCG service is completed. Discounts on services offered through our subscription program are also recorded as a reduction of revenue.

Cost of Revenues (exclusive of depreciation and amortization)

Cost of revenue consists of costs directly related to revenue generating transactions, which primarily includes fees paid to payment processors for payment processing fees, hosting and platform-related infrastructure costs, third-party costs for background checks for Pet Caregivers, and other costs arising as a result of revenue transactions that take place on our platform, excluding depreciation and amortization.

Platform Operations and Support

Platform operations and support expenses include personnel-related compensation costs of technology and operations teams, and third-party operations support costs.

Sales and Marketing

Sales and marketing expenses include personnel-related compensation costs of the marketing team, advertising expenses, and pet parent incentives. Sales and marketing expenses are expensed as incurred. Advertising expenses were $9.5 million and $1.0 million during the six months ended June 30, 2022 and 2021, respectively.

General and Administrative

General and administrative expenses include personnel-related compensation costs for corporate employees, such as management, accounting, and legal as well as insurance and other expenses used to operate the business.

Depreciation and Amortization

Depreciation and amortization expenses primarily consist of depreciation and amortization expenses associated with the Company’s property and equipment. Amortization includes expenses associated with the Company’s capitalized software and website development, as well as acquired intangible assets.

Earnings Per Share

The Company computes net income (loss) per common stock following the two-class method required for multiple classes of common stock and participating securities. The Company considers the redeemable preferred stock to be participating securities. The two-class method requires income (loss) available to common stockholders for the period to be allocated between multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income (loss) for the period had been distributed. The holders of the Company’s redeemable preferred stock would be entitled to dividends in preference to common stockholders, at specified rates, if declared. Such dividends are not cumulative. Any remaining earnings would be distributed among the holders of redeemable preferred stock and common stock pro rata. Holders of the Company’s redeemable preferred stock are not contractually obligated to participate in the Company’s losses. As such, the Company’s net losses for the six months ended June 30, 2022 and 2021 were not allocated to these participating securities.

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The diluted net income (loss) per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per common stock is the same as basic net loss per common stock, because all potentially dilutive securities are anti-dilutive.

Recent Accounting Pronouncements Adopted

On January 1, 2022, the Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). This standard requires lessees to recognize all leases with initial terms in excess of one year on their balance sheet as a right-of-use asset and a lease liability at the commencement date. The Company adopted the new leases standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated. For contracts existing at the time of adoption, the Company elected to not reassess (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs. The Company also elected the practical expedient to combine non-lease components and lease components for real estate leases. Upon adoption, the Company recorded $0.5 million of right-of-use assets and $0.5 million of lease liabilities on its condensed consolidated balance sheet.

On January 1, 2022, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU removes certain exceptions to the general principles of Topic 740 and provides clarification and simplification of existing guidance. The adoption of ASU 2019-12 did not have a material effect on the consolidated financial statements.

Accounting Standards Issued but Not Yet Adopted

Credit Losses

In June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, rather than the “incurred loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans, and other instruments.

In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies (SRCs) as defined by the SEC. ASU No. 2016-13 is effective for SRCs for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of the adoption of ASU 2016-13 on its financial position and results of operations.

There were other updates recently issued. The management does not believe that other than disclosed above, accounting pronouncements recently issued but not yet adopted will have a material impact on its financial position results of operations, or cash flows.

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Reclassifications

Certain amounts from prior periods have been reclassified to conform to the current period presentation of the consolidated balance sheet and consolidated statement of cash flows. Accounts receivable and intangible assets are presented separately in the current period, which had no impact on previously reported operating, investing, or financing cash flows.

Segments

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgements, and assumptions that affect the reported amounts of assets and liabilities and disclosures as of the date of the audited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on various factors, including historical experience, and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources.

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 stock-based compensation and warrants, and the valuation allowance for deferred income taxes. Actual results may differ from these estimates.

Business Combinations

Certain Significant Risks and Uncertainties

The Company has experienced negative cash flows since inception and had an accumulated deficit of $109.9 million as of December 31, 2021. Historically, the Company has primarily financed its operations through equity financings. The Company intends to finance its future operations through its existing cash and investments. The Company believes that those sources of liquidity will be sufficient to meet its operating needs for at least the next 12 months.

The outbreak of the coronavirus (“COVID-19”) was declared a pandemic by the World Health Organization in March 2020 and has spread throughout the United States and in many other countries globally. The full extent to which the Company’s operations will be impacted by the COVID-19 pandemic will depend largely on future developments, which continue to be highly uncertain and cannot be accurately predicted, including the duration of the pandemic, the emergence of new variants, new information which may emerge concerning the severity of the pandemic and actions by government authorities and private businesses to contain the pandemic or respond to its impact, among other things. In light of the continued evolving nature of COVID-19 and the uncertainty it has produced around the world, it is not possible to predict the COVID-19 pandemic’s cumulative and ultimate impact on our future business operations, results of operations, financial position, liquidity, and cash flows. The Company’s revenue in 2020 decreased substantially compared to the pre-COVID revenue, and the extent of the impact of the pandemic on our business and financial results will depend largely on future developments both globally and within the United States, including whether there will be further resurgences of COVID-19 in various regions and the emergence of new variants, the distribution of vaccines in various regions, the impact on capital, foreign currencies exchange and financial markets, governmental or regulatory orders that impact our business and whether the impacts may result in permanent changes to our end-user’ behavior, all of which are highly uncertain and cannot be predicted.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposit as well as investments in money market funds that are readily convertible into cash and purchased with original maturities of three months or less. Restricted cash of approximately $0.8 million is included in “prepaid expenses and other current assets” on the consolidated balance sheet as of December 31, 2021 and 2020, and represents cash deposited by the Company into a separate account and designated as collateral for a standby letter of credit in the same amount in accordance with contractual agreements.

Investments

on the length of time that the fair market value has been below cost and the severity of the decline. There were no impairments of investments recorded in 2021 and 2020.

Accounts Receivable

Accounts receivable primarily represent amounts charged by payment processors on behalf of the Company that are in the process of clearing. These amounts are generally cleared in one to three business days. Additionally, the Company records accounts receivable for commission fees earned but not yet received from third party service partners in connection with Wag! Wellness services. Substantially all accounts receivable are collected and bad debt expense or the allowance for doubtful accounts were not material.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives are as follows:

		Estimated useful life
Automobiles		5 years
Equipment		3 years
Leasehold improvements		Shorter of estimated useful life or lease term
Capitalized software		3 years

Maintenance and repair costs are charged to expense as incurred.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. Our annual impairment test is performed in the fourth quarter of each year and the Company’s impairment tests are based on a single operating segment and reporting unit structure. Prior to performing a quantitative evaluation, an assessment of qualitative factors may be performed to determine whether it is more likely than not that the fair value of the reporting unit exceeds its carrying value. If the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value. There was no goodwill impairment for the year ended December 31, 2021.

Intangible Assets, Net

Intangible assets are recorded at fair value as of the date of acquisition and amortized on a straight-line basis over their estimated useful lives.

Impairment of Definite-Lived Intangible Assets and Other Long-lived Assets

The Company reviews its definite-lived intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to its estimated fair value. No impairment of definite-lived intangible and long-lived assets was recorded for the years ended December 31, 2021 and 2020.

Software Development Costs

are amortized on a straight-line basis over the estimated useful life of the related asset, which is generally three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed. Costs incurred for significant enhancements that are expected to result in additional functionality are capitalized and expensed over the estimated useful life of the upgrades. Capitalized development costs are included in property and equipment, net, in the consolidated balance sheets, and amortization expense is included in depreciation in the statements of operations and comprehensive loss.

Stock-Based Compensation

The Company has an equity incentive plan under which it grants equity awards, including stock options. The Company determines compensation expense associated with stock options based on the estimated grant date fair value method using the Black-Scholes valuation model. The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected stock price volatility over the expected term, and expected annual dividend yield.

The Company generally recognizes compensation expense using a straight-line amortization method over the respective service period for awards that are ultimately expected to vest. Stock-based compensation expense for 2021 and 2020 has been reduced for actual forfeitures.

Income Taxes

Fair Value

Level1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level2 — Observable inputs other than Level 1, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level3 — Unobservable inputs for which there are little or no market data and that are significant to the fair value of the assets or liabilities.

The carrying amounts of financial instruments, including cash equivalents, investments, accounts receivable, accounts payable, accrued liabilities, and loan payable, approximate their respective fair value due to their short period of maturities.

Concentration of Credit Risk

Cash, cash equivalents, investments, and amounts at payment processors are potentially subject to concentration of credit risk. Such balances are maintained at financial institutions that management determines to be of high-credit quality. Cash accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At times, such deposits may be in excess of the FDIC insurance limit. The Company has not experienced any losses on its deposits.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with its Customers. Through its Services offerings, the Company principally generates service revenue from service fees charged to PCGs for use of the platform to discover pet service opportunities and to successfully complete a pet care service to a pet parent. 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 offerings, the Company generates revenue through commissions fees paid by third party service partners in the form of ‘revenue-per-action’ or conversion activity defined in our agreements with the 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 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 the PCGs after both the PCGs and pet parent accept a transaction request and the PCGs ability to cancel the transaction lapses. For Wag! Wellness revenue, the Company enters into agreements with third-party service partners which define the action by the pet parent that results in the Company earning and receiving a commission fee.

Wag!’s service obligation is performed, and revenue is recognized for fees earned from PCGs 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. Unused subscription amounts are recorded as gift card and subscription liabilities on the consolidated balance sheet. Revenue related to the fees paid by the PCG to join the platform are

recognized upon processing of the applications. Wag! Wellness revenue performance obligation is completed and revenue is recognized when an end-user completes an action or conversion activity.

Principal vs. Agent Considerations

Gift Cards

The Company sells gift cards that can be redeemed by pet parents through our platform. Proceeds from the sale of gift cards are deferred and recorded as contract liabilities in gift card and subscription liabilities on the balance sheets until pet parents use the card to place orders on its 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 recorded as gift card and subscription liabilities on the consolidated balance sheet.

Incentives

The Company offers discounts and promotions to encourage use of the Company’s platform. These are offered in various forms of discounts and promotions and include:

Cost of Revenues (exclusive of depreciation and amortization)

Platform Operations and Support

Platform operations and support expenses include personnel-related compensation costs of technology and operations teams, and third-party operations support costs.

Sales and Marketing

Sales and marketing expenses include personnel-related compensation costs of the marketing team, advertising expenses, and pet parent incentives. Sales and marketing expenses are expensed as incurred. Advertising expenses were $6.7 million and $0.6 million during the years ended December 31, 2021 and 2020, respectively.

General and Administrative

Depreciation and Amortization

Earnings Per Share

The Company computes net income (loss) per common stock following the two-class method required for multiple classes of common stock and participating securities. The Company considers the redeemable preferred stock to be participating securities. The two-class method requires income (loss) available to common stockholders for the period to be allocated between multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income (loss) for the period had been distributed. The holders of the Company’s redeemable preferred stock would be entitled to dividends in preference to common stockholders, at specified rates, if declared. Such dividends are not cumulative. Any remaining earnings would be distributed among the holders of redeemable preferred stock and common stock pro rata. Holders of the Company’s redeemable preferred stock are not contractually obligated to participate in the Company’s losses. As such, the Company’s net losses for the years ended December 31, 2021 and 2020 were not allocated to these participating securities.

Recent Accounting Pronouncements Adopted

The Company has applied the option given to public companies to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same time periods as those otherwise applicable to public business entities, or (2) within the same time periods as private companies, including early adoption when permissible. With the exception of certain standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as private companies, as indicated below.In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-based Payments. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance in ASU 2018-07 is effective for the Company for the year beginning after December 15, 2019. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606. The Company adopted this standard on January 1, 2020. The adoption of the new standard will not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). This standard requires lessees to recognize all leases with initial terms in excess of one year on their balance sheet as a right-of-use asset and a lease liability at the commencement date. The guidance is effective for the Company for the year

beginning after December 15, 2021. The Company is finalizing the quantification of the effects on the consolidated financial statements. We have made an accounting policy election to keep leases with an initial term of 12 months or less off the balance sheet and recognize the related lease payments in the consolidated statement of operations on a straight-line basis over the lease term. We have elected to use the package of practical expedients as well as the practical expedient not to separate lease and non-lease components for all asset classes. The adoption of the standard is expected to result in the recognition of an operating right-of-use asset of approximately $0.5 million, an operating lease liability of approximately $0.6 million, and an adjustment to the opening balance of retained earnings of approximately $0.1 million, as of January 1, 2022. We do not believe the adoption of this standard will materially affect our consolidated net earnings or have a material impact on the Company’s liquidity.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326). This standard replaces the incurred loss impairment methodology under current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. We will be required to use a forward-looking expected credit loss model for accounts receivable, loans and other financial instruments. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The guidance is effective for the Company for the year beginning after December 15, 2022. The Company is currently assessing whether this guidance will have a material effect on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU removes certain exceptions to the general principles of Topic 740 and provides clarification and simplification of existing guidance. The guidance is effective for the Company for the year beginning after December 15, 2021. Early adoption is permitted. The adoption of the new standard will not have a material impact on the Company’s consolidated financial statements.

Business Combinations

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Business Combinations

3.Business Combinations

On August 3, 2021, the Company acquired Compare Pet Insurance, Inc. (CPI) for $3.5 million in cash consideration, and $0.17 million in common stock consideration, consisting of a total of 639,000 units of common stock. Of the cash consideration purchase price, $1.5 million was paid on the acquisition date and the remaining $2.0 million paid pro-rata quarterly over the next three years starting in the fourth quarter of 2021. The deferred purchase consideration, which was recorded at its fair value on the acquisition date, is presented in accrued expenses and other current liabilities, as well as other non-current liabilities on the consolidated balance sheet. As of June 30, 2022 and December 31, 2021, the amounts included in accrued expenses and other current liabilities, as well as other non-current liabilities on the condensed consolidated balance sheet was $1.6 million and $1.9 million, respectively. No working capital was acquired from CPI.

The purchase consideration allocation was as follows (in thousands):


	As of
	August 3, 2021
Intangible assets	$	3,045
Goodwill		1,427
Deferred tax liabilities		(792)
Total purchase consideration	$	3,680

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


			Estimated
			Useful
	Fair Value		Life (years)
Developed technology	$	648	4
Strategic customer relationships and licenses		2,121	5-10
Tradename		276	7
Total intangible assets	$	3,045

Goodwill recorded in connection with the acquisition is primarily attributed to the assembled workforce and anticipated operational synergies. The resulting goodwill is not deductible for tax purposes.

3.Business Combinations

On August 3, 2021, the Company acquired Compare Pet Insurance, Inc. (CPI) for $3.5 million in cash consideration, and $0.17 million in common stock consideration, consisting of a total of 639,000 units of common stock. Of the cash consideration purchase price, $1.5 million was paid on the acquisition date and the remaining $2.0 million will be paid pro-rata quarterly over the next three years starting in the fourth quarter of 2021. The deferred purchase consideration, which was recorded at its fair value on the acquisition date, is presented in accrued expenses and other current liabilities, as well as other non-current liabilities on the consolidated balance sheet. As of December 31, 2021 and 2020, the amounts included in accrued expenses and other current liabilities, as well as other non-current liabilities on the consolidated balance sheet was $0.7 million and $1.3 million, respectively. No working capital was acquired from CPI.

The purchase consideration allocation is as follows (in thousands):


	As of
	August 3, 2021
Intangible assets	$	3,045
Goodwill		1,427
Deferred tax liabilities		(792)
Total purchase consideration	$	3,680

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


			Estimated
			Useful
	Fair Value		Life (years)
Developed technology	$	648	4
Strategic customer relationships and licenses		2,121	5 – 10
Tradename		276	7
Total intangible assets	$	3,045

Goodwill recorded in connection with the acquisition is primarily attributed to the assembled workforce, anticipated operational synergies, and a deferred tax benefit. The resulting goodwill is not deductible for tax purposes.

The results of the acquired operations were included in our consolidated financial statements from the date of acquisition, August 3, 2021. For the period from August 3, 2021 to December 31, 2021, CPI contributed $5.1 million in revenue to the company and $0.9 million in net income.

The following unaudited pro forma summary presents the effect of the CPI business acquired during the year ended December 31, 2021 as though the business had been acquired as of January 1, 2020 (in thousands):


	Years Ended December 31,
	2021		2020
Revenue, as reported	$	20,082	$	11,970
Revenue of CPI for the period prior to acquisition (inclusive of pro forma adjustments)		1,925		339
Pro forma revenue	$	22,007	$	12,309
Net loss, as reported	$	(6,311)	$	(18,839)
Net loss of CPI for the period prior to acquisition (inclusive of pro forma		(40)		(662)
Pro forma net loss	$	(6,351)	$	(19,501)

Unaudited pro forma supplemental information is based upon accounting estimates and judgments that we believe are reasonable. These pro forma results are not necessarily indicative of what would have occurred if the acquisition had been in effect for the periods presented or of future results.

Revenue and Contract Liabilities

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Revenue and Contract Liabilities

4.Revenue

The following table presents the Company’s revenue disaggregated by offering (in thousands):


	Three months		Six months
	ended		ended

	June 30, 2022
Service revenue	$	5,675	$	10,107
Wellness revenue		7,109		12,343
Total revenue	$	12,784	$	22,450

Wellness revenue was launched in August 2021 and does not have a prior year comparison.

4.Revenue and Contract Liabilities

Revenue

The following table presents the Company’s revenue disaggregated by offering (in thousands):


	For the Year Ended
	December 31, 2021
Service revenue	$	14,951
Wellness revenue		5,131
Total revenue	$	20,082

Wellness revenue was launched in August 2021 with the acquisition of CPI and does not have a prior year comparison.

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 gift card and subscription liabilities on the 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 our platform. The contract liabilities balance was $1.9 million and $1.8 million as of December 31, 2021 and 2020, respectively. Revenue recognized for the years ended December 31, 2021 and 2020 related to the Company’s contract liabilities as of the beginning of the year was $0.1 million and $0.5 million, respectively.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Fair Value Measurements

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

Note 9 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 4:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 5:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 6:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in mutual funds that invest in U.S Treasury Securities. All of the Company’s investments held in the Trust Account are classified as trading securities.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Quoted Prices in

Significant Other

June 30, 2022

Active Markets

Observable Inputs

Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investment held in Trust Account

125,190,736

—


		Quoted Prices in		Significant Other	Significant Other
December 31, 2021		Active Markets		Observable Inputs	Unobservable Inputs
Assets:	Level	(Level 1)		(Level 2)	(Level 3)
Investment held in Trust Account	1	$	125,002,997	—	—

The Company utilized a Monte Carlo simulation model to value the Founder and Representative Shares at issuance. The estimated fair value of the shares is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected term and risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity in line with the timing of the and likelihood of completing a business combination. The Ordinary Share price was assumed to fluctuate with the Company projected volatility based on comparable public companies. The term was simulated based on management’s assumptions regarding the timing and likelihood of completing a business combination.

The following table provides quantitative information for the founder share valuation.


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%

Note 9 — Fair Value Measurements

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2021, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Level

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in Trust Account

125,002,997

—

The Company utilized a Monte Carlo simulation model to value the Founder and Representative Shares at issuance. The estimated fair value of the shares is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected term and risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity in line with the timing of the and likelihood of completing a business combination. The common stock price was assumed to fluctuate with the Company projected volatility based on comparable public companies. The term was simulated based on managements assumptions regarding the timing and likelihood of completing a business combination.

The following table provides quantitative information the founder share valuation.


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%

Wag Labs, Inc.

Fair Value Measurements

6.Fair Value Measurements

The Company’s financial assets that are measured at fair value on a recurring basis, by level within the fair value hierarchy, are as follows (in thousands):


	June 30, 2022
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	558	$	—	$	—	$	558
Short-term investments
Money market funds		6,962		—		—		6,962
Total financial assets	$	7,520	$	—	$	—	$	7,520


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	620	$	—	$	—	$	620
Short-term investments
Money market funds		217		—		—		217
Corporate bonds		—		2,554		—		2,554
Total financial assets	$	837	$	2,554	$	—	$	3,391

Unrealized gains and losses for the six months ended June 30, 2022 and 2021 are immaterial.

5.Fair Value Measurements

The Company’s financial assets that are measured at fair value on a recurring basis, by level within the fair value hierarchy, are as follows (in thousands):


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	620	$	—	$	—	$	620
Short-Term investments
Money market funds		217		—		—		217
Corporate bonds		—		2,554		—		2,554
Total financial assets	$	837	$	2,554	$	—	$	3,391


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	1,163	$	—	$	—	$	1,163
Short-Term investments
Money market funds		4,016		—		—		4,016
Commercial paper		—		8,098		—		8,098
Corporate bonds		—		3,426		—		3,426
U.S. government agency securities		—		818		—		818
Total financial assets	$	5,179	$	12,342	$	—	$	17,521

The following table summarizes the unrealized positions for available-for-sale securities, disaggregated by class of instrument (in thousands):


	December 31, 2021
			Gross		Gross
	Amortized		unrealized		unrealized
	cost basis		gains		losses		Fair value
Money market funds	$	217	$	—	$	—	$	217
Corporate bonds		2,553		1		—		2,554
Total financial assets	$	2,770	$	1	$	—	$	2,771


	December 31, 2020
	Amortized cost		Gross unrealized		Gross unrealized
	basis		gains		losses		Fair value
Money market funds	$	4,016	$	—	$	—	$	4,016
Commercial paper		8,097		1		—		8,098
Corporate bonds		3,426		—		—		3,426
U.S. government agency securities		818		—		—		818
Total financial assets	$	16,357	$	1	$	—	$	16,358

- 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

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2021

Wag Labs, Inc.

Goodwill and Intangible Assets

6.Goodwill and Intangible Assets

Goodwill

The following table summarizes the changes in the carrying amount of goodwill for the year ended December 31, 2021 (in thousands):


Balance December 31, 2020	$	—
CPI Acquisition		1,427
Balance December 31, 2021	$	1,427

Intangible Assets

The gross book value and accumulated amortization of intangible assets were as follows (in thousands):


	December 31, 2021
	Gross Book		Accumulated		Net Book
	Value		Amortization		Value
Developed technology	$	648	$	(65)	$	553
Strategic customer relationships and licenses		2,170		(125)		2,045
Tradename		276		(16)		260
	$	3,094	$	(206)	$	2,888

Included in intangible assets is $49 thousand of indefinite-lived intangible assets, which are not subject to amortization. The weighted average amortization period remaining as of December 31, 2021 for each class of intangible assets were as follows (in years):

Developed technology		3.6 years
Strategic customer relationships and licenses		7.2 years
Tradename		6.6 years

Amortization expense related to acquired intangible assets for the year ended December 31, 2021 was $0.2 million. The Company did not recognize any intangible asset impairment losses during the year ended December 31, 2021.

Based on the amounts recorded at December 31, 2021 the Company estimates intangible asset amortization expense in each of the years ending December 31 as follows (in thousands):


2022	$	498
2023		498
2024		498
2025		431
2026		333
Thereafter		581
Total	$	2,839

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Wag Labs, Inc.

Property and Equipment, Net

7.Property and Equipment, Net

Property and equipment, net, consists of the following (in thousands):


	As of December 31,
	2021		2020
Equipment	$	136	$	130
Leasehold improvements		—		75
Capitalized software		460		460
Total property and equipment		596		665
Less: accumulated depreciation and amortization		506		385
Property and equipment, net	$	90	$	280

Depreciation and amortization expenses were $388 thousand and $213 thousand in 2021 and 2020, respectively.

Leases

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Leases

7.Leases

Operating Leases

The Company leases its facilities under non-cancelable lease agreements which expire between 2022 and 2023. Certain of these arrangements have free rent, escalating rent payment provisions, lease renewal options, and tenant allowances. Rent expense is recognized on a straight-line basis over the noncancelable lease term.

In April 2019, the Company entered into a non-cancellable agreement to lease office space in Mountain View, California. The lease is a three-year operating lease, which includes scheduled rent escalations during the lease term. The Company has an option to extend the lease through 2025, although management does not expect the Company to exercise the option.

In February 2020, the Company entered into a non-cancellable sublease agreement for its Mountain View office space. The sublease agreement commenced on April 1, 2020. Under the term of the sublease agreement, the Company will receive $2.0 million in base lease payments plus reimbursement of certain operating expenses over the term of the sublease, which ended in July 2022. During the six months ended June 30, 2022 and 2021, the Company recognized $0.5 million and $0.4 million, respectively, of sublease income under this agreement.

In February 2020, the Company entered into a non-cancellable agreement to lease additional office space in Mountain View, California for a one-year period. There is no option to extend the lease.

In November 2021, the Company entered into a non-cancellable agreement to lease office space in Phoenix, Arizona for a 21-month period. The lease contains an escalation clause and free rent. There is no option to extend the lease.

Non-cash activities involving ROU assets, including the impact of adopting the new lease standard on January 1, 2022 were $0.5 million in assets and $0.5 million in liabilities. The Company made $0.3 million of cash payments, net of sublease income, for the Company’s operating leases in the six months ended June 30, 2022. Rent expense for operating leases, as previously reported under former lease accounting standards, net of sublease income, was $2.5 million for the six months ended June 30, 2021.

As of June 30, 2022, the future minimum lease payments required under operating leases were as follows (in thousands):


2022 (remaining six months)	$	266
2023		227
Total minimum lease payments	$	493

The discount rate related to the Company’s lease liabilities as of June 30, 2022 was 11%. The discount rates are generally based on estimates of the Company’s incremental borrowing rate, as the discount rates implicit in the Company’s leases cannot be readily determined.

8.Leases

Operating Leases

In February 2020, the Company entered into a non-cancellable sublease agreement for its Mountain View office space. The sublease agreement commenced on April 1, 2020. Under the term of the sublease agreement, the Company will receive $2.0 million in base lease payments plus reimbursement of certain operating expenses over the term of the sublease, which ends in July 2022. During the year ended December 31, 2021 and 2020, the Company recognized $0.9 million and $0.6 million, respectively, of sublease income under this agreement.

In February 2020, the Company entered into a non-cancellable agreement to lease additional office space in Mountain View, California for a one-year period. There is no option to extend the lease.

In November 2021, the Company entered into a non-cancellable agreement to lease additional office space in Phoenix, Arizona for a 21-month period. The lease contains an escalation clause and free rent. There is no option to extend the lease.

As of December 31, 2021, the future minimum lease payments required under operating leases were as follows (in thousands):



2022	$	932
2023		227
Total minimum lease payments	$	1,159

Total rent expense, net of sublease income, was $2.8 million and $3.3 million for the years ended December 31, 2021 and 2020, respectively.

Commitments and Contingencies	6 Months Ended	12 Months Ended
Commitments and Contingencies	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
Commitments and Contingencies	Note 6 — Commitments and Contingencies We received two private demand letters from purported shareholders in connection with the proposed de-SPAC transaction between CHW and WAG Labs, Inc. The demand letters seek certain supplemental disclosures and threaten to assert claims under the federal securities laws against CHW and its board of directors if the disclosures are not made. As of this date, no litigation has been filed. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Ordinary Shares) pursuant to a registration rights agreement dated September 1, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,650,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. Accordingly, on September 1, 2021, the Company consummated the sale of an additional 1,500,000 Units to the public, at $10.00 per Unit for an aggregate purchase price of $15,000,000. The underwriters were paid a cash underwriting discount of $0.175 per unit, or $2,187,500 in the aggregate at the closing of the IPO (which includes amounts related to the partial exercise of the over-allotment option). In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per unit, or $4,375,000 in the aggregate from the closing of the IPO ((which includes amounts related to the partial exercise of the over-allotment option). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. See Note 10 for closing of Business Combination. Advisory Fees On March 28, 2022, the Company entered into an agreement with an MKM Partners for strategic and capital markets advisory services, pursuant to which the Company will pay the MKM Partners a fee of $300,000 contingent upon the consummation of the Business Combination (please see Note 1 above). On April 18, 2022, the Company entered into an agreement with Roth Capital Partners, LLC pursuant to which the Roth Capital Partners will receive a contingent fee of $400,000, if the transaction closes during the term specified by the agreement, which shall commence on the date executed by the signatories below and shall continue until terminated by either party upon thirty (30) days’ prior written notice to the other party) or the twelve (12) month period following any termination of this Agreement. On May 6, 2022, the Company entered into an agreement with D.A Davidson & Co. to render financial advisory and investment banking services in connection with the Company’s business combination with Wag Labs, Inc (see Note 1 above). The agreement calls for D.A. Davidson & Co. to receive a contingent fee of $550,000, payable upon closing the transaction. On November 10, 2021 the company engaged Oppenheimer & Co. Inc. (“Oppenheimer”) to serve as the non-exclusive lead placement agent for the proposed private placement of the Company’s securities, which could have taken the form of common stock, convertible or non-convertible preferred stock, convertible or non-convertible debt, and potentially warrants, to a limited number of sophisticated investors in connection with the Company’s proposed initial business combination with Wag!. The Company and Oppenheimer were to mutually agree to the number of securities sold to each investor. The agreement with Oppenheimer called for a fee due to Oppenheimer to be equal to the sum of (i) 6.0% of the portion of gross proceeds up to and including $50 million and (ii) 4.0% of the portion of gross proceeds in excess of $50 million. Oppenheimer was to receive no less than 50.0% of the fee. Also, regardless of whether the Company consummated the placement deal, the Company agreed to pay, or reimburse if paid by Oppenheimer: (i) all reasonable and documented out-of-pocket costs and expenses incident to the placement deal and (ii) all of the Oppenheimer’s reasonable and documented out-of-pocket costs and expenses incurred in connection with Oppenheimer’s engagement. During the period from November 11, 2021 through December 14, 2021, Oppenheimer led a PIPE investment process where its representatives went out to investors from Oppenheimer’s network and CHW’s network to raise capital in connection with the potential business combination. CHW received several offers of $30 million or more from this process, in the form of equity financing, but ultimately determined these offers were not in the best interest of CHW’s investors and the best long-term interests of CHW. Oppenheimer did not incur any expenses up to the date and hence no amounts were accrued by the Company. No other contingent liabilities amounts were to be accrued from the arrangement. See Note 10 for subsequent events related to advisor agreements entered into, after June 30, 2022. Representative Shares In September 2021, the Company issued to the designees of the underwriter 62,500 Ordinary Shares (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the IPO, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of the Representative Shares to be $7.362 per share ($460,125 in the aggregate) based upon the price of the Founder Shares issued to the anchor investors (see Note 5). The holders of the Representative Shares have agreed not to transfer, assign, or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. See Note 9 for valuation methodology and assumptions of the Representative Shares.	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Ordinary shares) pursuant to a registration rights agreement dated September 1, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,650,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. Accordingly, on September 1, 2021, the Company consummated the sale of an additional 1,500,000 Units to the public, at $10.00 per Unit for an aggregate purchase price of $15,000,000. The underwriters were paid a cash underwriting discount of $0.175 per unit, or $2,187,500 in the aggregate at the closing of the IPO (which includes amounts related to the partial exercise of the over-allotment option). In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per unit, or $4,375,000 in the aggregate from the closing of the IPO ((which includes amounts related to the partial exercise of the over-allotment option). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Representative Shares In September 2021, the Company issued to the designees of the underwriter 62,500 ordinary shares (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the IPO, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of the Representative Shares to be $7.362 per share ($460,125 in the aggregate) based upon the price of the Founder Shares issued to the anchor investors (see Note 5). The holders of the Representative Shares have agreed not to transfer, assign, or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. Please see Note 9 for valuation methodology and assumptions of the Representative Shares.
Wag Labs, Inc.
Commitments and Contingencies	8.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 of litigation, the ultimate outcome of ongoing matters cannot be predicted with certainty. Litigation is inherently unpredictable, 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 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 Pet Caregiver 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. 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. The Company believes given the inherent uncertainties of litigation, the outcome of this matter cannot be predicted with certainty. Therefore, the Company has not recorded a reserve. 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. In addition, the Company was subject to a claim with a state tax authority related to the collection of sales and use taxes in that state, which the Company challenged in court and was required to pay to the state the amount of the claim of $1.2 million as a prerequisite to the court challenge. As of December 31, 2021, the dispute process was ongoing and no liability was recorded related to this matter. The Company recorded the deposit paid as a prepaid asset in the consolidated balance sheet as of June 30, 2022 and December 31, 2021. On May 13, 2022, the Company settled this claim without liability and will receive a full refund of the previously paid deposit of $1.2 million from the state taxing authority. 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. As of June 30, 2022 and December 31, 2021, management did not believe that the outcome of pending matters would have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Letters of Credit The Company maintains certain stand-by letters of credit from third-party financial institutions in the ordinary course of business to guarantee certain performance obligations related to leases, insurance policies and other various contractual arrangements. As of June 30, 2022 and December 31, 2021, the Company had letters of credit outstanding of $0.8 million and $0.8 million, respectively, which expire in Q3 2022.		9.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 of litigation, the ultimate outcome of ongoing matters cannot be predicted with certainty. Litigation is inherently unpredictable, 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 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 Pet Caregiver 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. 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. A merits hearing is currently scheduled for March 2022. The Company believes given the inherent uncertainties of litigation, the outcome of this matter cannot be predicted with certainty. Therefore, the Company has not recorded a reserve. 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. In addition, the Company is subject to an ongoing claim with a state tax authority related to the collection of sales and use taxes in that state, which the Company has challenged in court and was required to pay to the state the amount of the claim of $1.2 million as a prerequisite to the court challenge. The dispute process is still ongoing and no liability has been recorded related to this matter. The Company has recorded the deposit paid as a prepaid asset in the consolidated balance sheet as of December 31, 2021 and 2020. 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. As of December 31, 2021 and 2020, management did not believe that the outcome of pending matters would have a material adverse effect on the Company’s financial position, results of operations, or cash flows. In November 2018, the Company reached an agreement with representatives of pet caregivers that had filed class claims in California to settle their allegations of various misclassification and wage and hour claims against the Company. In March 2020, the Court issued an order approving the settlement totaling $1.2 million. The amount was previously accrued in 2018 and paid in 2020. In October 2018, a former employee initiated claims against the Company alleging various misclassification and wage and hour violations and subsequently filed an action under California’s Private Attorneys General Act alleging the same. In March 2020, the parties filed their settlement agreement of $850 thousand, and the Court approved. The amount was subsequently paid in 2020.

Debt

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Debt

9.Debt

In August 2020, the Company received loan proceeds of $5.1 million from a financial institution pursuant to the Paycheck Protection Program (the “PPP Loan”) as administered by the U.S. Small Business Administration (the “SBA”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The application for these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account its then current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, was dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its adherence to the forgiveness criteria.

In August 2021, the Company applied for forgiveness of $3.5 million of the PPP Loan, and in September 2021, the SBA approved the Company’s loan forgiveness application in the amount of $3.5 million. The term of the PPP Loan is five years with a maturity date of August 2025 and contains a fixed annual interest rate of 1.00%. Principal and interest payments began in November 2021.

Future minimum payments of the principal on the Company’s outstanding PPP loan as of June 30, 2022 were as follows (in thousands):


	Amounts
2022 (remaining six months)	$	222
2023		446
2024		451
2025		303
Total principal amount	$	1,422

10.Debt

In August 2021, the Company applied for forgiveness of $3.5 million of the PPP Loan, and in September 2021, the SBA approved the Company’s loan forgiveness application in the amount of $3.5 million. The term of the PPP Loan was five years with a maturity date of August 2025 and contained a fixed annual interest rate of 1.00%. Principal and interest payments began in November 2021.

Future minimum payments of the principal on the Company’s outstanding PPP loan as of December 31, 2021 were as follows (in thousands):


Year Ended December 31, 2021	Amounts
2022	$	442
2023		446
2024		451
2025		303
Total principal amount	$	1,642

Letters of Credit

The Company maintains certain stand-by letters of credit from third-party financial institutions in the ordinary course of business to guarantee certain performance obligations related to leases, insurance policies and other various contractual arrangements. As of December 31, 2021 and 2010, the Company had letters of credit outstanding of $0.8 million included in other assets on the Company’s consolidated balance sheet.

- 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://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Stockholders' Equity and Mezzanine Equity

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Stockholders' Equity and Mezzanine Equity

Note 7 - Shareholders’ Deficit

Preference Shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and June 30, 2022, there were no preference shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue 110,000,000 shares of Founder Shares with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021, there were 3,187,500 Ordinary Shares outstanding (excluding 12,500,000 shares subject to redemption) and after giving affect to the forfeiture of 37,500 Ordinary Shares since the underwriters’ did not exercise the over-allotment option.

Note 7 - Shareholders’ Deficit

Preference Shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, there were no preference shares issued or outstanding.

Ordinary shares — The Company is authorized to issue 110,000,000 shares of Founder Shares with a par value of $0.0001 per share. As of December 31, 2021, there were 3,187,500 shares of Ordinary shares outstanding (excluding 12,500,000 shares subject to redemption) and after giving affect to the forfeiture of 37,500 Ordinary shares since the underwriters’ did not exercise of the over-allotment option.

Wag Labs, Inc.

Stockholders' Equity and Mezzanine Equity

10.Stockholders’ Equity and Mezzanine Equity

Redeemable Preferred Stock — Mezzanine Equity

On January 28, 2022, The Company 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 the Company’s other convertible preferred share issuances, except for the Series P convertible share agreement contains an adjustment provision that provides for additional shares to be issued based on a formula if the proposed Merger is not completed, as defined the Company’s Amended and Restated Certificate of Incorporation.

The Company had outstanding redeemable preferred stock as follows (in thousands, except per share amounts):


	June 30, 2022
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
P	4,750,000	1,100,000		10,925		11,000
Total	29,295,386	25,645,386	$	121,190	$	78,417


	December 31, 2021
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
Total	24,545,386	24,545,386	$	110,265	$	67,417

Preferred Stock Provisions

Dividends — The holders of preferred stock shall be entitled to receive dividends, out of any assets legally available therefore, on a pari passu basis prior and in preference to any declaration or payment of any dividend (payable other than in shares of common stock) on the common stock of the Company, at the dividend rate, payable when, as and if declared by the Company’s Board of Directors. For the purpose of this section, dividend rate shall mean: $0.0554 per annum for each share of Series Seed Preferred, $0.1251 per annum for each share of Series A Preferred, $0.1793 per annum for each share of Series B Preferred, $0.4376 per annum for each share of Series C Preferred, and $0.80 per annum for each share of Series P Preferred. Further, the Company has never paid dividends, and as the dividends are non-cumulative, the Company does not anticipate paying dividends in the future.

Voting Rights — Each holder of Series Seed, Series A, Series B, Series C, and Series P Preferred is entitled to have voting rights. In addition to the separate votes of preferred stock, the shares can convert into common shares and thus have the same voting rights as common stockholders. As of June 30, 2022 and December, 31, 2021 the Common Stockholders can elect one member of the Board, Preferred Stockholders can elect three members of the Board, and the Common and Preferred Stockholders as a single class on an as

converted basis elect the remaining one Board members. As of August 2021, the Company increased the Board size from five to seven, where the Common and Preferred Stockholders as a single class on an as converted basis elect the remaining three Board members.

Liquidation Preference — Should a voluntary or involuntary liquidation, dissolution or winding-up of the Company commence, the holders of Series Seed, Series A, Series B, Series C, and Series P Preferred will receive an aggregate amount equal to the original issue price pro rata according to the number of outstanding shares held by each holder. For the purpose of this section, original issue price shall mean, $0.6922 per Series Seed preferred share, $1.5643 per Series A preferred share, $2.2408 per Series B preferred share, $5.4703 per Series C preferred share, and $10.00 per Series P preferred share.

Conversion Rights — The convertible preferred shares of Series Seed, Series A, Series B, Series C, and Series P are convertible at the option of the holder at any time. Additionally, the instruments automatically convert into shares of common stock upon the affirmative election of the holders of a majority of the then- outstanding shares of Preferred Stock, or immediately upon the closing of a firmly underwritten public offering resulting in at least $24.5934 per share of public offering price and $175,000,000 of gross proceeds. Given that the conversion ratio is fixed at 1:1, the Company would issue a fixed number of shares of common stock and not a variable number of shares to settle the convertible preferred stock, unless a new round of common stock is issued. There was no benefit to any of the preferred stockholders to convert their shares into common stock as of their date of issuance as the fair value of common stock was consistently lower than the fair value of preferred stock for each round of preferred stock then outstanding. As such, the conversion features were not in the money at the commitment date, therefore no beneficial conversion feature exists.

The Preferred Stockholders’ have the ability to control the Board and influence decisions such as a liquidation or redemption events, which are outside of the control of the Company. Therefore, the preferred stock is presented within the mezzanine equity within the balance sheet for the respective periods.

Accumulated Other Comprehensive Income (Loss)

There were not changes to accumulated other comprehensive income (loss) for the six months ended June 30, 2022 and 2021.

Common Stock

As of both June 30, 2022 and December 31, 2021, the Company had authorized 77,808,512 and 43,763,126 shares of common stock (“common stock”) at a par value of $0.0001 per share, respectively. As of June 30, 2022 and December 31, 2021, 6,317,897 and 6,297,398 shares of the Company’s common stock were issued and outstanding, respectively.

Common Stock Reserved for Future Issuance

At June 30, 2022 and December 31, 2021, the Company had reserved common stock for future issuances, as follows:


	June 30, 2022	December 31, 2021
Seed	4,502,881	4,502,881
A	6,072,815	6,072,815
B	6,694,033	6,694,033
C	7,275,657	7,275,657
P	4,750,000	—
Common stock option plan:
Options outstanding	7,540,964	7,580,496
Options available for future grants	110,966	91,933
Common warrants	91,310	91,310
Total	37,038,626	32,309,125

Stock Option Plan

Under the Company’s 2014 Stock Option Plan (the “2014 Plan”), options may be granted at fair value, generally vest over four years, and expire in ten years.

A summary of the Company’s option activity under the 2014 Plan is as follows:


		Weighted-average		Weighted-average
	Number of	exercise		grant date
	Options	price		fair value
Outstanding, December 31, 2021	7,580,496	$	0.39	$	0.13
Granted	—		—		—
Exercised	(20,499)		0.12		0.04
Cancelled/forfeited	(19,033)		0.70		0.29
Outstanding, June 30, 2022	7,540,964	$	0.39	$	0.14

The following table summarizes the total stock-based compensation expense by function for the six months ended June 30, 2022 and 2021 (in thousands).


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Operations and support	$	9	$	9	$	18	$	18
Sales and marketing		2		4		5		8
General and administrative		29		48		71		96
	$	40	$	61	$	94	$	122

Restricted Stock

The Company accounts for restricted stock issued to employees at fair value, based on the market price of stock on the date of grant, net of estimated forfeitures. The fair value of restricted stock units awarded are measured at the grant date. Almost all restricted stock was issued to founders or employees of the Company.

A summary of restricted stock activity for the six months ended June 30, 2022 is as follows:


	Restricted Stock (Unvested)
		Weighted Average Grant
	Number of	Date Fair Value
	Shares	($ per share)
Unvested at December 31, 2021	174,154	$	0.21
Grants	—		—
Vested	—		—
Forfeited	—		—
Unvested at June 30, 2022	174,154	$	0.21

As of the six months ended June 30, 2022 there was $12 thousand of unrecognized expense related to unvested restricted stock. There was no outstanding restricted stock at 3/31/2021. The Company recognizes restricted stock compensation over a straight-line basis over the service period of the entire award, subject to the application of an estimate for forfeiture.

Common Stock Warrants

Prior to January 2019, the Company granted 91,310 warrants to purchase common stock. The weighted average exercise price for the warrants were $1.54, and the term of the warrants were 10 years. The warrants were valued on the date of grant using the Black-Scholes Merton option pricing model.

A summary of common stock warrants outstanding as of June 30, 2022 and December 31, 2021 is as follows:


		Weighted Average		Aggregate
	Number of	Exercise		Intrinsic
	Shares	Price ($ per share)		Value
Outstanding at June 30, 2022	91,310	$	1.54	—
Outstanding at December 31, 2021	91,310	$	1.54	—

11.Stockholders’ Equity and Mezzanine Equity

Redeemable Preferred Stock — Mezzanine Equity

The Company had outstanding redeemable preferred stock as follows (in thousands, except share amounts):


	December 31, 2021
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
Total	24,545,386	24,545,386	$	110,265	$	67,417


	December 31, 2020
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
Total	24,545,386	24,545,386	$	110,265	$	67,417

Series D repurchase

In December 2019, the Company agreed to repurchase all Series D preferred stock from the Series D investor at a total purchase price of $75 million. Series D had originated in February 2018, whereby the Company authorized and sold 31,715,826 shares of the Company’s Series D preferred stock for $260 million. The difference between the repurchase price of the Series D preferred shares and its carrying amount was recorded as a credit to accumulated deficit in the statement of mezzanine equity and stockholders’ deficit. The repurchased shares were retired in connection with the repurchase.

Preferred Stock Provisions

Dividends — The holders of preferred stock shall be entitled to receive dividends, out of any assets legally available therefore, on a pari passu basis prior and in preference to any declaration or payment of any dividend (payable other than in shares of common stock) on the common stock of the Company, at the dividend rate, payable when, as and if declared by the Company’s Board of Directors. For the purpose of this section, dividend rate shall mean: $0.0554 per annum for each share of Series Seed Preferred, $0.1251 per annum for each share of Series A Preferred, $0.1793 per annum for each share of Series B Preferred, and $0.4376 per annum for each share of Series C Preferred. Further, the Company has never paid dividends, and as the dividends are non-cumulative, the Company does not anticipate paying dividends in the future.

Voting Rights — Each holder of Series Seed, Series A, Series B, and Series C Preferred is entitled to have voting rights. In addition to the separate votes of preferred stock, the shares can convert into common shares and thus have the same voting rights as common stockholders. As of December 31, 2021 and 2020, the Common Stockholders can elect one member of the Board, Preferred Stockholders can elect three members of the Board, and the Common and Preferred Stockholders as a single class on an as converted basis elect the remaining one Board members. In August 2021, the Company increased the Board size from five to seven, where the Common and Preferred Stockholders as a single class on an as converted basis elect the remaining three Board members.

Liquidation Preference — Should a voluntary or involuntary liquidation, dissolution or winding-up of the Company commence, the holders of Series Seed, Series A, Series B and Series C Preferred will receive an aggregate amount equal to the original issue price pro rata according to the number of outstanding shares held by each holder. For the purpose of this section, original issue price shall mean, $0.6922 per Series Seed preferred share, $1.5643 per Series A preferred share, $2.2408 per Series B preferred share and $5.4703 per Series C preferred share.

Conversion Rights — The convertible preferred shares of Series Seed, Series A, Series B and Series C are convertible at the option of the holder at any time. Additionally, the instruments automatically convert into shares of common stock upon the affirmative election of the holders of a majority of the then-outstanding shares of Preferred Stock, or immediately upon the closing of a firmly underwritten public offering resulting in at least $24.5934 per share of public offering price and $175,000,000 of gross proceeds. Given that the conversion ratio is fixed at 1:1, the Company would issue a fixed number of shares of common stock and not a variable number of shares to settle the convertible preferred stock, unless a new round of common stock is issued. There was no benefit to any of the preferred stockholders to convert their shares into common stock as of their date of issuance as the fair value of common stock was consistently lower than the fair value of preferred stock for each round of preferred stock then outstanding. As such, the conversion features were not in the money at the commitment date, therefore no beneficial conversion feature exists.

Common Stock

As of December 31, 2021, and 2020, the Company had authorized 43,763,126 and 43,763,126 shares of common stock (“common stock”) at a par value of $0.0001 per share, respectively. As of December 31, 2021, and 2020, 6,297,398 and 5,629,095 shares of the Company’s common stock were issued and outstanding, respectively.

Common Stock Reserved for Future Issuance

At December 31, 2021 and 2020, the Company had reserved common stock for future issuances, as follows:


	December 31, 2021	December 31, 2020
Seed	4,502,881	4,502,881
A	6,072,815	6,072,815
B	6,694,033	6,694,033
C	7,275,657	7,275,657
Common stock option plan:
Options outstanding	7,580,496	7,383,320
Options available for future grants	91,933	492,324
Common warrants	91,310	91,310
Total	32,309,125	32,512,340

Stock Option Plan

Under the Company’s 2014 Stock Option Plan (the “2014 Plan”), options may be granted at fair value, generally vest over four years and expire in ten years.

A summary of the Company’s option activity under the 2014 Plan is as follows:


				Weighted-
		Weighted-average		average grant
Stock Options	Number of Options	exercise price		date fair value
Outstanding, December 31, 2019	3,930,520	$	2.89	$	1.41
Granted	6,662,863		0.09		0.06
Exercised	(21,917)		0.29		0.16
Cancelled/forfeited	(3,188,146)		2.80		1.40
Outstanding, December 31, 2020	7,383,320		0.41		0.20
Granted	628,302		0.20		0.03
Exercised	(29,061)		0.09		0.04
Cancelled/forfeited	(402,065)		0.54		0.27
Outstanding, December 31, 2021	7,580,496	$	0.39	$	0.13

The following table summarizes information about currently outstanding and vested stock options as of December 31, 2021 and 2020:


			Weighted-Average
			Remaining	Vested and
	Outstanding,		Contractual Life	Exercisable,
Exercise Price	December 31, 2021		(Years)	December 31, 2021
0.09	6,199,710	$	8.21	4,294,192
0.16	321,061		9.16	201,631
0.26	254,100		9.97	—
0.86	6,025		5.20	6,025
2.17	24,282		5.65	24,282
2.78	544,009		7.35	490,346
2.96	231,309		6.78	231,309
	7,580,496		8.20	5,247,785


			Weighted-Average
			Remaining	Vested and
	Outstanding,		Contractual Life	Exercisable,
Exercise Price	December 31, 2020		(Years)	December 31, 2020
0.09	6,512,000	$	9.19	2,908,482
0.86	6,025		6.2	6,025
2.17	24,282		6.65	24,282
2.78	607,143		8.26	441,002
2.96	233,870		7.72	233,870
	7,383,320		9.06	3,613,661

As of December 31, 2021 and 2020, the aggregate intrinsic value of options outstanding and exercisable was $1.2 million and $204 thousand, respectively. The aggregate intrinsic value of options is determined as the difference between the exercise price of the options and the estimated fair value of the common stock. The intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was zero for each period.

The weighted-average grant date fair value of options granted during the years ended December 31, 2021 and 2020 was $0.03 and $0.06 per option, respectively.

The estimated grant date fair values of employee stock-based options were calculated using the Black-Scholes valuation model, based on the following assumptions. Since the Company does not a history of paying dividends, the expected dividend yield is 0%.


	December 31, 2021	December 31, 2020
Expected term	5.20 – 9.97 years	5.58 – 10.0 years
Volatility (%)	57.93% – 59.49%	54.25% – 57.73%
Risk-free interest rate (%)	0.71% – 1.55%	0.32% – 0.95%

For the years ended December 31, 2021 and 2020, total stock-based compensation expense was $0.2 million and $0.3 million, respectively. As of December 31, 2021, the aggregate stock compensation expense remaining to be amortized was $0.2 million. The Company expects this compensation balance to be recognized over a weighted average of 1.87 years. The Company expects to continue to issue unit-based awards to its employees in future periods.

The following table summarizes the total stock-based compensation expense by function for the year ended December 31, 2021 and 2020 (in thousands).


	2021		2020
Operations and support	$	36	$	32
Sales and marketing		11		9
General and administrative		175		244
	$	222	$	285

Restricted Stock

The Company accounts for restricted stock issued to employees and directors at fair value, based on the market price of stock on the date of grant, net of estimated forfeitures. The fair value of restricted stock units awarded are measured at the grant date.

A summary of restricted stock activity for the year ended December 31, 2021 is as follows:


	Restricted Stock (Unvested)
			Weighted Average Grant
			Date Fair Value
	Number of Shares		($ per share)
Unvested at December 31, 2020	—		—
Grants	174,154	$	0.21
Vested	—		—
Forfeited	—		—
Unvested at December 31, 2021	174,154	$	0.21

For the years ended December 31, 2021 and 2020, there was $14 thousand and zero unrecognized expense related to unvested restricted stock, respectively. The Company recognizes restricted stock compensation over a straight-line basis over the service period of the entire award, subject to the application of an estimate for forfeiture.

Common stock warrants

A summary of common stock warrants outstanding as of December 31, 2021 and 2020 is as follows:


			Weighted Average
	Number of		Exercise Price	Aggregate Intrinsic
	Shares		($ per share)	Value
Outstanding at December 31, 2021	91,310	$	1.54	—
Outstanding at December 31, 2020	91,310	$	1.54	—

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Income Taxes

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Income Taxes

11.Income Taxes

The Company recorded $13 thousand and $4 thousand of provision for income taxes for the six months ended June 30, 2022 and 2021, respectively. At the end of each interim period, the Company estimates its annual effective tax rate and applies that rate to the interim earnings. The tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effects of changes in tax laws or rates, are recorded in the interim period in which they occur. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the tax environment changes. As of June 30, 2021 and 2022, and consistent with all prior periods, the Company continues to maintain a full valuation allowance against all of it deferred tax assets in light of its history of cumulative net losses.

12.Income Taxes

The Company’s provision for income taxes for the years ended December 31, 2021 and 2020 was a benefit of $793 thousand, and an expense of $13 thousand, respectively. The provision for income taxes consisted of $0.6 million in deferred U.S. federal income tax and $0.2 million in deferred state income tax for the year ended December 31, 2021.

The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate was as follows:


	Year Ended December 31,
	2021		2020
Statutory rate	21.0	%	21.0	%
State tax	2.2	%	5.2	%
Valuation allowance	(21.9)	%	(26)	%
Other	(0.1)	%	(0.3)	%
PPP Loan Forgiveness	10.0	%	0.0	%
Total	11.2	%	(0.1)	%

The significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:
Net operating loss	$	52,373	$	49,499
Stock based compensation		25		25
Charitable contributions		214		196
Accrued expenses		453		288
Other		489		1,316
Total deferred tax assets	$	53,554	$	51,324
Deferred tax liabilities:
Fixed assets	$	(20)	$	(64)
Intangibles from acquisition		(731)		—
Other current assets		—		(22)
Total deferred tax liabilities	$	(751)	$	(86)
Valuation allowance		52,803		51,238
Net deferred tax taxes	$	—	$	—

The valuation allowance increased by $1.6 million for the year ended December 31, 2021, compared to the increase of $4.9 million for the year ended December 31, 2020. The Company believes that, based on a number of factors, the available objective evidence creates sufficient uncertainty regarding the realizability of the deferred tax assets such that a valuation allowance has been recorded. These factors include the Company’s history of net losses since its inception. No uncertain tax positions have been identified.

As of December 31, 2021, the Company had U.S. federal and state net operating loss carryforwards of approximately $200 million and $171 million, respectively. The federal net operating loss carryforwards generated as of December 31, 2017 of $23.3 million will expire in 2037, while $176.6 million federal net operating loss carryforwards generated in post December 31, 2017 or later do not expire due to the provisions in the Tax Cuts and Jobs Act, but may only offset 80% of taxable income in periods of future utilization. The state net operating loss carryovers will begin to expire in 2038 and will continue to expire through 2041.

The Company has experienced ownership changes within the meaning of Sec. 382 of the Internal Revenue Code (“IRC”) at various dates from 2015 through 2019. Based on the Sec. 382 study, the Company has determined that $35.3 million federal and $37.6 million California net operating losses are subject to Sec. 382 limitations, respectively. The ability to utilize net operating losses, tax credits and other tax attributes may be limited.

The Company files returns with the U.S. federal government, and various state jurisdictions. The Company’s returns have been, and could in the future, subject to examination which may, or may not, have an impact to the consolidated financial statements.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The Company completed its evaluation of the impact of the CARES Act and did not expect the provisions of

the legislation to have a significant impact on the effective tax rate, deferred tax assets and liabilities, or income tax payable of the Company.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Loss per share

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Loss per share

12.Earnings (loss) per share

The following table shows the computation of basic and diluted earnings per share for June 30, 2022 and June 30, 2021 (in thousands, except share data):


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Numerator:
Net loss attributable to common stockholders	$	(1,090)		(2,434)	$	(3,440)	$	(5,141)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders		6,305,282		5,638,678		6,301,362		5,636,666
Net income (loss) per share attributable to common stockholders, basic and diluted	$	(0.17)		(0.43)	$	(0.55)	$	(0.91)

The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive are as follows:


	Six months ended June 30,
	2022	2021
Series Seed convertible preferred shares	4,502,881	4,502,881
Series A convertible preferred shares	6,072,815	6,072,815
Series B convertible preferred shares	6,694,033	6,694,033
Series C convertible preferred shares	7,275,657	7,275,657
Series P convertible preferred shares	1,100,000	—
Options and RSUs issued and outstanding	7,715,118	7,866,061
Warrants issued and outstanding	91,310	91,310
Total	33,451,814	32,502,757

13.Loss per share

The following table shows the computation of basic and diluted loss per share for 2021 and 2020 (in thousands, except share data):


	Year Ended December 31,
	2021		2020
Numerator:
Net loss attributable to common stockholders	$	(6,311)	$	(18,839)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders		5,908,062		5,623,515
Net loss per share attributable to common stockholders, basic and diluted	$	(1.07)	$	(3.35)


	2021	2020
Series Seed convertible preferred shares	4,502,881	4,502,881
Series A convertible preferred shares	6,072,815	6,072,815
Series B convertible preferred shares	6,694,033	6,694,033
Series C convertible preferred shares	7,275,657	7,275,657
Options and RSUs issued and outstanding	7,754,650	7,383,320
Warrants issued and outstanding	91,310	91,310
Total	32,391,346	32,020,016

401(k) Plan

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

401(k) Plan

13.401(k) Plan

In 2018, the Company adopted a 401(k) Plan that qualifies as a deferred salary arrangement under Section 401 of the IRC. Under the 401(k) Plan, participating employees may defer a portion of their pretax earnings not to exceed the maximum amount allowable. The Company did not make contributions to this plan in the first six months of 2022 or 2021.

14.401(k) Plan

In 2018, the Company adopted a 401(k) Plan that qualifies as a deferred salary arrangement under Section 401 of the IRC. Under the 401(k) Plan, participating employees may defer a portion of their pretax earnings not to exceed the maximum amount allowable. The Company made no contributions to eligible employees’ plans in 2021 and 2020.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section S99
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (o)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (p)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 70
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI https://asc.fasb.org/topic&trid=2235017

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 60
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (q)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (l)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

+ Details

Restructuring

12 Months Ended

Dec. 31, 2021

Wag Labs, Inc.

Restructuring

15.Restructuring

In 2019, the Company announced a restructuring plan to reduce operating expenses and improve the Company’s cash flows. As a result of the restructuring plan, which was substantially completed in the beginning of 2020, the Company recognized severance and other employee costs of zero and $0.3 million during the years ended December 31, 2021 and 2020, respectively. Additionally, as a result of the closure of the Los Angeles offices, the Company recognized lease cease-use charges of zero and $3.2 million during the year ended December 31, 2021 and 2020, respectively.

In May 2021, the Company entered into an agreement with its landlord to terminate and exit the Company’s Los Angeles office leases for a one-time termination fee of $2.8 million.

The following table sets forth a reconciliation of the beginning and ending restructuring liability balances by each major type of cost associated with the restructuring charges (in thousands):


	Severance		Lease
	and other		cease-use
	employee costs		costs		Total
Liability at December 31, 2020	$	—	$	2,873	$	2,873
Charges		—		—		—
Cash Payments		—		(2,846)		(2,846)
Liability at December 31, 2021	$	—	$	27	$	27

The following table summarizes the above restructuring related charges by line item within the Company’s statements of operations where they were recorded in the year ended December 31, 2020 (in thousands):


	Severance		Lease
	and other		cease-use
Year Ended December 31, 2020	employee costs		costs		Total
Operations and support	$	134	$	—	$	134
Sales and marketing		14		—		14
General and administrative		137		3,225		3,362
	$	285	$	3,225	$	3,510

Subsequent Events	6 Months Ended	12 Months Ended
Subsequent Events	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events that have occurred other than those mentioned below, that would require adjustments to the disclosures of the unaudited condensed financial statements. On July 7, 2022, The board of directors of CHW Acquisition Corporation, through an extraordinary general meeting has approved, (i) the domestication of CHW as a Delaware corporation (the “Domestication”) and (ii) the Business Combination Agreement, dated as of February 2, 2022, by and among CHW, Wag Labs, Inc., a Delaware corporation (“Wag!” ),. Wag! is a leading provider of access to pet care services. In connection with the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Company will be renamed “Wag! Group Co.” (referred to herein as “New Wag!”). On July 14, 2022, the Company entered into an agreement with Chardan Capital Markets to render financial advisory and investment banking services in connection with the Company’s business combination with Wag Labs, Inc. Pursuant to the agreement, Chardan Capital Markets is to receive a contingent fee of $400,000, payable at payable at the earlier of (i) the closing of the Transaction from the closing flow-of-funds or (ii) 14 calendar days after the Company’s shareholder meeting approving the Transaction. Pursuant to a certain Underwriting Agreement, dated August 30, 2021, by and between Wag! Group Co. (f/k/a CHW Acquisition Corporation the “Company”), and Chardan Capital Markets, LLC (“Chardan”), Chardan holds 56,250 shares (the “Shares”) of common stock, $0.0001 par value per share, of the Company (“Common Stock”). On August 8, 2022, Chardan agreed to forfeit 50,000 Shares upon the consummation of the Company’s initial business combination with Wag Labs, Inc. On August 5, 2022, the Company entered into Forward Share Purchase Agreements (each, a “Forward Purchase Agreement” and collectively, the “Forward Purchase Agreements”), with each of Milton Arbitrage Partners, LLC, MMCAP International Inc. SPC, Nautilus Master Fund, L.P. and Polar Multi-Strategy Master Fund (each, an “Investor” and collectively, the “Investors”) pursuant to which, on the three month anniversary of the date of the closing of the Company’s Business Combination (as defined below), the Investors may elect to sell and transfer to the Company, and the Company will purchase, in the aggregate up to 2,393,378 shares of common stock of the Company, par value $0.0001 per share (the “Investor Shares”), consisting of shares of common stock then held by the Investors and not sold and repurchased by the Investor since the closing of the Business Combination. The Company will acquire the Investor Shares at a price of $10.30 per share (the “Shares Purchase Price”). In exchange for the Company’s commitment to purchase the Investor Shares on the Put Date, each Investor agreed that it will not request redemption of any of the Investor Shares in conjunction with the Company’s shareholders’ approval of the Business Combination, or tender the Investor Shares to the Company in response to any redemption or tender offer that the Company may commence for its ordinary shares. On October 27, 2021, the Company entered into an agreement with Ernst and Young LLP for due diligence services related to the Business Combination, pursuant to which the Company paid Ernst and Young LLP a fee of $155,082 after the consummation of the Business Combination. On August 9, 2022, the parties to the Business Combination Agreement completed the Business Combination (See Note 1). Holders of 9,593,970 Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.03 per share, for an aggregate redemption amount of approximately $96.2 million. The per share redemption price of approximately $10.03 for public shareholders electing redemption was paid out of the Trust Account.	Note 10 — Subsequent Events The Company has evaluated subsequent events through the date these financial statements were issued and determined that there were no subsequent events that would require adjustment or disclosure except for the following. On February 2, 2022, the Company, CHW Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of the Company and Wag Labs, Inc., a Delaware corporation, entered into a Business Combination Agreement. The Business Combination will be effected in two steps: (i) on the Domestication Closing Date, CHW will domesticate as a Delaware corporation; and (ii) on the Acquisition Closing Date, Merger Sub will merge with and into Wag, with Wag surviving the merger as a wholly owned subsidiary of New Wag. Concurrently with the Domestication, CHW will adopt and file a certificate of incorporation with the Secretary of State of the State of Delaware, pursuant to which CHW will change its name to Wag! Group Co. and adopt bylaws. At least one business day, but no more than two business days, after the Domestication, and no later than three business days following the satisfaction or waiver of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at the Acquisition Closing, but subject to the satisfaction or waiver of those conditions at such time), the Acquisition Merger will be consummated by the filing of a certificate of merger with the Secretary of State of the State of Delaware. In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into Subscription Agreements (the “Subscription Agreements”) with qualified institutional buyers (the “PIPE and Backstop Investors”), pursuant to which, among other things, the PIPE and Backstop Investors agreed to purchase an aggregate of 500,000 shares of common stock of CHW following the Domestication and immediately prior to the Acquisition Merger at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of $5,000,000 million; provided, however, if the PIPE and Backstop Investors acquire shares of common stock of CHW in the open market between the date of the Subscription Agreements and the close of business on the third trading day prior to the special meeting of CHW’s shareholders called in connection with the Business Combination, then the required purchase amount shall be reduced on a share-for-share basis by the number of shares of common stock of CHW so acquired in the open market (the “PIPE and Backstop Investment”). In connection with the execution of the Business Combination Agreement, on February 2, 2022, the Sponsor, Mark Grundman and Jonah Raskas (collectively, the “CHW Founder Shareholders”) entered into that certain letter agreement (the “CHW Founders Stock Letter”) with CHW and Wag!, pursuant to which, among other things, CHW, Wag!, and the CHW Founder Shareholders agreed, with respect to 360,750 Founder Shares (as defined below) (the “Forfeiture Shares”), during the period commencing on the date of the Business Combination Agreement and ending on the earlier of (A) the date that is three years after the Acquisition Closing, (B) the date on which the Forfeiture Shares are no longer subject to forfeiture, (C) subsequent to the Acquisition Closing, the consummation of a liquidation, merger, share exchange or other similar transaction that results in all of the New Wag! stockholders having the right to exchange their shares for cash, securities or other property, and (D) the valid termination of the Business Combination Agreement, the Sponsor will not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder with respect to, any Forfeiture Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Forfeiture Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clauses (i) or (ii), subject to certain exceptions. Wag! has delivered to CHW the Stockholder Support Agreement, dated February 2, 2022 (the “Stockholder Support Agreement”), pursuant to which, among other things, the Key Wag! Stockholders, whose ownership interests collectively represent the outstanding Wag! common stock and Wag! preferred stock (voting on an as-converted basis) sufficient to approve the Business Combination on behalf of Wag!, will agree to support the approval and adoption of the transactions contemplated by the Business Combination Agreement, including agreeing to execute and deliver the requisite consent of Wag!’s stockholders holding shares of Wag! common stock and Wag! preferred stock sufficient under the Delaware General Corporation Law and Wag!’s certificate of incorporation and bylaws to approve the Business Combination Agreement and the Business Combination, in the form of a written consent executed by the Key Wag! Stockholders, within 48 hours of the Registration Statement on Form S-4 filed with the SEC in connection with the Business Combination becoming effective. The Stockholder Support Agreement will terminate upon the earliest to occur of (a) the Acquisition Merger Effective Time, (b) the date of the termination of the Business Combination Agreement, and (c) the effective date of a written agreement of CHW, Wag!, and the Wag! stockholders party thereto terminating the Stockholder Support Agreement (the “Expiration Time”). The Key Wag! Stockholders also agreed, until the Expiration Time, to certain transfer restrictions (excluding the Conversion). In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into a definitive commitment letter (the “Commitment Letter”) with Blue Torch Capital LP (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, the “Debt Financing Sources”), pursuant to which, among other things, the Debt Financing Sources agreed to fund a $30 million senior secured term loan credit facility (the “Credit Facility”). The closing and funding of the Credit Facility will occur in connection with the closing of the transactions contemplated by the Business Combination Agreement, subject to the satisfaction or waiver of the conditions to funding set forth in the Commitment Letter. Upon closing, Wag! will be the primary borrower under the Credit Facility, New Wag! will be a parent guarantor and substantially all of Wag!’s existing and future subsidiaries will be subsidiary guarantors (subject to certain customary exceptions). The Credit Facility will be secured by a first priority security interest in substantially all assets of Wag! and the guarantors (subject to certain customary exceptions).
Wag Labs, Inc.
Subsequent Events	14.Subsequent Events In connection with the issuance of the consolidated financial statements on August 15, 2022 for the three and six months ended June 30, 2022, the Company has evaluated subsequent events existing and not existing on June 30, 2022, and concluded there were no subsequent events to recognize in the financial statements. On August 9, 2022 (the “Closing Date”), Wag Labs, Inc. (“Legacy Wag!”), CHW Acquisition Corporation, a Cayman Islands exempted company (“CHW”), and CHW Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of CHW (“Merger Sub”), consummated the closing of the transactions contemplated by the Business Combination Agreement, dated February 2, 2022, by and among Legacy Wag!, CHW, and Merger Sub (the “Business Combination Agreement”), following the approval at an extraordinary general meeting of CHW’s shareholders held on July 28, 2022 (the “Special Meeting”). Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy Wag! and CHW 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 Business Combination Agreement, the “Business Combination”). In connection with the consummation of the Business Combination on the day prior to the Closing Date, CHW changed its name from CHW Acquisition Corporation to Wag! Group Co. In connection with the Special Meeting and the 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 $5.3 million, net of $23.9 million placed in escrow in accordance with the Forward Purchase Agreements. The Company also received $29.4 million in a Secured Note and $5 million from the PIPE and Backstop Investor, before the payment of transaction related expenses. 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 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; (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 Closing 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 a maximum redemption scenario in connection with the Business Combination and in accordance with the terms of the CHW Founders Stock Letter (as defined below) and the Business Combination Agreement; (x) the issuance of 300,000 Wag! 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 Business Combination and in accordance with the CHW Founders Stock Letter and the Business Combination Agreement. Simultaneously with the closing of the Business Combination, the Company deposited $24,651,793 into an escrow account pursuant to Forward Share Purchase Agreements entered into by CHW on August 5, 2022. In accordance with the Forward Share Purchase Agreements, on the three-month anniversary of the Closing Date, the participating investors may elect to sell and transfer to the Company, and the Company will 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 and not sold and repurchased by the Investor since the Closing Date. The shares are held in escrow and the Company can acquire the Investor Shares at a price of $10.30 per share. The date of the purchase by the Company of the Investor Shares is referred to as the “Put Date”. In conjunction with the sale of the Investor Shares to the Company, each Investor shall notify the Company and the Escrow Agent in writing five business days prior to the three-month anniversary of the date of the Closing Date whether or not such Investor is exercising its right to sell the Investor Shares that such Investor holds to the Company pursuant to the Forward Purchase Agreements (each, a “Shares Sale Notice”). If a Shares Sale Notice is timely delivered by an Investor to the Company and the Escrow Agent, the Company will purchase from such Investor the Investor Shares held by such Investor on the Put Date. If the Investor sells any Investor Shares in the open market after the Closing Date and prior to the three-month anniversary of the Closing Date (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), the Escrow Agent shall 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 will be made with funds from the escrow account attributed to the Investor Shares. In the event that an Investor sells any Investor Shares in an Early Sale, it shall provide notice to the Company and the Escrow Agent within three business days of such sale, and the Escrow Agent shall release from the escrow account for the Company’s use without restriction an amount equal to the pro rata portion of the escrow attributed to the Investor Shares which the Investor has sold. In the event that the Investor chooses not to sell to the Company any Investor Shares that the Investor owns as of the three-month anniversary of the Closing Date, the Escrow Agent shall release all remaining funds from the escrow account for the Company’s use without restriction. Also, on the Closing Date, the Company entered into a financing agreement (the “Blue Torch Financing 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, the “Debt Financing Sources”), pursuant to which, among other things, the Debt Financing Sources agreed to extend an approximately $32.17 million senior secured term loan credit facility (the “Credit Facility”). Legacy Wag! is the primary borrower under the Credit Facility, the Company is a parent guarantor and substantially all of the Company’s existing and future subsidiaries are subsidiary guarantors (subject to certain customary exceptions). The Credit Facility is secured by a first priority security interest in substantially all assets of Legacy Wag! and the guarantors (subject to certain customary exceptions). Also in connection with the Business Combination, Eligible Company Equityholders have the contingent right to Earnout Shares and management has the contingent right to Management Earnout Shares. The aggregate number of Earnout Shares and Management Earnout Shares is 10,000,000, and 5,000,000, shares of New Wag! common stock, respectively. The Earnout Shares and Management Earnout Shares will be issued following the Business Combination, as further described below. Earnout Shares would only be issuable if certain New Wag! share price conditions are met over a three-year period from the effective merger date. Earnout Shares would only be issuable if certain New Wag! share price conditions are met over a three-year period from the effective merger date. The Earnout Shares are indexed to the Company’s stock, at each of the New Wag! share price targets of $12.50, $15.00, and $18.00.		16.Subsequent Events In connection with the issuance of the consolidated financial statements for the year ended December 31, 2021, the Company has evaluated subsequent events through March 10, 2022, the date the consolidated financial statements were issued. On January 28, 2022, in connection with the Business Combination Agreement, the Company entered into Series P Subscription Agreements, pursuant to which the Company sold an aggregate of 1,100,000 Series P Shares to certain investors in a private placement at a price of $10.00 per share for total proceeds of $11 million. On February 2, 2022, the Company entered into a Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) with CHW Acquisition Corporation (“CHW”) and CHW Merger Sub Inc. (“Sub”), a wholly owned subsidiary of CHW. Pursuant to the terms of the Business Combination Agreement, Sub will merge with and into Wag! with Wag! continuing as the surviving entity (the “Merger”).

Summary of Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Income Taxes

Income Taxes

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Earnings Per Share

Net Loss per Ordinary Share


						For the period January 12,
	For the six months ended					2021 (Inception) to
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,839,770)	$	(724,141)	$	—		(15,873)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.23)	$	(0.23)	$	(0.00)	$	(0.01)


	For the three months ended				For the three months ended
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,109,135)	$	(282,829)	$	—		(4,239)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.09)	$	(0.09)	$	(0.00)	$	(0.00)

Net Loss per Ordinary Share

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 16,738,636 Ordinary Shares at $11.50 per share were issued on September 1, 2021. At December 31, 2021, no warrants have been exercised. The 16,738,636 potential Ordinary shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary share.


	For the period January 12,
	2021 (inception) through
	December 31,
	2021
	Ordinary Shares		Founder Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(478,012)	$	(351,551)

Denominator:
Weighted average shares outstanding		4,284,703		3,171,069

Basic and dilution net loss per share	$	(0.11)	$	(0.11)

Recent Accounting Pronouncements Adopted

Recent Accounting Pronouncements

Wag Labs, Inc.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Reclassifications

Segments

Use of 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 stock-based compensation and warrants, and the valuation allowance for deferred income taxes. Actual results may differ from these estimates.

Business Combinations

Certain Significant Risks and Uncertainties

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposit as well as investments in money market funds that are readily convertible into cash and purchased with original maturities of three months or less. Restricted cash of approximately $0.8 million is included in “prepaid expenses and other current assets” on the consolidated balance sheet as of December 31, 2021 and 2020, and represents cash deposited by the Company into a separate account and designated as collateral for a standby letter of credit in the same amount in accordance with contractual agreements.

Investments

on the length of time that the fair market value has been below cost and the severity of the decline. There were no impairments of investments recorded in 2021 and 2020.

Accounts Receivable

Accounts receivable primarily represent amounts charged by payment processors on behalf of the Company that are in the process of clearing. These amounts are generally cleared in one to three business days. Additionally, the Company records accounts receivable for commission fees earned but not yet received from third party service partners in connection with Wag! Wellness services. Substantially all accounts receivable are collected and bad debt expense or the allowance for doubtful accounts were not material.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives are as follows:


		Estimated useful life
Equipment		3 years
Leasehold improvements		Shorter of estimated useful life or lease term
Capitalized software		3 years

Maintenance and repair costs are charged to expense as incurred.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives are as follows:

		Estimated useful life
Automobiles		5 years
Equipment		3 years
Leasehold improvements		Shorter of estimated useful life or lease term
Capitalized software		3 years

Maintenance and repair costs are charged to expense as incurred.

Goodwill

Intangible Assets, Net

Intangible assets are recorded at fair value as of the date of acquisition and amortized on a straight- line basis over their estimated useful lives.

Intangible Assets, Net

Intangible assets are recorded at fair value as of the date of acquisition and amortized on a straight-line basis over their estimated useful lives.

Impairment of Definite-Lived Intangible Assets and Other Long-lived Assets

Impairment of Intangible Assets

Impairment of Definite-Lived Intangible Assets and Other Long-lived Assets

The Company reviews its definite-lived intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to its estimated fair value. No impairment of definite-lived intangible and long-lived assets was recorded for the years ended December 31, 2021 and 2020.

Software Development Costs

Stock-Based Compensation

The Company generally recognizes compensation expense using a straight-line amortization method over the respective service period for awards that are ultimately expected to vest. Stock-based compensation expense for 2021 and 2020 has been reduced for actual forfeitures.

Income Taxes

Fair Value

Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 3 — Unobservable inputs for which there are little or no market data and that are significant to the fair value of the assets or liabilities.

Fair Value

Level1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level3 — Unobservable inputs for which there are little or no market data and that are significant to the fair value of the assets or liabilities.

Concentration of Credit Risk

Revenue Recognition

Principal vs. Agent Considerations

Gift Cards

Incentives

The Company offers discounts and promotions to encourage use of the Company’s platform. These are offered in various forms of discounts and promotions and include:

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with its Customers. Through its Services offerings, the Company principally generates service revenue from service fees charged to PCGs for use of the platform to discover pet service opportunities and to successfully complete a pet care service to a pet parent. 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 offerings, the Company generates revenue through commissions fees paid by third party service partners in the form of ‘revenue-per-action’ or conversion activity defined in our agreements with the 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 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 the PCGs after both the PCGs and pet parent accept a transaction request and the PCGs ability to cancel the transaction lapses. For Wag! Wellness revenue, the Company enters into agreements with third-party service partners which define the action by the pet parent that results in the Company earning and receiving a commission fee.

recognized upon processing of the applications. Wag! Wellness revenue performance obligation is completed and revenue is recognized when an end-user completes an action or conversion activity.

Principal vs. Agent Considerations

Gift Cards

Incentives

The Company offers discounts and promotions to encourage use of the Company’s platform. These are offered in various forms of discounts and promotions and include:

Cost of Revenues (exclusive of depreciation and amortization)

Platform Operations and Support

Platform operations and support expenses include personnel-related compensation costs of technology and operations teams, and third-party operations support costs.

Platform Operations and Support

Platform operations and support expenses include personnel-related compensation costs of technology and operations teams, and third-party operations support costs.

Sales and Marketing

Sales and marketing expenses include personnel-related compensation costs of the marketing team, advertising expenses, and pet parent incentives. Sales and marketing expenses are expensed as incurred. Advertising expenses were $6.7 million and $0.6 million during the years ended December 31, 2021 and 2020, respectively.

General and Administrative

Depreciation and Amortization

Earnings Per Share

The Company computes net income (loss) per common stock following the two-class method required for multiple classes of common stock and participating securities. The Company considers the redeemable preferred stock to be participating securities. The two-class method requires income (loss) available to common stockholders for the period to be allocated between multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income (loss) for the period had been distributed. The holders of the Company’s redeemable preferred stock would be entitled to dividends in preference to common stockholders, at specified rates, if declared. Such dividends are not cumulative. Any remaining earnings would be distributed among the holders of redeemable preferred stock and common stock pro rata. Holders of the Company’s redeemable preferred stock are not contractually obligated to participate in the Company’s losses. As such, the Company’s net losses for the years ended December 31, 2021 and 2020 were not allocated to these participating securities.

Recent Accounting Pronouncements Adopted

Accounting Standards Issued but Not Yet Adopted

Credit Losses

Recent Accounting Pronouncements Adopted

Recent Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Schedule of property plant and equipment estimated useful lives


		Estimated useful life
Equipment		3 years
Leasehold improvements		Shorter of estimated useful life or lease term
Capitalized software		3 years

		Estimated useful life
Automobiles		5 years
Equipment		3 years
Leasehold improvements		Shorter of estimated useful life or lease term
Capitalized software		3 years

Business Combinations (Tables) - Wag Labs, Inc.

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of purchase consideration


	As of
	August 3, 2021
Intangible assets	$	3,045
Goodwill		1,427
Deferred tax liabilities		(792)
Total purchase consideration	$	3,680


	As of
	August 3, 2021
Intangible assets	$	3,045
Goodwill		1,427
Deferred tax liabilities		(792)
Total purchase consideration	$	3,680

Schedule of estimated useful lives of the acquired intangible assets


			Estimated
			Useful
	Fair Value		Life (years)
Developed technology	$	648	4
Strategic customer relationships and licenses		2,121	5-10
Tradename		276	7
Total intangible assets	$	3,045


			Estimated
			Useful
	Fair Value		Life (years)
Developed technology	$	648	4
Strategic customer relationships and licenses		2,121	5 – 10
Tradename		276	7
Total intangible assets	$	3,045

Schedule of unaudited pro forma information


	Years Ended December 31,
	2021		2020
Revenue, as reported	$	20,082	$	11,970
Revenue of CPI for the period prior to acquisition (inclusive of pro forma adjustments)		1,925		339
Pro forma revenue	$	22,007	$	12,309
Net loss, as reported	$	(6,311)	$	(18,839)
Net loss of CPI for the period prior to acquisition (inclusive of pro forma		(40)		(662)
Pro forma net loss	$	(6,351)	$	(19,501)

Revenue and Contract Liabilities (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Schedule of disaggregation of revenue


	Three months		Six months
	ended		ended

	June 30, 2022
Service revenue	$	5,675	$	10,107
Wellness revenue		7,109		12,343
Total revenue	$	12,784	$	22,450


	For the Year Ended
	December 31, 2021
Service revenue	$	14,951
Wellness revenue		5,131
Total revenue	$	20,082

Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of company's financial assets that are measured at fair value on a recurring basis

Quoted Prices in

Significant Other

June 30, 2022

Active Markets

Observable Inputs

Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investment held in Trust Account

125,190,736

—


		Quoted Prices in		Significant Other	Significant Other
December 31, 2021		Active Markets		Observable Inputs	Unobservable Inputs
Assets:	Level	(Level 1)		(Level 2)	(Level 3)
Investment held in Trust Account	1	$	125,002,997	—	—

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Level

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in Trust Account

125,002,997

—

Wag Labs, Inc.

Schedule of company's financial assets that are measured at fair value on a recurring basis


	June 30, 2022
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	558	$	—	$	—	$	558
Short-term investments
Money market funds		6,962		—		—		6,962
Total financial assets	$	7,520	$	—	$	—	$	7,520


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	620	$	—	$	—	$	620
Short-term investments
Money market funds		217		—		—		217
Corporate bonds		—		2,554		—		2,554
Total financial assets	$	837	$	2,554	$	—	$	3,391


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	620	$	—	$	—	$	620
Short-Term investments
Money market funds		217		—		—		217
Corporate bonds		—		2,554		—		2,554
Total financial assets	$	837	$	2,554	$	—	$	3,391


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	1,163	$	—	$	—	$	1,163
Short-Term investments
Money market funds		4,016		—		—		4,016
Commercial paper		—		8,098		—		8,098
Corporate bonds		—		3,426		—		3,426
U.S. government agency securities		—		818		—		818
Total financial assets	$	5,179	$	12,342	$	—	$	17,521

Schedule of unrealized positions for available-for-sale securities


	December 31, 2021
			Gross		Gross
	Amortized		unrealized		unrealized
	cost basis		gains		losses		Fair value
Money market funds	$	217	$	—	$	—	$	217
Corporate bonds		2,553		1		—		2,554
Total financial assets	$	2,770	$	1	$	—	$	2,771


	December 31, 2020
	Amortized cost		Gross unrealized		Gross unrealized
	basis		gains		losses		Fair value
Money market funds	$	4,016	$	—	$	—	$	4,016
Commercial paper		8,097		1		—		8,098
Corporate bonds		3,426		—		—		3,426
U.S. government agency securities		818		—		—		818
Total financial assets	$	16,357	$	1	$	—	$	16,358

Goodwill and Intangible Assets (Tables) - Wag Labs, Inc.

12 Months Ended

Dec. 31, 2021

Schedule of changes in the carrying amount of goodwill

The following table summarizes the changes in the carrying amount of goodwill for the year ended December 31, 2021 (in thousands):


Balance December 31, 2020	$	—
CPI Acquisition		1,427
Balance December 31, 2021	$	1,427

Schedule of gross book value and accumulated amortization of intangible assets

The gross book value and accumulated amortization of intangible assets were as follows (in thousands):


	December 31, 2021
	Gross Book		Accumulated		Net Book
	Value		Amortization		Value
Developed technology	$	648	$	(65)	$	553
Strategic customer relationships and licenses		2,170		(125)		2,045
Tradename		276		(16)		260
	$	3,094	$	(206)	$	2,888

Schedule of weighted average remaining amortization period of intangible assets

Developed technology		3.6 years
Strategic customer relationships and licenses		7.2 years
Tradename		6.6 years

Schedule of estimated amortization expense of intangible asset


2022	$	498
2023		498
2024		498
2025		431
2026		333
Thereafter		581
Total	$	2,839

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Wag Labs, Inc.

Schedule of property and equipment, net

Property and equipment, net, consists of the following (in thousands):


	As of December 31,
	2021		2020
Equipment	$	136	$	130
Leasehold improvements		—		75
Capitalized software		460		460
Total property and equipment		596		665
Less: accumulated depreciation and amortization		506		385
Property and equipment, net	$	90	$	280

Leases (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Schedule of future minimum lease payments required under operating leases


2022 (remaining six months)	$	266
2023		227
Total minimum lease payments	$	493

As of December 31, 2021, the future minimum lease payments required under operating leases were as follows (in thousands):



2022	$	932
2023		227
Total minimum lease payments	$	1,159

Debt (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Schedule of future minimum payments of principal on Company's outstanding PPP loan


	Amounts
2022 (remaining six months)	$	222
2023		446
2024		451
2025		303
Total principal amount	$	1,422

Future minimum payments of the principal on the Company’s outstanding PPP loan as of December 31, 2021 were as follows (in thousands):


Year Ended December 31, 2021	Amounts
2022	$	442
2023		446
2024		451
2025		303
Total principal amount	$	1,642

Stockholders' Equity and Mezzanine Equity (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of outstanding redeemable preferred stock

At June 30, 2022, the redeemable ordinary share subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus:
Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption at December 31, 2021	$	125,000,000
Plus:
Accretion of carrying value to redemption value		190,736
Redeemable ordinary shares subject to possible redemption at June 30, 2022	$	125,190,736

At December 31, 2021, the redeemable ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus: Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption	$	125,000,000

Wag Labs, Inc.

Schedule of outstanding redeemable preferred stock


	June 30, 2022
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
P	4,750,000	1,100,000		10,925		11,000
Total	29,295,386	25,645,386	$	121,190	$	78,417


	December 31, 2021
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
Total	24,545,386	24,545,386	$	110,265	$	67,417


	December 31, 2021
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
Total	24,545,386	24,545,386	$	110,265	$	67,417


	December 31, 2020
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
Total	24,545,386	24,545,386	$	110,265	$	67,417

Schedule of reserved common stock for future issuances


	June 30, 2022	December 31, 2021
Seed	4,502,881	4,502,881
A	6,072,815	6,072,815
B	6,694,033	6,694,033
C	7,275,657	7,275,657
P	4,750,000	—
Common stock option plan:
Options outstanding	7,540,964	7,580,496
Options available for future grants	110,966	91,933
Common warrants	91,310	91,310
Total	37,038,626	32,309,125


	December 31, 2021	December 31, 2020
Seed	4,502,881	4,502,881
A	6,072,815	6,072,815
B	6,694,033	6,694,033
C	7,275,657	7,275,657
Common stock option plan:
Options outstanding	7,580,496	7,383,320
Options available for future grants	91,933	492,324
Common warrants	91,310	91,310
Total	32,309,125	32,512,340

Schedule of option activity


		Weighted-average		Weighted-average
	Number of	exercise		grant date
	Options	price		fair value
Outstanding, December 31, 2021	7,580,496	$	0.39	$	0.13
Granted	—		—		—
Exercised	(20,499)		0.12		0.04
Cancelled/forfeited	(19,033)		0.70		0.29
Outstanding, June 30, 2022	7,540,964	$	0.39	$	0.14


				Weighted-
		Weighted-average		average grant
Stock Options	Number of Options	exercise price		date fair value
Outstanding, December 31, 2019	3,930,520	$	2.89	$	1.41
Granted	6,662,863		0.09		0.06
Exercised	(21,917)		0.29		0.16
Cancelled/forfeited	(3,188,146)		2.80		1.40
Outstanding, December 31, 2020	7,383,320		0.41		0.20
Granted	628,302		0.20		0.03
Exercised	(29,061)		0.09		0.04
Cancelled/forfeited	(402,065)		0.54		0.27
Outstanding, December 31, 2021	7,580,496	$	0.39	$	0.13

Schedule of information about currently outstanding and vested stock options


			Weighted-Average
			Remaining	Vested and
	Outstanding,		Contractual Life	Exercisable,
Exercise Price	December 31, 2021		(Years)	December 31, 2021
0.09	6,199,710	$	8.21	4,294,192
0.16	321,061		9.16	201,631
0.26	254,100		9.97	—
0.86	6,025		5.20	6,025
2.17	24,282		5.65	24,282
2.78	544,009		7.35	490,346
2.96	231,309		6.78	231,309
	7,580,496		8.20	5,247,785


			Weighted-Average
			Remaining	Vested and
	Outstanding,		Contractual Life	Exercisable,
Exercise Price	December 31, 2020		(Years)	December 31, 2020
0.09	6,512,000	$	9.19	2,908,482
0.86	6,025		6.2	6,025
2.17	24,282		6.65	24,282
2.78	607,143		8.26	441,002
2.96	233,870		7.72	233,870
	7,383,320		9.06	3,613,661

Schedule of valuation assumptions


	December 31, 2021	December 31, 2020
Expected term	5.20 – 9.97 years	5.58 – 10.0 years
Volatility (%)	57.93% – 59.49%	54.25% – 57.73%
Risk-free interest rate (%)	0.71% – 1.55%	0.32% – 0.95%

Schedule of total stock-based compensation expense by function


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Operations and support	$	9	$	9	$	18	$	18
Sales and marketing		2		4		5		8
General and administrative		29		48		71		96
	$	40	$	61	$	94	$	122


	2021		2020
Operations and support	$	36	$	32
Sales and marketing		11		9
General and administrative		175		244
	$	222	$	285

Schedule of restricted stock activity


	Restricted Stock (Unvested)
		Weighted Average Grant
	Number of	Date Fair Value
	Shares	($ per share)
Unvested at December 31, 2021	174,154	$	0.21
Grants	—		—
Vested	—		—
Forfeited	—		—
Unvested at June 30, 2022	174,154	$	0.21


	Restricted Stock (Unvested)
			Weighted Average Grant
			Date Fair Value
	Number of Shares		($ per share)
Unvested at December 31, 2020	—		—
Grants	174,154	$	0.21
Vested	—		—
Forfeited	—		—
Unvested at December 31, 2021	174,154	$	0.21

Schedule of common stock warrants outstanding


		Weighted Average		Aggregate
	Number of	Exercise		Intrinsic
	Shares	Price ($ per share)		Value
Outstanding at June 30, 2022	91,310	$	1.54	—
Outstanding at December 31, 2021	91,310	$	1.54	—


			Weighted Average
	Number of		Exercise Price	Aggregate Intrinsic
	Shares		($ per share)	Value
Outstanding at December 31, 2021	91,310	$	1.54	—
Outstanding at December 31, 2020	91,310	$	1.54	—

Income Taxes (Tables) - Wag Labs, Inc.

12 Months Ended

Dec. 31, 2021

Summary of reconciliation of statutory federal income tax rate to effective tax rate


	Year Ended December 31,
	2021		2020
Statutory rate	21.0	%	21.0	%
State tax	2.2	%	5.2	%
Valuation allowance	(21.9)	%	(26)	%
Other	(0.1)	%	(0.3)	%
PPP Loan Forgiveness	10.0	%	0.0	%
Total	11.2	%	(0.1)	%

Summary of significant components of deferred tax assets and liabilities

The significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:
Net operating loss	$	52,373	$	49,499
Stock based compensation		25		25
Charitable contributions		214		196
Accrued expenses		453		288
Other		489		1,316
Total deferred tax assets	$	53,554	$	51,324
Deferred tax liabilities:
Fixed assets	$	(20)	$	(64)
Intangibles from acquisition		(731)		—
Other current assets		—		(22)
Total deferred tax liabilities	$	(751)	$	(86)
Valuation allowance		52,803		51,238
Net deferred tax taxes	$	—	$	—

Loss per share (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of basic and diluted loss per share


						For the period January 12,
	For the six months ended					2021 (Inception) to
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,839,770)	$	(724,141)	$	—		(15,873)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.23)	$	(0.23)	$	(0.00)	$	(0.01)


	For the three months ended				For the three months ended
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,109,135)	$	(282,829)	$	—		(4,239)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.09)	$	(0.09)	$	(0.00)	$	(0.00)


	For the period January 12,
	2021 (inception) through
	December 31,
	2021
	Ordinary Shares		Founder Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(478,012)	$	(351,551)

Denominator:
Weighted average shares outstanding		4,284,703		3,171,069

Basic and dilution net loss per share	$	(0.11)	$	(0.11)

Wag Labs, Inc.

Schedule of basic and diluted loss per share


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Numerator:
Net loss attributable to common stockholders	$	(1,090)		(2,434)	$	(3,440)	$	(5,141)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders		6,305,282		5,638,678		6,301,362		5,636,666
Net income (loss) per share attributable to common stockholders, basic and diluted	$	(0.17)		(0.43)	$	(0.55)	$	(0.91)

The following table shows the computation of basic and diluted loss per share for 2021 and 2020 (in thousands, except share data):


	Year Ended December 31,
	2021		2020
Numerator:
Net loss attributable to common stockholders	$	(6,311)	$	(18,839)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders		5,908,062		5,623,515
Net loss per share attributable to common stockholders, basic and diluted	$	(1.07)	$	(3.35)

Schedule of potential shares of common stock that were excluded from the computation of diluted net loss per share


	Six months ended June 30,
	2022	2021
Series Seed convertible preferred shares	4,502,881	4,502,881
Series A convertible preferred shares	6,072,815	6,072,815
Series B convertible preferred shares	6,694,033	6,694,033
Series C convertible preferred shares	7,275,657	7,275,657
Series P convertible preferred shares	1,100,000	—
Options and RSUs issued and outstanding	7,715,118	7,866,061
Warrants issued and outstanding	91,310	91,310
Total	33,451,814	32,502,757


	2021	2020
Series Seed convertible preferred shares	4,502,881	4,502,881
Series A convertible preferred shares	6,072,815	6,072,815
Series B convertible preferred shares	6,694,033	6,694,033
Series C convertible preferred shares	7,275,657	7,275,657
Options and RSUs issued and outstanding	7,754,650	7,383,320
Warrants issued and outstanding	91,310	91,310
Total	32,391,346	32,020,016

Restructuring (Tables) - Wag Labs, Inc.

12 Months Ended

Dec. 31, 2021

Schedule of restructuring charges

The following table sets forth a reconciliation of the beginning and ending restructuring liability balances by each major type of cost associated with the restructuring charges (in thousands):


	Severance		Lease
	and other		cease-use
	employee costs		costs		Total
Liability at December 31, 2020	$	—	$	2,873	$	2,873
Charges		—		—		—
Cash Payments		—		(2,846)		(2,846)
Liability at December 31, 2021	$	—	$	27	$	27

Schedule of restructuring related charges by line item within the Company's statements of operations


	Severance		Lease
	and other		cease-use
Year Ended December 31, 2020	employee costs		costs		Total
Operations and support	$	134	$	—	$	134
Sales and marketing		14		—		14
General and administrative		137		3,225		3,362
	$	285	$	3,225	$	3,510

Summary of Significant Accounting Policies - Additional Information (Details)	6 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($) segment	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) item	Dec. 31, 2020 USD ($)	Jan. 01, 2022 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit	$ (7,476,011)		$ (3,721,364)
Wag Labs, Inc.
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of operating segment	1		1
Accumulated deficit	$ (113,290,000)		$ (109,850,000)	$ (103,539,000)	$ 100,000
Restricted cash	800,000		800,000	800,000
Impairments of investments	0	$ 0	0	0
Goodwill impairment			0
Impairment of definite-lived intangible and long-lived assets	0	0	0	0
Dividend yield	0		0
Advertising Expense	9,500,000	$ 1,000,000.0	$ 6,700,000	$ 600,000
Operating right-of-use asset					500,000
Operating lease liability					$ 600,000
Operating right-of-use asset	$ 345,000
Wag Labs, Inc. \| Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accounts receivable business days	3 days		3 days
Ratable basis over contractual period	1 year		1 year
Wag Labs, Inc. \| Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accounts receivable business days	1 day		1 day
Ratable basis over contractual period	1 month		1 month

Summary of Significant Accounting Policies - Property plant and equipment estimated useful lives (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Capitalized software
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years	3 years
Wag Labs, Inc. \| Automobiles
Property, Plant and Equipment [Line Items]
Estimated useful lives		5 years
Wag Labs, Inc. \| Equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years	3 years
Wag Labs, Inc. \| Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated useful lives		Shorter of estimated useful life or lease term
Wag Labs, Inc. \| Capitalized software
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years	3 years

Business Combinations - Purchase consideration (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	Aug. 03, 2021	Jun. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 1,427	$ 1,427
CPI
Business Acquisition [Line Items]
Intangible assets	$ 3,045
Goodwill	1,427
Deferred tax liabilities	(792)
Total purchase consideration	$ 3,680

- 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

Business Combinations - Fair value and the estimated useful lives of the acquired intangible assets (Details) - Wag Labs, Inc. - CPI $ in Thousands	Aug. 03, 2021 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 3,045
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 648
Estimated Useful Life (years)	4 years
Strategic customer relationships and licenses
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 2,121
Strategic customer relationships and licenses \| Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	5 years
Strategic customer relationships and licenses \| Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	10 years
Tradename
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 276
Estimated Useful Life (years)	7 years

Business Combinations - pro forma information (Details) - USD ($)	3 Months Ended					6 Months Ended			12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Net Loss	$ (1,391,964)	$ (2,171,947)	$ (4,239)		$ (11,634)	$ (3,563,911)	$ (15,873)			$ (829,563)
Wag Labs, Inc.
Business Acquisition [Line Items]
Revenue	12,784,000		3,567,000			22,450,000		$ 6,156,000	$ 20,082,000		$ 11,970,000
Net Loss	$ (1,090,000)	$ (2,350,000)	$ (2,434,000)	$ (2,708,000)		$ (3,440,000)		$ (5,141,000)	(6,311,000)		(18,839,000)
Wag Labs, Inc. \| CPI
Business Acquisition [Line Items]
Pro forma revenue									22,007,000		12,309,000
Pro forma net loss									(6,351,000)		(19,501,000)
Wag Labs, Inc. \| CPI \| Prior to acquisition
Business Acquisition [Line Items]
Revenue of CPI for the period prior to acquisition (inclusive of pro forma adjustments)									1,925,000		339,000
Net Loss									$ (40,000)		$ (662,000)

- Definition

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

+ 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 22: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Business Combinations - Additional information (Details) - Wag Labs, Inc. - CPI - USD ($) $ in Thousands		5 Months Ended
	Aug. 03, 2021	Dec. 31, 2021	Jun. 30, 2022	Dec. 31, 2020
Business Acquisition [Line Items]
Cash consideration	$ 3,500
Common stock consideration	$ 170
Common stock consideration, Units	639,000
Cash consideration paid	$ 1,500
Deferred purchase consideration	$ 2,000
Payment period	3 years
Deferred purchase consideration, Current		$ 700	$ 1,600
Deferred purchase consideration, Non-current		1,900		$ 1,300
Working capital	$ 0
Revenue		5,100
Net loss		$ 900

Revenue and Contract Liabilities - Disaggregation of revenue (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 12,784	$ 3,567	$ 22,450	$ 6,156	$ 20,082	$ 11,970
Service revenue
Disaggregation of Revenue [Line Items]
Revenue	5,675		10,107		14,951
Wellness revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 7,109		$ 12,343		$ 5,131

- Definition

+ References

+ Details

Revenue and Contract Liabilities - Additional information (Details) - Wag Labs, Inc. - USD ($) $ in Millions	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Contract liabilities	$ 2.1		$ 1.9	$ 1.8
Amount of revenue included in contract with customer liability	$ 0.2	$ 0.1	$ 0.1	$ 0.5

Fair Value Measurements - Company's financial assets that are measured at fair value on a recurring basis (Details) - Wag Labs, Inc. - Recurring - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	$ 7,520	$ 3,391	$ 17,521
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	7,520	837	5,179
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets		2,554	12,342
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	558	620	1,163
Short-Term investments	6,962	217	4,016
Money market funds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	558	620	1,163
Short-Term investments	$ 6,962	217	4,016
Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-Term investments		2,554	3,426
Corporate bonds \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-Term investments		$ 2,554	3,426
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-Term investments			8,098
Commercial paper \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-Term investments			8,098
U.S. government agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-Term investments			818
U.S. government agency securities \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-Term investments			$ 818

Fair Value Measurements - Unrealized positions for available-for-sale securities (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Debt Securities, Available-for-sale [Line Items]
Amortized cost basis	$ 2,770	$ 16,357
Gross unrealized gains	1	1
Fair value	2,771	16,358
Money market funds
Debt Securities, Available-for-sale [Line Items]
Amortized cost basis	217	4,016
Gross unrealized gains	0
Fair value	217	4,016
Corporate bonds
Debt Securities, Available-for-sale [Line Items]
Amortized cost basis	2,553	3,426
Gross unrealized gains	1
Fair value	$ 2,554	3,426
Commercial paper
Debt Securities, Available-for-sale [Line Items]
Amortized cost basis		8,097
Gross unrealized gains		1
Fair value		8,098
U.S. government agency securities
Debt Securities, Available-for-sale [Line Items]
Amortized cost basis		818
Fair value		$ 818

Goodwill and Intangible Assets (Details) - Wag Labs, Inc. $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
CPI Acquisition	$ 1,427
Ending balance	$ 1,427

- Definition

+ References + Details

Goodwill and Intangible Assets - Net book value (Details) - Wag Labs, Inc. $ in Thousands	Dec. 31, 2021 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	$ 3,094
Accumulated Amortization	(206)
Net Book Value	2,888
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	648
Accumulated Amortization	(65)
Net Book Value	553
Strategic customer relationships and licenses
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	2,170
Accumulated Amortization	(125)
Net Book Value	2,045
Tradename
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	276
Accumulated Amortization	(16)
Net Book Value	$ 260

Goodwill and Intangible Assets - Useful life (Details) - Wag Labs, Inc. $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 200
Intangible asset, Impairment losses	$ 49
Developed technology
Finite-Lived Intangible Assets [Line Items]
weighted average remaining amortization period	3 years 7 months 6 days
Strategic customer relationships and licenses
Finite-Lived Intangible Assets [Line Items]
weighted average remaining amortization period	7 years 2 months 12 days
Tradename
Finite-Lived Intangible Assets [Line Items]
weighted average remaining amortization period	6 years 7 months 6 days

Goodwill and Intangible Assets - Estimated amortization expense (Details) - Wag Labs, Inc. $ in Thousands	Dec. 31, 2021 USD ($)
2022	$ 498
2023	498
2024	498
2025	431
2026	333
Thereafter	581
Total	$ 2,839

Property and Equipment, Net (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, Gross			$ 596	$ 665
Less: accumulated depreciation and amortization			506	385
Property and equipment, net	$ 55		90	280
Depreciation and amortization	$ 297	$ 110	388	213
Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, Gross			136	130
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, Gross				75
Capitalized software
Property, Plant and Equipment [Line Items]
Property and equipment, Gross			$ 460	$ 460

Leases - Future minimum lease payments (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
2022	$ 227	$ 932
2023		227
Total minimum lease payments	$ 493	$ 1,159

Leases - Additional information (Details) - USD ($) $ in Millions	1 Months Ended	6 Months Ended	12 Months Ended
	Feb. 29, 2020	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Nov. 30, 2021	Apr. 30, 2019
Additional Mountain View, CA Office Space
Operating Leased Assets [Line Items]
Operating lease term	1 year
Wag Labs, Inc.
Operating Leased Assets [Line Items]
Rent expense		$ 2.5
Rent expense			$ 2.8	$ 3.3
Wag Labs, Inc. \| Mountain View, CA Office Space
Operating Leased Assets [Line Items]
Operating lease term						3 years
Base lease payments	$ 2.0
Sublease income			$ 0.9	$ 0.6
Wag Labs, Inc. \| Phoenix, AZ Office Space
Operating Leased Assets [Line Items]
Operating lease term					21 months

Commitments and Contingencies (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	1 Months Ended
	Mar. 31, 2020	Nov. 30, 2018	Dec. 31, 2021
Amount of claim payable			$ 1,200
Settlement amount	$ 850	$ 1,200

Debt - Additional Information (Details) - Wag Labs, Inc. - USD ($) $ in Millions	1 Months Ended			12 Months Ended
	Sep. 30, 2021	Aug. 31, 2021	Aug. 31, 2020	Dec. 31, 2021	Jun. 30, 2022	Dec. 31, 2010
Debt Instrument [Line Items]
Letters of credit outstanding				$ 0.8	$ 0.8	$ 0.8
PPP Loan
Debt Instrument [Line Items]
Loan proceeds			$ 5.1
Applied loan forgiveness amount		$ 3.5
Loan forgiveness amount	$ 3.5
Term of loan (in years)			5 years	5 years
Fixed annual interest rate			1.00%	1.00%

Debt - Future minimum payments of principal of Company's outstanding PPP loan (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Future minimum payments of the principal on the Company's outstanding PPP loan
2022	$ 446	$ 442
2023	451	446
2024	303	451
2025		303
Total principal amount	$ 1,422	$ 1,642

Stockholders' Equity and Mezzanine Equity - Redeemable Preferred Stock - Mezzanine Equity (Details) - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Redeemable Preferred Stock - Mezzanine Equity
Shares Issued	12,500,000		12,500,000
Shares Outstanding	12,500,000		12,500,000
Carrying Amount	$ 125,190,736		$ 125,000,000
Wag Labs, Inc.
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated	29,295,386		24,545,386			24,545,386
Shares Issued	25,645,386		24,545,386			24,545,386
Shares Outstanding	25,645,386	25,645,386	24,545,386	24,545,386	24,545,386	24,545,386	24,545,386
Carrying Amount	$ 121,190,000	$ 121,190,000	$ 110,265,000	$ 110,265,000	$ 110,265,000	$ 110,265,000	$ 110,265,000
Liquidation Preference	$ 78,417,000		$ 67,417,000			$ 67,417,000
Wag Labs, Inc. \| Series Seed redeemable preferred stock
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated	4,502,881		4,502,881			4,502,881
Shares Issued	4,502,881		4,502,881			4,502,881
Shares Outstanding	4,502,881		4,502,881			4,502,881
Carrying Amount	$ 19,382,000		$ 19,382,000			$ 19,382,000
Liquidation Preference	$ 3,117,000		$ 3,117,000			$ 3,117,000
Wag Labs, Inc. \| Series A redeemable preferred stock
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated	6,072,815		6,072,815			6,072,815
Shares Issued	6,072,815		6,072,815			6,072,815
Shares Outstanding	6,072,815		6,072,815			6,072,815
Carrying Amount	$ 25,969,000		$ 25,969,000			$ 25,969,000
Liquidation Preference	$ 9,500,000		$ 9,500,000			$ 9,500,000
Wag Labs, Inc. \| Series B redeemable preferred stock
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated	6,694,033		6,694,033			6,694,033
Shares Issued	6,694,033		6,694,033			6,694,033
Shares Outstanding	6,694,033		6,694,033			6,694,033
Carrying Amount	$ 32,057,000		$ 32,057,000			$ 32,057,000
Liquidation Preference	$ 15,000,000		$ 15,000,000			$ 15,000,000
Wag Labs, Inc. \| Series C redeemable preferred stock
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated	7,275,657		7,275,657			7,275,657
Shares Issued	7,275,657		7,275,657			7,275,657
Shares Outstanding	7,275,657		7,275,657			7,275,657
Carrying Amount	$ 32,857,000		$ 32,857,000			$ 32,857,000
Liquidation Preference	$ 39,800,000		$ 39,800,000			$ 39,800,000
Wag Labs, Inc. \| Series P redeemable preferred stock
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated	4,750,000		4,750,000
Shares Issued	1,100,000		1,100,000
Shares Outstanding	1,100,000		1,100,000
Carrying Amount	$ 10,925,000
Liquidation Preference	$ 11,000,000

Stockholders' Equity and Mezzanine Equity - Series D repurchase (Details) - Wag Labs, Inc. - Series D preferred stock - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Feb. 28, 2018	Dec. 31, 2019
Redeemable Preferred Stock - Mezzanine Equity
Total purchase price		$ 75
Number of shares issued	31,715,826
Total proceeds	$ 260

Stockholders' Equity and Mezzanine Equity - Preferred Stock Provisions (Details) - Wag Labs, Inc.		1 Months Ended	6 Months Ended	12 Months Ended
	Jul. 31, 2021 director	Aug. 31, 2021 director	Jun. 30, 2022 USD ($) director $ / shares	Dec. 31, 2021 USD ($) director $ / shares	Dec. 31, 2020 director
Preferred Stock Provisions
Number of directors appointed by Common Stockholders \| director			1	1	1
Number of directors appointed by Preferred Stockholders \| director			3	3	3
Number of directors appointed by Common and Preferred Stockholders as a single class \| director			1	1
Number of board members appointed by holders of common stock and preferred stock as a single class per amendment \| director	5	7		3
Minimum public offering per share from issuance of equity required for conversion of preferred stock			$ 24.5934	$ 24.5934
Minimum gross proceeds from issuance of equity required for conversion of preferred stock \| $			$ 175,000,000	$ 175,000,000
Conversion ratio			1	1
Series Seed redeemable preferred stock
Preferred Stock Provisions
Dividend rate			$ 0.0554	$ 0.0554
Liquidation preference per share				0.6922
Series A redeemable preferred stock
Preferred Stock Provisions
Dividend rate			0.1251	0.1251
Liquidation preference per share				1.5643
Series B redeemable preferred stock
Preferred Stock Provisions
Dividend rate			0.1793	0.1793
Liquidation preference per share				2.2408
Series C redeemable preferred stock
Preferred Stock Provisions
Dividend rate			$ 0.4376	0.4376
Liquidation preference per share				$ 5.4703

Stockholders Equity and Mezzanine Equity - Common Stock (Details) - $ / shares	Aug. 05, 2022	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized		110,000,000	110,000,000
Common stock, issued		3,187,500	3,187,500
Common stock, outstanding		3,187,500	3,187,500
Wag Labs, Inc.
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized		77,808,512	43,763,126	43,763,126
Common stock, issued		6,317,897	6,297,398	5,629,095
Common stock, outstanding		6,317,897	6,297,398	5,629,095

Stockholders' Equity and Mezzanine Equity - Common Stock Reserved for Future Issuance (Details) - shares	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Common Stock Reserved for Future Issuance
Redeemable preferred stock, outstanding	12,500,000		12,500,000
Wag Labs, Inc.
Common Stock Reserved for Future Issuance
Redeemable preferred stock, outstanding	25,645,386	25,645,386	24,545,386	24,545,386	24,545,386	24,545,386	24,545,386
Options outstanding	7,540,964		7,580,496			7,383,320
Options available for future grants	110,966		91,933			492,324
Common warrants	91,310		91,310			91,310
Total	37,038,626		32,309,125			32,512,340
Wag Labs, Inc. \| Series Seed redeemable preferred stock
Common Stock Reserved for Future Issuance
Redeemable preferred stock, outstanding	4,502,881		4,502,881			4,502,881
Wag Labs, Inc. \| Series A redeemable preferred stock
Common Stock Reserved for Future Issuance
Redeemable preferred stock, outstanding	6,072,815		6,072,815			6,072,815
Wag Labs, Inc. \| Series B redeemable preferred stock
Common Stock Reserved for Future Issuance
Redeemable preferred stock, outstanding	6,694,033		6,694,033			6,694,033
Wag Labs, Inc. \| Series C redeemable preferred stock
Common Stock Reserved for Future Issuance
Redeemable preferred stock, outstanding	7,275,657		7,275,657			7,275,657

Stockholders' Equity and Mezzanine Equity - Stock Option Plan (Details) - Wag Labs, Inc. - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Number of Options
Outstanding beginning		7,580,496		7,383,320	7,580,496	7,383,320	7,383,320
Outstanding ending	7,540,964				7,540,964		7,580,496	7,383,320
Weighted- average grant date fair value
Granted							$ 0.03	$ 0.06
Aggregate intrinsic value of options outstanding and exercisable							$ 1,200,000	$ 204,000
Intrinsic value of options exercised							$ 0	$ 0
Granted							$ 0.03	$ 0.06
Total stock-based compensation expense	$ 40,000	$ 54,000	$ 61,000	$ 61,000	$ 94,000	$ 122,000	$ 222,000	$ 285,000
Aggregate stock compensation expense remaining to be amortized							$ 200,000
Stock compensation expense expected to be recognized over a weighted average period							1 year 10 months 13 days
Options
Weighted- average grant date fair value
Expected dividend yield							0.00%	0.00%
Volatility (%)							57.93%	54.25%
Volatility (%)							59.49%	57.73%
Risk-free interest rate (%)							0.71%	0.32%
Risk-free interest rate (%)							1.55%	0.95%
Operations and support
Weighted- average grant date fair value
Total stock-based compensation expense	9,000		9,000		18,000	18,000	$ 36,000	$ 32,000
Sales and marketing
Weighted- average grant date fair value
Total stock-based compensation expense	2,000		4,000		5,000	8,000	11,000	9,000
General and administrative
Weighted- average grant date fair value
Total stock-based compensation expense	$ 29,000		$ 48,000		$ 71,000	$ 96,000	$ 175,000	$ 244,000
Maximum \| Options
Weighted- average grant date fair value
Expected term							9 years 11 months 19 days	10 years
Minimum \| Options
Weighted- average grant date fair value
Expected term							5 years 2 months 12 days	5 years 6 months 29 days
2014 Plan
Stock Option Plan
Vesting period (in years)					4 years		4 years
Expiration period (in years)					10 years		10 years
Number of Options
Outstanding beginning		7,580,496		7,383,320	7,580,496	7,383,320	7,383,320	3,930,520
Granted							628,302	6,662,863
Exercised					(20,499)		(29,061)	(21,917)
Cancelled/forfeited					(19,033)		(402,065)	(3,188,146)
Outstanding ending	7,540,964				7,540,964		7,580,496	7,383,320
Weighted average exercise price
Outstanding, beginning		$ 0.39		$ 0.41	$ 0.39	$ 0.41	$ 0.41	$ 2.89
Granted							0.20	0.09
Exercised					0.12		0.09	0.29
Cancelled/forfeited					0.70		0.54	2.80
Outstanding, ending	$ 0.39				0.39		0.39	0.41
Weighted- average grant date fair value
Outstanding, beginning		$ 0.13		$ 0.20	0.13	$ 0.20	0.20	1.41
Granted							0.03	0.06
Exercised					0.04		0.04	0.16
Cancelled/forfeited					0.29		0.27	1.40
Outstanding, ending	$ 0.14				$ 0.14		0.13	0.20
Granted							$ 0.03	$ 0.06

Stockholders' Equity and Mezzanine Equity - Options by Exercise Price (Details) - Wag Labs, Inc. - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-Average Remaining Contractual Life (Years)	8 years 2 months 12 days	9 years 21 days
Vested and Exercisable	$ 5,247,785	$ 3,613,661
0.09
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price (in dollar per share)	$ 0.09	$ 0.09
Weighted-Average Remaining Contractual Life (Years)	8 years 2 months 16 days	9 years 2 months 9 days
Vested and Exercisable	$ 4,294,192	$ 2,908,482
0.16
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price (in dollar per share)	$ 0.16
Weighted-Average Remaining Contractual Life (Years)	9 years 1 month 28 days
Vested and Exercisable	$ 201,631
0.26
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price (in dollar per share)	$ 0.26
Weighted-Average Remaining Contractual Life (Years)	9 years 11 months 19 days
0.86
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price (in dollar per share)	$ 0.86	$ 0.86
Weighted-Average Remaining Contractual Life (Years)	5 years 2 months 12 days	6 years 2 months 12 days
Vested and Exercisable	$ 6,025	$ 6,025
2.17
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price (in dollar per share)	$ 2.17	$ 2.17
Weighted-Average Remaining Contractual Life (Years)	5 years 7 months 24 days	6 years 7 months 24 days
Vested and Exercisable	$ 24,282	$ 24,282
2.78
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price (in dollar per share)	$ 2.78	$ 2.78
Weighted-Average Remaining Contractual Life (Years)	7 years 4 months 6 days	8 years 3 months 3 days
Vested and Exercisable	$ 490,346	$ 441,002
2.96
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price (in dollar per share)	$ 2.96	$ 2.96
Weighted-Average Remaining Contractual Life (Years)	6 years 9 months 10 days	7 years 8 months 19 days
Vested and Exercisable	$ 231,309	$ 233,870

Stockholders' Equity and Mezzanine Equity - Restricted Stock (Details) - Wag Labs, Inc. - Restricted Stock [Member] - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Shares
Unvested at beginning	174,154
Grants	0	174,154
Vested	0
Forfeited	0
Unvested at ending	174,154	174,154
Weighted Average Grant Date Fair Value
Unvested at beginning	$ 0.21
Grants	0	$ 0.21
Vested	0
Forfeited	0
Unvested at ending	$ 0.21	$ 0.21
Unrecognized expense related to unvested restricted stock,	$ 12	$ 14	$ 0

Stockholders' Equity and Mezzanine Equity - Common stock warrants (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021	Sep. 01, 2021	Dec. 31, 2020	Jan. 31, 2019	Dec. 31, 2018
Number of warrants to purchase common stock		16,738,636	16,738,636
Weighted average exercise price for the warrants			$ 11.50
Wag Labs, Inc.
Number of warrants to purchase common stock	91,310	91,310		91,310	91,310	91,310
Weighted average exercise price for the warrants	$ 1.54	$ 1.54		$ 1.54	$ 1.54	$ 1.54
Term of warrants (in years)					10 years	10 years
Common warrants	91,310	91,310		91,310

Income Taxes (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Provision for income taxes expense (benefit)	$ 13	$ 4	$ 13	$ 4	$ (793)	$ 13
Deferred U.S. federal income tax					600
Deferred state income tax					$ 200

- Definition

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

+ References + Details

Income Taxes - Reconciliation of statutory federal income tax rate (Details) - Wag Labs, Inc.	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory rate	21.00%	21.00%
State tax	2.20%	5.20%
Valuation allowance	(21.90%)	(26.00%)
Other	(0.10%)	(0.30%)
PPP Loan Forgiveness	10.00%	0.00%
Total	11.20%	(0.10%)

Income Taxes - Deferred tax assets and liabilities (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss	$ 52,373	$ 49,499
Stock based compensation	25	25
Charitable contributions	214	196
Accrued expenses	453	288
Other	489	1,316
Total deferred tax assets	53,554	51,324
Deferred tax liabilities:
Fixed assets	(20)	(64)
Intangibles from acquisition	(731)
Other current assets		(22)
Total deferred tax liabilities	(751)	(86)
Valuation allowance	$ 52,803	$ 51,238

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2022
Operating Loss Carryforwards [Line Items]
Uncertain tax positions	$ 0		$ 0
Wag Labs, Inc.
Operating Loss Carryforwards [Line Items]
Increase in valuation allowance	1,600,000	$ 4,900,000
Uncertain tax positions	0
Net operating loss carryforwards subject to expiration	23,300,000
Net operating loss carryforwards not subject to expiration	176,600,000
Wag Labs, Inc. \| California Franchise Tax Board \| Tax Period from 2015 through 2019
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	37,600,000
Wag Labs, Inc. \| Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	200,000,000
Wag Labs, Inc. \| Federal \| California Franchise Tax Board \| Tax Period from 2015 through 2019
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	35,300,000
Wag Labs, Inc. \| State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 171,000,000

Loss per share (Details) - USD ($)	3 Months Ended					6 Months Ended			12 Months Ended
Loss per share (Details) - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Net Income (Loss) Attributable to Parent	$ (1,391,964)	$ (2,171,947)	$ (4,239)		$ (11,634)	$ (3,563,911)	$ (15,873)			$ (829,563)
Wag Labs, Inc.
Net Income (Loss) Attributable to Parent	$ (1,090,000)	$ (2,350,000)	$ (2,434,000)	$ (2,708,000)		$ (3,440,000)		$ (5,141,000)	$ (6,311,000)		$ (18,839,000)
Weighted-average shares, Basic	6,305,282		5,638,678			6,301,362		5,636,666	5,908,062		5,623,515
Weighted-average shares, Diluted	6,305,282		5,638,678			6,301,362		5,636,666	5,908,062		5,623,515
Net loss per share, Basic	$ (0.17)		$ (0.43)			$ (0.55)		$ (0.91)	$ (1.07)		$ (3.35)
Net loss per share, Diluted	$ (0.17)		$ (0.43)			$ (0.55)		$ (0.91)	$ (1.07)		$ (3.35)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

- Definition

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

+ References

+ Details

Loss per share - Computation of diluted net loss per share attributable to common stockholders (Details) - shares	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	16,738,636
Wag Labs, Inc.
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	33,451,814	32,502,757	32,391,346	32,020,016
Wag Labs, Inc. \| Series Seed redeemable preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,502,881	4,502,881	4,502,881	4,502,881
Wag Labs, Inc. \| Series A redeemable preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6,072,815	6,072,815	6,072,815	6,072,815
Wag Labs, Inc. \| Series B redeemable preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6,694,033	6,694,033	6,694,033	6,694,033
Wag Labs, Inc. \| Series C redeemable preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	7,275,657	7,275,657	7,275,657	7,275,657
Wag Labs, Inc. \| 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, Amount	7,715,118	7,866,061	7,754,650	7,383,320
Wag Labs, Inc. \| Warrants Issued And Outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	91,310	91,310	91,310	91,310

Restructuring (Details) - Wag Labs, Inc. - USD ($) $ in Thousands		12 Months Ended
	May 21, 2021	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Severance and other employee costs		$ 0	$ 300
Restructuring charges			3,510
One-time termination fee	$ 2,800
Lease Cease Use Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 0	$ 3,225

Restructuring - Liability balances (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Restructuring Reserve [Roll Forward]
Liability at December 31, 2020	$ 2,873
Charges		$ 3,510
Cash Payments	(2,846)
Liability at December 31, 2021	27	2,873
Severance and other employee costs
Restructuring Reserve [Roll Forward]
Charges		285
Lease Cease Use Costs
Restructuring Reserve [Roll Forward]
Liability at December 31, 2020	2,873
Charges	0	3,225
Cash Payments	(2,846)
Liability at December 31, 2021	$ 27	$ 2,873

Restructuring - Related charges (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 3,510
Operations and support
Restructuring Cost and Reserve [Line Items]
Restructuring charges		134
Sales and marketing
Restructuring Cost and Reserve [Line Items]
Restructuring charges		14
General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring charges		3,362
Severance and other employee costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges		285
Severance and other employee costs \| Operations and support
Restructuring Cost and Reserve [Line Items]
Restructuring charges		134
Severance and other employee costs \| Sales and marketing
Restructuring Cost and Reserve [Line Items]
Restructuring charges		14
Severance and other employee costs \| General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring charges		137
Lease Cease Use Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 0	3,225
Lease Cease Use Costs \| General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 3,225

Subsequent Events (Details) - Wag Labs, Inc. - Subsequent events - Private placement - Series P shares $ / shares in Units, $ in Millions	Jan. 28, 2022 USD ($) $ / shares shares
Subsequent Events
Number of shares issued \| shares	1,100,000
Price per share \| $ / shares	$ 10.00
Total proceeds \| $	$ 11

Condensed Consolidated Balance Sheets	Jun. 30, 2022 USD ($)
Current assets:
Cash and cash equivalents	$ 168,249
Prepaid expenses and other current assets	317,250
Total current assets	554,090
Total assets	125,792,874
Current liabilities:
Accounts payable	81,513
Total current liabilities	3,702,831
Total liabilities	8,077,831
Commitments and contingencies (Note 8)
Mezzanine equity:
Total mezzanine equity	125,190,736
Stockholders' equity:
Common stock, $0.0001 par value, 77,808,512 and 43,763,126 shares authorized, 6,317,897 and 6,297,398 outstanding at June 30, 2022 and December 31, 2021, respectively	318
Accumulated deficit	(7,476,011)
Total stockholders' deficit	(7,475,693)
Total liabilities, mezzanine equity and stockholders' deficit	125,792,874
Wag Labs, Inc.
Current assets:
Cash and cash equivalents	2,438,000
Short-term investments available for sale	6,962,000
Accounts receivable, net	4,492,000
Prepaid expenses and other current assets	3,102,000
Deferred offering costs	3,099,000
Total current assets	20,093,000
Property and equipment, net	55,000
Operating lease, right of use assets, net	345,000
Intangible assets, net	2,641,000
Goodwill	1,427,000
Other assets	81,000
Total assets	24,642,000
Current liabilities:
Accounts payable	3,359,000
Accrued expenses and other current liabilities	4,065,000
Deferred revenue	2,108,000
Deferred purchase consideration - current portion	750,000
Current maturities of operating lease liabilities	343,000
Loan - current portion	444,000
Total current liabilities	11,069,000
Operating lease liabilities - non-current portion	51,000
Loan - non-current portion	978,000
Deferred purchase consideration - non-current portion	813,000
Total liabilities	12,911,000
Commitments and contingencies (Note 8)
Mezzanine equity:
Total mezzanine equity	121,190,000
Stockholders' equity:
Common stock, $0.0001 par value, 77,808,512 and 43,763,126 shares authorized, 6,317,897 and 6,297,398 outstanding at June 30, 2022 and December 31, 2021, respectively	1,000
Additional paid-in capital	3,830,000
Accumulated deficit	(113,290,000)
Total stockholders' deficit	(109,459,000)
Total liabilities, mezzanine equity and stockholders' deficit	24,642,000
Wag Labs, Inc. \| Series Seed redeemable preferred stock
Mezzanine equity:
Total mezzanine equity	19,382,000
Wag Labs, Inc. \| Series A redeemable preferred stock
Mezzanine equity:
Total mezzanine equity	25,969,000
Wag Labs, Inc. \| Series B redeemable preferred stock
Mezzanine equity:
Total mezzanine equity	32,057,000
Wag Labs, Inc. \| Series C redeemable preferred stock
Mezzanine equity:
Total mezzanine equity	32,857,000
Wag Labs, Inc. \| Series P redeemable preferred stock
Mezzanine equity:
Total mezzanine equity	$ 10,925,000

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Redeemable preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable preferred stock, issued	12,500,000	12,500,000
Redeemable preferred stock, outstanding	12,500,000	12,500,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	110,000,000	110,000,000
Common stock, outstanding	3,187,500	3,187,500
Wag Labs, Inc.
Redeemable preferred stock, authorized	29,295,386	24,545,386
Redeemable preferred stock, issued	25,645,386	24,545,386
Redeemable preferred stock, outstanding	25,645,386	24,545,386
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	77,808,512	43,763,126
Common stock, outstanding	6,317,897	6,297,398
Wag Labs, Inc. \| Series Seed redeemable preferred stock
Redeemable preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable preferred stock, authorized	4,502,881	4,502,881
Redeemable preferred stock, issued	4,502,881	4,502,881
Redeemable preferred stock, outstanding	4,502,881	4,502,881
Wag Labs, Inc. \| Series A redeemable preferred stock
Redeemable preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable preferred stock, authorized	6,072,815	6,072,815
Redeemable preferred stock, issued	6,072,815	6,072,815
Redeemable preferred stock, outstanding	6,072,815	6,072,815
Wag Labs, Inc. \| Series B redeemable preferred stock
Redeemable preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable preferred stock, authorized	6,694,033	6,694,033
Redeemable preferred stock, issued	6,694,033	6,694,033
Redeemable preferred stock, outstanding	6,694,033	6,694,033
Wag Labs, Inc. \| Series C redeemable preferred stock
Redeemable preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable preferred stock, authorized	7,275,657	7,275,657
Redeemable preferred stock, issued	7,275,657	7,275,657
Redeemable preferred stock, outstanding	7,275,657	7,275,657
Wag Labs, Inc. \| Series P redeemable preferred stock
Redeemable preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable preferred stock, authorized	4,750,000	4,750,000
Redeemable preferred stock, issued	1,100,000	1,100,000
Redeemable preferred stock, outstanding	1,100,000	1,100,000

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Costs and expenses:
General and administrative	$ 1,569,501	$ 4,239	$ 3,751,650
Net loss	(1,391,964)	(4,239)	(3,563,911)
Wag Labs, Inc.
Revenues	12,784,000	3,567,000	22,450,000	$ 6,156,000
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)	1,200,000	675,000	2,006,000	1,073,000
Platform operations and support	2,817,000	2,690,000	5,394,000	5,260,000
Sales and marketing	7,284,000	1,235,000	13,366,000	1,840,000
General and administrative	2,398,000	1,333,000	4,765,000	2,996,000
Depreciation and amortization	145,000	55,000	297,000	110,000
Total costs and expenses	13,844,000	5,988,000	25,828,000	11,279,000
Interest expense, net	(17,000)	(9,000)	(49,000)	(14,000)
Loss before income taxes	(1,077,000)	(2,430,000)	(3,427,000)	(5,137,000)
Income tax expense	(13,000)	(4,000)	(13,000)	(4,000)
Net loss	$ (1,090,000)	$ (2,434,000)	$ (3,440,000)	$ (5,141,000)
Net loss per share, Basic	$ (0.17)	$ (0.43)	$ (0.55)	$ (0.91)
Weighted-average shares, Basic	6,305,282	5,638,678	6,301,362	5,636,666
Net loss per share, Diluted	$ (0.17)	$ (0.43)	$ (0.55)	$ (0.91)
Weighted-average shares, Diluted	6,305,282	5,638,678	6,301,362	5,636,666

Condensed Consolidated Statements of Mezzanine Equity and Stockholders' Deficit - USD ($)	Wag Labs, Inc. Common Stock	Wag Labs, Inc. Additional Paid-in Capital	Wag Labs, Inc. Accumulated Deficit	Wag Labs, Inc. Accumulated Other Comprehensive Income (Loss)	Wag Labs, Inc. Series P redeemable preferred stock	Wag Labs, Inc.	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Dec. 31, 2019						$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Dec. 31, 2019						24,545,386
Redeemable Preferred Stock - Mezzanine Equity ending balance at Dec. 31, 2020						$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Dec. 31, 2020						24,545,386
Balance at the beginning at Dec. 31, 2019	$ 1,000	$ 3,053,000	$ (84,700,000)	$ 9,000		$ (81,637,000)
Balance at the beginning (in shares) at Dec. 31, 2019	5,614,470
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options		7,000				7,000
Shares issued upon exercise of stock options (in shares)	(21,917)
Shares cancelled, forfeited, or repurchased (in shares)	(7,292)
Stock-based compensation						285,000
Other comprehensive loss				(8,000)		(8,000)
Net loss			(18,839,000)			(18,839,000)
Balance at the end at Dec. 31, 2020	$ 1,000	3,345,000	(103,539,000)	1,000		(100,192,000)
Balance at the end (in shares) at Dec. 31, 2020	5,629,095
Redeemable Preferred Stock - Mezzanine Equity ending balance at Mar. 31, 2021						$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Mar. 31, 2021						24,545,386
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options		1,000				$ 1,000
Stock-based compensation		61,000				61,000
Net loss			(2,708,000)			(2,708,000)
Balance at the end at Mar. 31, 2021	$ 1,000	3,407,000	(106,247,000)	1,000		(102,838,000)	$ 288	$ 24,713	$ (11,634)	$ 13,367
Balance at the end (in shares) at Mar. 31, 2021	5,629,095
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Dec. 31, 2020						$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Dec. 31, 2020						24,545,386
Redeemable Preferred Stock - Mezzanine Equity ending balance at Jun. 30, 2021						$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Jun. 30, 2021						24,545,386
Balance at the beginning at Dec. 31, 2020	$ 1,000	3,345,000	(103,539,000)	1,000		$ (100,192,000)
Balance at the beginning (in shares) at Dec. 31, 2020	5,629,095
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation						122,000
Net loss						(5,141,000)
Balance at the end at Jun. 30, 2021	$ 1,000	3,468,000	(108,681,000)	1,000		(105,211,000)	288	24,713	(15,873)	9,128
Balance at the end (in shares) at Jun. 30, 2021	5,638,678
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Dec. 31, 2020						$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Dec. 31, 2020						24,545,386
Redeemable Preferred Stock - Mezzanine Equity ending balance at Dec. 31, 2021						$ 110,265,000				$ 125,000,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Dec. 31, 2021					1,100,000	24,545,386				12,500,000
Balance at the beginning at Dec. 31, 2020	$ 1,000	3,345,000	(103,539,000)	1,000		$ (100,192,000)
Balance at the beginning (in shares) at Dec. 31, 2020	5,629,095
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options		3,000				3,000
Shares issued upon exercise of stock options (in shares)	(29,061)
Stock-based compensation						222,000
Other comprehensive loss				(1,000)		(1,000)
Net loss			(6,311,000)			(6,311,000)
Shares issued upon acquisition		166,000				166,000
Shares issued upon acquisition (in shares)	639,242
Balance at the end at Dec. 31, 2021	$ 1,000	3,736,000	(109,850,000)			(106,113,000)	318	0	(3,721,364)	$ (3,721,046)
Balance at the end (in shares) at Dec. 31, 2021	6,297,398
Redeemable Preferred Stock - Mezzanine Equity ending balance at Mar. 31, 2021						$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Mar. 31, 2021						24,545,386
Balance at the beginning at Jan. 11, 2021							0	0	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss									(11,634)	(11,634)
Balance at the end at Mar. 31, 2021	$ 1,000	3,407,000	(106,247,000)	1,000		$ (102,838,000)	288	24,713	(11,634)	13,367
Balance at the end (in shares) at Mar. 31, 2021	5,629,095
Redeemable Preferred Stock - Mezzanine Equity ending balance at Jun. 30, 2021						$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Jun. 30, 2021						24,545,386
Balance at the beginning at Jan. 11, 2021							0	0	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss										(15,873)
Balance at the end at Jun. 30, 2021	$ 1,000	3,468,000	(108,681,000)	1,000		$ (105,211,000)	288	24,713	(15,873)	9,128
Balance at the end (in shares) at Jun. 30, 2021	5,638,678
Redeemable Preferred Stock - Mezzanine Equity ending balance at Dec. 31, 2021						$ 110,265,000				$ 125,000,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Dec. 31, 2021					1,100,000	24,545,386				12,500,000
Balance at the beginning at Jan. 11, 2021							0	0	0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss									(829,563)	(829,563)
Balance at the end at Dec. 31, 2021	$ 1,000	3,736,000	(109,850,000)			$ (106,113,000)	318	0	(3,721,364)	(3,721,046)
Balance at the end (in shares) at Dec. 31, 2021	6,297,398
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Mar. 31, 2021						$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Mar. 31, 2021						24,545,386
Redeemable Preferred Stock - Mezzanine Equity ending balance at Jun. 30, 2021						$ 110,265,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Jun. 30, 2021						24,545,386
Balance at the beginning at Mar. 31, 2021	$ 1,000	3,407,000	(106,247,000)	1,000		$ (102,838,000)	288	24,713	(11,634)	13,367
Balance at the beginning (in shares) at Mar. 31, 2021	5,629,095
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options (in shares)	9,583
Stock-based compensation		61,000				61,000
Net loss			(2,434,000)			(2,434,000)			(4,239)	(4,239)
Balance at the end at Jun. 30, 2021	$ 1,000	3,468,000	(108,681,000)	$ 1,000		(105,211,000)	288	24,713	(15,873)	9,128
Balance at the end (in shares) at Jun. 30, 2021	5,638,678
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Dec. 31, 2021						$ 110,265,000				$ 125,000,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Dec. 31, 2021					1,100,000	24,545,386				12,500,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred Series P issuance, net of issuance costs					$ 10,925,000
Preferred Series P issuance, net of issuance costs (in shares)					1,100,000
Redeemable Preferred Stock - Mezzanine Equity ending balance at Mar. 31, 2022						$ 121,190,000
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Mar. 31, 2022						25,645,386
Balance at the beginning at Dec. 31, 2021	$ 1,000	3,736,000	(109,850,000)			$ (106,113,000)	318	0	(3,721,364)	$ (3,721,046)
Balance at the beginning (in shares) at Dec. 31, 2021	6,297,398
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation		54,000				54,000
Net loss			(2,350,000)			(2,350,000)			(2,171,947)	(2,171,947)
Balance at the end at Mar. 31, 2022	$ 1,000	3,790,000	(112,200,000)			(108,409,000)	318		(5,893,311)	(5,892,993)
Balance at the end (in shares) at Mar. 31, 2022	6,297,398
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Dec. 31, 2021						$ 110,265,000				$ 125,000,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Dec. 31, 2021					1,100,000	24,545,386				12,500,000
Redeemable Preferred Stock - Mezzanine Equity ending balance at Jun. 30, 2022					$ 10,925,000	$ 121,190,000				$ 125,190,736
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Jun. 30, 2022					1,100,000	25,645,386				12,500,000
Balance at the beginning at Dec. 31, 2021	$ 1,000	3,736,000	(109,850,000)			$ (106,113,000)	318	$ 0	(3,721,364)	$ (3,721,046)
Balance at the beginning (in shares) at Dec. 31, 2021	6,297,398
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation						94,000
Net loss						(3,440,000)				(3,563,911)
Balance at the end at Jun. 30, 2022	$ 1,000	3,830,000	(113,290,000)			(109,459,000)	318		(7,476,011)	(7,475,693)
Balance at the end (in shares) at Jun. 30, 2022	6,317,897
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Mar. 31, 2022						$ 121,190,000
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Mar. 31, 2022						25,645,386
Redeemable Preferred Stock - Mezzanine Equity ending balance at Jun. 30, 2022					$ 10,925,000	$ 121,190,000				$ 125,190,736
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Jun. 30, 2022					1,100,000	25,645,386				12,500,000
Balance at the beginning at Mar. 31, 2022	$ 1,000	3,790,000	(112,200,000)			$ (108,409,000)	318		(5,893,311)	$ (5,892,993)
Balance at the beginning (in shares) at Mar. 31, 2022	6,297,398
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options	$ 0
Shares issued upon exercise of stock options (in shares)	20,499
Stock-based compensation						40,000
Net loss			(1,090,000)			(1,090,000)			(1,391,964)	(1,391,964)
Balance at the end at Jun. 30, 2022	$ 1,000	$ 3,830,000	$ (113,290,000)			$ (109,459,000)	$ 318		$ (7,476,011)	$ (7,475,693)
Balance at the end (in shares) at Jun. 30, 2022	6,317,897

Unaudited Condensed Consolidated Statement of Cash Flows	6 Months Ended
	Jun. 30, 2022 USD ($)
Cash flows from operating activities
Net loss	$ (3,563,911)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	112,818
Accounts payable	(501,818)
Net cash used in operating activities	(519,332)
Cash flows from financing activities
Cash, cash equivalents and restricted cash at beginning of period	687,581
Cash, cash equivalents and restricted cash at end of period	168,249
Wag Labs, Inc.
Cash flows from operating activities
Net loss	(3,440,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Paid-in-kind interest-deferred purchase consideration	58,000
Stock-based compensation	94,000
Depreciation and amortization	297,000
Changes in operating assets and liabilities:
Accounts receivable	(1,854,000)
Prepaid expenses and other current assets	(59,000)
Accounts payable	1,060,000
Operating lease liabilities	14,000
Accrued expenses and other current liabilities	(536,000)
Deferred revenue	220,000
Net cash used in operating activities	(4,146,000)
Cash flows from investing activities
Purchases of short-term investments	(10,092,000)
Proceeds from sale of short-term investments	5,901,000
Payment of deferred purchase consideration	(375,000)
Purchase of property and equipment	(14,000)
Net cash (used in) provided by investing activities	(4,580,000)
Cash flows from financing activities
Payments on PPP loan	(220,000)
Proceeds from the issuance of preferred stock, net	10,925,000
Payment of offering costs	(2,169,000)
Net cash provided by financing activities	8,536,000
Net decrease in cash, cash equivalents and restricted cash	(190,000)
Cash, cash equivalents and restricted cash at beginning of period	2,628,000
Cash, cash equivalents and restricted cash at end of period	2,438,000
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	8,000
Cash paid during the year for income taxes	$ 14,000

Description of business	6 Months Ended	12 Months Ended
Description of business	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
Description of business	Note 1 — Description of Organization and Business Operations and Liquidity CHW Acquisition Corporation (the “Company”, “ CHW”) was incorporated in the Cayman Islands on January 12, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (a “Business Combination”). Business Combination On August 9, 2022 (the “Closing Date”), Wag Labs, Inc., a Delaware corporation (“Legacy Wag!” ), CHW and CHW Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of CHW (“Merger Sub”), consummated the closing of the transactions contemplated by the Business Combination Agreement, dated February 2, 2022, by and among Legacy Wag!, CHW, and Merger Sub (the “Business Combination Agreement”), following the approval at an extraordinary general meeting of CHW’s shareholders held on July 28, 2022 (the “Special Meeting”). Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy Wag! and CHW was effected by the merger of Merger Sub with and into Legacy Wag!, with Legacy Wag! surviving the merger (the “Surviving Entity”) as a wholly owned subsidiary of CHW (the “Merger,” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, on August 5, 2022, CHW was incorporated in State of Delaware and changed its name from CHW Acquisition Corporation to Wag! Group Co. (“Wag!”). In connection with the Special Meeting and the Business Combination, the holders of 9,593,970 shares of CHW’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), exercised their right to redeem their shares for cash at a redemption price of approximately $10.03 per share, for an aggregate redemption amount of $96,192,551.15. Conversion and Exchange of Equity in the Business Combination 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 Wag!’s common stock, par value $0.0001 per share (“Common Stock”), at the then-effective conversion rate as calculated pursuant to the 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 Wag!’s common stock equal to the exchange ratio of 0.97 shares of Wag!’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 Wag!’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; (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 Wag!’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 Wag!’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 Closing Date; (viii) immediately prior to the Effective Time, each CHW ordinary share (including any founder shares not forfeited) was converted into shares of Wag!’s common stock; (ix) the cancellation of 343,072 founder warrants held by CHW Acquisition Sponsor LLC (the “Sponsor”) in a maximum redemption scenario in connection with the Business Combination and in accordance with the terms of that certain letter agreement, dated February 2, 2022, by and among the Sponsor, Jonah Raskas, Mark Grundman and CHW (the “CHW Founders Stock Letter”) and the Business Combination Agreement; (x) the issuance of 300,000 Wag! Community Shares that Wag! 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 Business Combination and in accordance with the CHW Founders Stock Letter and the Business Combination Agreement. Prior to the Business Combination As of June 30, 2022, the Company had not commenced any operations. All activity from January 12, 2021 (inception) through June 30, 2022, relates to the Company’s formation and initial public offering (“IPO”), which is described below, and, since the offering, the search for a prospective initial Business Combination which closed on August 9, 2022. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generated non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on August 30, 2021. On September 1, 2021, the Company consummated the IPO of 11,000,000 units (the “Units”) with respect to the ordinary shares (the “Ordinary Shares”) included in the units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $110,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,000,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, CHW Acquisition Sponsor, LLC and underwriters generating gross proceeds of $4,000,000, which is described in Note 4. On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. Accordingly, on September 1, 2021, the Company consummated the sale of an additional 1,500,000 Units to the public, at $10.00 per Unit, and the sale of an additional 238,636 Private Placement Warrants, at $1.00 per Private Placement Warrants, generating total gross proceeds of $15,238,636. Offering costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $13,130,743, consisting of $2,187,500 of underwriting fees, $4,375,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)), $5,975,625 for the fair value of shares issued to the anchor investors and representative shares (see Note 3 and Note 6) and $592,618 of other costs. As described in Note 6, the $4,375,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by December 1, 2022, subject to the terms of the underwriting agreement. The underwriters received the deferred underwriting fees on August 9, 2022. Following the closing of the IPO on September 1, 2021, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has had broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on closing a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Liquidity and Capital Resources As of June 30, 2022, the Company had $168,249 in its operating bank accounts, $125,190,736 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $3,148,741. As of June 30, 2022, approximately $190,736 of the amount deposit in the Trust Account represented interest income. Subsequent to the consummation of the IPO, our liquidity needs had been satisfied through the use of funds held outside of the Trust Account. Based on the foregoing, management believes that the cash on hand and the funds which the Company has available following the completion of the Business Combination was sufficient to meet the Company’s needs through the consummation of the Business Combination. The substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements, has been alleviated as a result of the Business Combination consummated subsequently to June 30, 2022.	Note 1 — Description of Organization and Business Operations and Liquidity CHW Acquisition Corporation (the “Company”, “CHW”) was incorporated in the Cayman Islands on January 12, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity from January 12, 2021 (inception) through December 31, 2021 relates to the Company’s formation and initial public offering (“IPO”), which is described below, and, since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on August 30, 2021. On September 1, 2021, the Company consummated the IPO of 11,000,000 units (the “Units”) with respect to the ordinary shares (the “Ordinary Shares”) included in the units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $110,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,000,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, CHW Acquisition Sponsor, LLC and underwriters generating gross proceeds of $4,000,000, which is described in Note 4. On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. Accordingly, on September 1, 2021, the Company consummated the sale of an additional 1,500,000 Units to the public, at $10.00 per Unit, and the sale of an additional 238,636 Private Placement Warrants, at $1.00 per Private Placement Warrants, generating total gross proceeds of $15,238,636. Offering costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $13,130,743, consisting of $2,187,500 of underwriting fees, $4,375,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)), $5,975,625 for the fair value of shares issued to the anchor investors and representative shares (see Note 3 and Note 6) and $592,618 of other costs. As described in Note 6, the $4,375,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by December 1, 2022, subject to the terms of the underwriting agreement. Following the closing of the IPO on September 1, 2021, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants.
Wag Labs, Inc.
Description of business	1.Description of business Wag Labs, Inc. (“Wag” or the “Company”) is incorporated in Delaware with headquarters in San Francisco, California. The Company develops and supports a proprietary marketplace technology available as a website and mobile app (“platform” or “marketplace”) that enables independent pet caregivers (“PCG”) to connect with pet parents (“Services”). The platform allows pet parents (also referred to as “end- user(s)”), who require specific pet care services, to make service requests in the platform, which are then fulfilled by PCGs. Additionally, in August 2021, the Company launched a suite of pet wellness services and products (“Wag! Wellness”), including pet expert advice, pet wellness plans, and pet insurance comparison tools. The Company operates in the United States. On February 2, 2022, the Company entered into a Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) with CHW Acquisition Corporation (“CHW”) and CHW Merger Sub Inc. (“Sub”), a wholly owned subsidiary of CHW. Pursuant to the terms of the Business Combination Agreement, Sub will merge with and into Wag! with Wag! continuing as the surviving entity (the “Merger”). Upon completion of the Merger on August 9, 2002, the Company changed its name to Wag Group Co. (“New Wag”) and effectively comprised all of CHW’s material operations. Refer to Note 14 for more information regarding the Merger.		1.Description of business Wag Labs, Inc. (“Wag” or the “Company”) is incorporated in Delaware with headquarters in San Francisco, California. The Company develops and supports a proprietary marketplace technology available as a website and mobile app (“platform” or “marketplace”) that enables independent pet caregivers (“PCG”) to connect with pet parents (“Services”). The platform allows pet parents (also referred to as “end-user(s)”), who require specific pet care services, to make service requests in the platform, which are then fulfilled by PCGs. Additionally, in August 2021, the Company launched a suite of pet wellness services and products (“Wag! Wellness”), including pet expert advice, pet wellness plans, and pet insurance comparison tools. The Company operates in the United States.

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Offering Costs associated with the Initial Public Offering

Concentration of Credit Risk

Fair Value of Financial Instruments

Income Taxes

Ordinary Shares Subject to Possible Redemption

At June 30, 2022, the redeemable ordinary share subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus:
Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption at December 31, 2021	$	125,000,000
Plus:
Accretion of carrying value to redemption value		190,736
Redeemable ordinary shares subject to possible redemption at June 30, 2022	$	125,190,736

Net Loss per Ordinary Share


						For the period January 12,
	For the six months ended					2021 (Inception) to
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,839,770)	$	(724,141)	$	—		(15,873)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.23)	$	(0.23)	$	(0.00)	$	(0.01)


	For the three months ended				For the three months ended
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,109,135)	$	(282,829)	$	—		(4,239)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.09)	$	(0.09)	$	(0.00)	$	(0.00)

Accounting for Warrants

Recent Accounting Pronouncements

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Offering Costs associated with the Initial Public Offering

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Income Taxes

Ordinary Shares Subject to Possible Redemption

Ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

At December 31, 2021, the redeemable ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus: Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption	$	125,000,000

Net Loss per Ordinary Share

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 16,738,636 Ordinary Shares at $11.50 per share were issued on September 1, 2021. At December 31, 2021, no warrants have been exercised. The 16,738,636 potential Ordinary shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary share.


	For the period January 12,
	2021 (inception) through
	December 31,
	2021
	Ordinary Shares		Founder Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(478,012)	$	(351,551)

Denominator:
Weighted average shares outstanding		4,284,703		3,171,069

Basic and dilution net loss per share	$	(0.11)	$	(0.11)

Accounting for Warrants

Recent Accounting Pronouncements

Wag Labs, Inc.

Summary of Significant Accounting Policies

2.Summary of Significant Accounting Policies

Basis of Presentation

Segments

Use of Estimates

Business Combinations

Certain Significant Risks and Uncertainties

Cash and Cash Equivalents

Investments

Accounts Receivable

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives are as follows:


		Estimated useful life
Equipment		3 years
Leasehold improvements		Shorter of estimated useful life or lease term
Capitalized software		3 years

Maintenance and repair costs are charged to expense as incurred.

Goodwill

Intangible Assets, Net

Intangible assets are recorded at fair value as of the date of acquisition and amortized on a straight- line basis over their estimated useful lives.

Impairment of Intangible Assets

Software Development Costs

Stock-Based Compensation

Income Taxes

Fair Value

Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 3 — Unobservable inputs for which there are little or no market data and that are significant to the fair value of the assets or liabilities.

Concentration of Credit Risk

Revenue Recognition

Principal vs. Agent Considerations

Gift Cards

Incentives

The Company offers discounts and promotions to encourage use of the Company’s platform. These are offered in various forms of discounts and promotions and include:

Cost of Revenues (exclusive of depreciation and amortization)

Platform Operations and Support

Platform operations and support expenses include personnel-related compensation costs of technology and operations teams, and third-party operations support costs.

Sales and Marketing

General and Administrative

Depreciation and Amortization

Earnings Per Share

Recent Accounting Pronouncements Adopted

Accounting Standards Issued but Not Yet Adopted

Credit Losses

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Reclassifications

Segments

Use of 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 stock-based compensation and warrants, and the valuation allowance for deferred income taxes. Actual results may differ from these estimates.

Business Combinations

Certain Significant Risks and Uncertainties

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposit as well as investments in money market funds that are readily convertible into cash and purchased with original maturities of three months or less. Restricted cash of approximately $0.8 million is included in “prepaid expenses and other current assets” on the consolidated balance sheet as of December 31, 2021 and 2020, and represents cash deposited by the Company into a separate account and designated as collateral for a standby letter of credit in the same amount in accordance with contractual agreements.

Investments

on the length of time that the fair market value has been below cost and the severity of the decline. There were no impairments of investments recorded in 2021 and 2020.

Accounts Receivable

Accounts receivable primarily represent amounts charged by payment processors on behalf of the Company that are in the process of clearing. These amounts are generally cleared in one to three business days. Additionally, the Company records accounts receivable for commission fees earned but not yet received from third party service partners in connection with Wag! Wellness services. Substantially all accounts receivable are collected and bad debt expense or the allowance for doubtful accounts were not material.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives are as follows:

		Estimated useful life
Automobiles		5 years
Equipment		3 years
Leasehold improvements		Shorter of estimated useful life or lease term
Capitalized software		3 years

Maintenance and repair costs are charged to expense as incurred.

Goodwill

Intangible Assets, Net

Intangible assets are recorded at fair value as of the date of acquisition and amortized on a straight-line basis over their estimated useful lives.

Impairment of Definite-Lived Intangible Assets and Other Long-lived Assets

The Company reviews its definite-lived intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to its estimated fair value. No impairment of definite-lived intangible and long-lived assets was recorded for the years ended December 31, 2021 and 2020.

Software Development Costs

Stock-Based Compensation

The Company generally recognizes compensation expense using a straight-line amortization method over the respective service period for awards that are ultimately expected to vest. Stock-based compensation expense for 2021 and 2020 has been reduced for actual forfeitures.

Income Taxes

Fair Value

Level1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level3 — Unobservable inputs for which there are little or no market data and that are significant to the fair value of the assets or liabilities.

Concentration of Credit Risk

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with its Customers. Through its Services offerings, the Company principally generates service revenue from service fees charged to PCGs for use of the platform to discover pet service opportunities and to successfully complete a pet care service to a pet parent. 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 offerings, the Company generates revenue through commissions fees paid by third party service partners in the form of ‘revenue-per-action’ or conversion activity defined in our agreements with the 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 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 the PCGs after both the PCGs and pet parent accept a transaction request and the PCGs ability to cancel the transaction lapses. For Wag! Wellness revenue, the Company enters into agreements with third-party service partners which define the action by the pet parent that results in the Company earning and receiving a commission fee.

recognized upon processing of the applications. Wag! Wellness revenue performance obligation is completed and revenue is recognized when an end-user completes an action or conversion activity.

Principal vs. Agent Considerations

Gift Cards

Incentives

The Company offers discounts and promotions to encourage use of the Company’s platform. These are offered in various forms of discounts and promotions and include:

Cost of Revenues (exclusive of depreciation and amortization)

Platform Operations and Support

Platform operations and support expenses include personnel-related compensation costs of technology and operations teams, and third-party operations support costs.

Sales and Marketing

Sales and marketing expenses include personnel-related compensation costs of the marketing team, advertising expenses, and pet parent incentives. Sales and marketing expenses are expensed as incurred. Advertising expenses were $6.7 million and $0.6 million during the years ended December 31, 2021 and 2020, respectively.

General and Administrative

Depreciation and Amortization

Earnings Per Share

The Company computes net income (loss) per common stock following the two-class method required for multiple classes of common stock and participating securities. The Company considers the redeemable preferred stock to be participating securities. The two-class method requires income (loss) available to common stockholders for the period to be allocated between multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income (loss) for the period had been distributed. The holders of the Company’s redeemable preferred stock would be entitled to dividends in preference to common stockholders, at specified rates, if declared. Such dividends are not cumulative. Any remaining earnings would be distributed among the holders of redeemable preferred stock and common stock pro rata. Holders of the Company’s redeemable preferred stock are not contractually obligated to participate in the Company’s losses. As such, the Company’s net losses for the years ended December 31, 2021 and 2020 were not allocated to these participating securities.

Recent Accounting Pronouncements Adopted

Recent Accounting Pronouncements Not Yet Adopted

Business Combinations

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Business Combinations

3.Business Combinations

The purchase consideration allocation was as follows (in thousands):


	As of
	August 3, 2021
Intangible assets	$	3,045
Goodwill		1,427
Deferred tax liabilities		(792)
Total purchase consideration	$	3,680

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


			Estimated
			Useful
	Fair Value		Life (years)
Developed technology	$	648	4
Strategic customer relationships and licenses		2,121	5-10
Tradename		276	7
Total intangible assets	$	3,045

3.Business Combinations

On August 3, 2021, the Company acquired Compare Pet Insurance, Inc. (CPI) for $3.5 million in cash consideration, and $0.17 million in common stock consideration, consisting of a total of 639,000 units of common stock. Of the cash consideration purchase price, $1.5 million was paid on the acquisition date and the remaining $2.0 million will be paid pro-rata quarterly over the next three years starting in the fourth quarter of 2021. The deferred purchase consideration, which was recorded at its fair value on the acquisition date, is presented in accrued expenses and other current liabilities, as well as other non-current liabilities on the consolidated balance sheet. As of December 31, 2021 and 2020, the amounts included in accrued expenses and other current liabilities, as well as other non-current liabilities on the consolidated balance sheet was $0.7 million and $1.3 million, respectively. No working capital was acquired from CPI.

The purchase consideration allocation is as follows (in thousands):


	As of
	August 3, 2021
Intangible assets	$	3,045
Goodwill		1,427
Deferred tax liabilities		(792)
Total purchase consideration	$	3,680

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


			Estimated
			Useful
	Fair Value		Life (years)
Developed technology	$	648	4
Strategic customer relationships and licenses		2,121	5 – 10
Tradename		276	7
Total intangible assets	$	3,045


	Years Ended December 31,
	2021		2020
Revenue, as reported	$	20,082	$	11,970
Revenue of CPI for the period prior to acquisition (inclusive of pro forma adjustments)		1,925		339
Pro forma revenue	$	22,007	$	12,309
Net loss, as reported	$	(6,311)	$	(18,839)
Net loss of CPI for the period prior to acquisition (inclusive of pro forma		(40)		(662)
Pro forma net loss	$	(6,351)	$	(19,501)

Revenue

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Revenue

4.Revenue

The following table presents the Company’s revenue disaggregated by offering (in thousands):


	Three months		Six months
	ended		ended

	June 30, 2022
Service revenue	$	5,675	$	10,107
Wellness revenue		7,109		12,343
Total revenue	$	12,784	$	22,450

Wellness revenue was launched in August 2021 and does not have a prior year comparison.

4.Revenue and Contract Liabilities

Revenue

The following table presents the Company’s revenue disaggregated by offering (in thousands):


	For the Year Ended
	December 31, 2021
Service revenue	$	14,951
Wellness revenue		5,131
Total revenue	$	20,082

Wellness revenue was launched in August 2021 with the acquisition of CPI and does not have a prior year comparison.

Contract liabilities

- Definition

+ References

+ Details

Contract Liabilities

6 Months Ended

Jun. 30, 2022

Wag Labs, Inc.

Contract Liabilities

5.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 gift card and subscription liabilities on the 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 our platform. The contract liabilities balance was $2.1 million and $1.9 million as of the six months ended June 30, 2022 and the year ended December 31, 2021. Revenue recognized for the six months ended June 30, 2022 and 2021 related to the Company’s contract liabilities as of the beginning of the year was $0.2 million and $0.1, respectively.

Fair Value Measurements

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

Note 9 — Fair Value Measurements

Level 4:

Level 5:

Level 6:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Quoted Prices in

Significant Other

June 30, 2022

Active Markets

Observable Inputs

Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investment held in Trust Account

125,190,736

—


		Quoted Prices in		Significant Other	Significant Other
December 31, 2021		Active Markets		Observable Inputs	Unobservable Inputs
Assets:	Level	(Level 1)		(Level 2)	(Level 3)
Investment held in Trust Account	1	$	125,002,997	—	—

The following table provides quantitative information for the founder share valuation.


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%

Note 9 — Fair Value Measurements

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2021, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities.

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Level

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in Trust Account

125,002,997

—

The Company utilized a Monte Carlo simulation model to value the Founder and Representative Shares at issuance. The estimated fair value of the shares is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected term and risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity in line with the timing of the and likelihood of completing a business combination. The common stock price was assumed to fluctuate with the Company projected volatility based on comparable public companies. The term was simulated based on managements assumptions regarding the timing and likelihood of completing a business combination.

The following table provides quantitative information the founder share valuation.


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%

Wag Labs, Inc.

Fair Value Measurements

6.Fair Value Measurements

The Company’s financial assets that are measured at fair value on a recurring basis, by level within the fair value hierarchy, are as follows (in thousands):


	June 30, 2022
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	558	$	—	$	—	$	558
Short-term investments
Money market funds		6,962		—		—		6,962
Total financial assets	$	7,520	$	—	$	—	$	7,520


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	620	$	—	$	—	$	620
Short-term investments
Money market funds		217		—		—		217
Corporate bonds		—		2,554		—		2,554
Total financial assets	$	837	$	2,554	$	—	$	3,391

Unrealized gains and losses for the six months ended June 30, 2022 and 2021 are immaterial.

5.Fair Value Measurements

The Company’s financial assets that are measured at fair value on a recurring basis, by level within the fair value hierarchy, are as follows (in thousands):


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	620	$	—	$	—	$	620
Short-Term investments
Money market funds		217		—		—		217
Corporate bonds		—		2,554		—		2,554
Total financial assets	$	837	$	2,554	$	—	$	3,391


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	1,163	$	—	$	—	$	1,163
Short-Term investments
Money market funds		4,016		—		—		4,016
Commercial paper		—		8,098		—		8,098
Corporate bonds		—		3,426		—		3,426
U.S. government agency securities		—		818		—		818
Total financial assets	$	5,179	$	12,342	$	—	$	17,521

The following table summarizes the unrealized positions for available-for-sale securities, disaggregated by class of instrument (in thousands):


	December 31, 2021
			Gross		Gross
	Amortized		unrealized		unrealized
	cost basis		gains		losses		Fair value
Money market funds	$	217	$	—	$	—	$	217
Corporate bonds		2,553		1		—		2,554
Total financial assets	$	2,770	$	1	$	—	$	2,771


	December 31, 2020
	Amortized cost		Gross unrealized		Gross unrealized
	basis		gains		losses		Fair value
Money market funds	$	4,016	$	—	$	—	$	4,016
Commercial paper		8,097		1		—		8,098
Corporate bonds		3,426		—		—		3,426
U.S. government agency securities		818		—		—		818
Total financial assets	$	16,357	$	1	$	—	$	16,358

- Definition

+ References + Details

Leases

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Leases

7.Leases

Operating Leases

In February 2020, the Company entered into a non-cancellable agreement to lease additional office space in Mountain View, California for a one-year period. There is no option to extend the lease.

As of June 30, 2022, the future minimum lease payments required under operating leases were as follows (in thousands):


2022 (remaining six months)	$	266
2023		227
Total minimum lease payments	$	493

8.Leases

Operating Leases

In February 2020, the Company entered into a non-cancellable sublease agreement for its Mountain View office space. The sublease agreement commenced on April 1, 2020. Under the term of the sublease agreement, the Company will receive $2.0 million in base lease payments plus reimbursement of certain operating expenses over the term of the sublease, which ends in July 2022. During the year ended December 31, 2021 and 2020, the Company recognized $0.9 million and $0.6 million, respectively, of sublease income under this agreement.

In February 2020, the Company entered into a non-cancellable agreement to lease additional office space in Mountain View, California for a one-year period. There is no option to extend the lease.

As of December 31, 2021, the future minimum lease payments required under operating leases were as follows (in thousands):



2022	$	932
2023		227
Total minimum lease payments	$	1,159

Total rent expense, net of sublease income, was $2.8 million and $3.3 million for the years ended December 31, 2021 and 2020, respectively.

Commitments and Contingencies	6 Months Ended	12 Months Ended
Commitments and Contingencies	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
Commitments and Contingencies	Note 6 — Commitments and Contingencies We received two private demand letters from purported shareholders in connection with the proposed de-SPAC transaction between CHW and WAG Labs, Inc. The demand letters seek certain supplemental disclosures and threaten to assert claims under the federal securities laws against CHW and its board of directors if the disclosures are not made. As of this date, no litigation has been filed. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Ordinary Shares) pursuant to a registration rights agreement dated September 1, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,650,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. Accordingly, on September 1, 2021, the Company consummated the sale of an additional 1,500,000 Units to the public, at $10.00 per Unit for an aggregate purchase price of $15,000,000. The underwriters were paid a cash underwriting discount of $0.175 per unit, or $2,187,500 in the aggregate at the closing of the IPO (which includes amounts related to the partial exercise of the over-allotment option). In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per unit, or $4,375,000 in the aggregate from the closing of the IPO ((which includes amounts related to the partial exercise of the over-allotment option). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. See Note 10 for closing of Business Combination. Advisory Fees On March 28, 2022, the Company entered into an agreement with an MKM Partners for strategic and capital markets advisory services, pursuant to which the Company will pay the MKM Partners a fee of $300,000 contingent upon the consummation of the Business Combination (please see Note 1 above). On April 18, 2022, the Company entered into an agreement with Roth Capital Partners, LLC pursuant to which the Roth Capital Partners will receive a contingent fee of $400,000, if the transaction closes during the term specified by the agreement, which shall commence on the date executed by the signatories below and shall continue until terminated by either party upon thirty (30) days’ prior written notice to the other party) or the twelve (12) month period following any termination of this Agreement. On May 6, 2022, the Company entered into an agreement with D.A Davidson & Co. to render financial advisory and investment banking services in connection with the Company’s business combination with Wag Labs, Inc (see Note 1 above). The agreement calls for D.A. Davidson & Co. to receive a contingent fee of $550,000, payable upon closing the transaction. On November 10, 2021 the company engaged Oppenheimer & Co. Inc. (“Oppenheimer”) to serve as the non-exclusive lead placement agent for the proposed private placement of the Company’s securities, which could have taken the form of common stock, convertible or non-convertible preferred stock, convertible or non-convertible debt, and potentially warrants, to a limited number of sophisticated investors in connection with the Company’s proposed initial business combination with Wag!. The Company and Oppenheimer were to mutually agree to the number of securities sold to each investor. The agreement with Oppenheimer called for a fee due to Oppenheimer to be equal to the sum of (i) 6.0% of the portion of gross proceeds up to and including $50 million and (ii) 4.0% of the portion of gross proceeds in excess of $50 million. Oppenheimer was to receive no less than 50.0% of the fee. Also, regardless of whether the Company consummated the placement deal, the Company agreed to pay, or reimburse if paid by Oppenheimer: (i) all reasonable and documented out-of-pocket costs and expenses incident to the placement deal and (ii) all of the Oppenheimer’s reasonable and documented out-of-pocket costs and expenses incurred in connection with Oppenheimer’s engagement. During the period from November 11, 2021 through December 14, 2021, Oppenheimer led a PIPE investment process where its representatives went out to investors from Oppenheimer’s network and CHW’s network to raise capital in connection with the potential business combination. CHW received several offers of $30 million or more from this process, in the form of equity financing, but ultimately determined these offers were not in the best interest of CHW’s investors and the best long-term interests of CHW. Oppenheimer did not incur any expenses up to the date and hence no amounts were accrued by the Company. No other contingent liabilities amounts were to be accrued from the arrangement. See Note 10 for subsequent events related to advisor agreements entered into, after June 30, 2022. Representative Shares In September 2021, the Company issued to the designees of the underwriter 62,500 Ordinary Shares (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the IPO, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of the Representative Shares to be $7.362 per share ($460,125 in the aggregate) based upon the price of the Founder Shares issued to the anchor investors (see Note 5). The holders of the Representative Shares have agreed not to transfer, assign, or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. See Note 9 for valuation methodology and assumptions of the Representative Shares.	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Ordinary shares) pursuant to a registration rights agreement dated September 1, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,650,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. Accordingly, on September 1, 2021, the Company consummated the sale of an additional 1,500,000 Units to the public, at $10.00 per Unit for an aggregate purchase price of $15,000,000. The underwriters were paid a cash underwriting discount of $0.175 per unit, or $2,187,500 in the aggregate at the closing of the IPO (which includes amounts related to the partial exercise of the over-allotment option). In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per unit, or $4,375,000 in the aggregate from the closing of the IPO ((which includes amounts related to the partial exercise of the over-allotment option). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Representative Shares In September 2021, the Company issued to the designees of the underwriter 62,500 ordinary shares (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the IPO, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of the Representative Shares to be $7.362 per share ($460,125 in the aggregate) based upon the price of the Founder Shares issued to the anchor investors (see Note 5). The holders of the Representative Shares have agreed not to transfer, assign, or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. Please see Note 9 for valuation methodology and assumptions of the Representative Shares.
Wag Labs, Inc.
Commitments and Contingencies	8.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 of litigation, the ultimate outcome of ongoing matters cannot be predicted with certainty. Litigation is inherently unpredictable, 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 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 Pet Caregiver 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. 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. The Company believes given the inherent uncertainties of litigation, the outcome of this matter cannot be predicted with certainty. Therefore, the Company has not recorded a reserve. 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. In addition, the Company was subject to a claim with a state tax authority related to the collection of sales and use taxes in that state, which the Company challenged in court and was required to pay to the state the amount of the claim of $1.2 million as a prerequisite to the court challenge. As of December 31, 2021, the dispute process was ongoing and no liability was recorded related to this matter. The Company recorded the deposit paid as a prepaid asset in the consolidated balance sheet as of June 30, 2022 and December 31, 2021. On May 13, 2022, the Company settled this claim without liability and will receive a full refund of the previously paid deposit of $1.2 million from the state taxing authority. 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. As of June 30, 2022 and December 31, 2021, management did not believe that the outcome of pending matters would have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Letters of Credit The Company maintains certain stand-by letters of credit from third-party financial institutions in the ordinary course of business to guarantee certain performance obligations related to leases, insurance policies and other various contractual arrangements. As of June 30, 2022 and December 31, 2021, the Company had letters of credit outstanding of $0.8 million and $0.8 million, respectively, which expire in Q3 2022.		9.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 of litigation, the ultimate outcome of ongoing matters cannot be predicted with certainty. Litigation is inherently unpredictable, 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 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 Pet Caregiver 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. 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. A merits hearing is currently scheduled for March 2022. The Company believes given the inherent uncertainties of litigation, the outcome of this matter cannot be predicted with certainty. Therefore, the Company has not recorded a reserve. 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. In addition, the Company is subject to an ongoing claim with a state tax authority related to the collection of sales and use taxes in that state, which the Company has challenged in court and was required to pay to the state the amount of the claim of $1.2 million as a prerequisite to the court challenge. The dispute process is still ongoing and no liability has been recorded related to this matter. The Company has recorded the deposit paid as a prepaid asset in the consolidated balance sheet as of December 31, 2021 and 2020. 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. As of December 31, 2021 and 2020, management did not believe that the outcome of pending matters would have a material adverse effect on the Company’s financial position, results of operations, or cash flows. In November 2018, the Company reached an agreement with representatives of pet caregivers that had filed class claims in California to settle their allegations of various misclassification and wage and hour claims against the Company. In March 2020, the Court issued an order approving the settlement totaling $1.2 million. The amount was previously accrued in 2018 and paid in 2020. In October 2018, a former employee initiated claims against the Company alleging various misclassification and wage and hour violations and subsequently filed an action under California’s Private Attorneys General Act alleging the same. In March 2020, the parties filed their settlement agreement of $850 thousand, and the Court approved. The amount was subsequently paid in 2020.

Debt

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Debt

9.Debt

Future minimum payments of the principal on the Company’s outstanding PPP loan as of June 30, 2022 were as follows (in thousands):


	Amounts
2022 (remaining six months)	$	222
2023		446
2024		451
2025		303
Total principal amount	$	1,422

10.Debt

In August 2021, the Company applied for forgiveness of $3.5 million of the PPP Loan, and in September 2021, the SBA approved the Company’s loan forgiveness application in the amount of $3.5 million. The term of the PPP Loan was five years with a maturity date of August 2025 and contained a fixed annual interest rate of 1.00%. Principal and interest payments began in November 2021.

Future minimum payments of the principal on the Company’s outstanding PPP loan as of December 31, 2021 were as follows (in thousands):


Year Ended December 31, 2021	Amounts
2022	$	442
2023		446
2024		451
2025		303
Total principal amount	$	1,642

Letters of Credit

- Definition

+ References

+ Details

Stockholders' Equity and Mezzanine Equity

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Stockholders' Equity and Mezzanine Equity

Note 7 - Shareholders’ Deficit

Preference Shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, there were no preference shares issued or outstanding.

Wag Labs, Inc.

Stockholders' Equity and Mezzanine Equity

10.Stockholders’ Equity and Mezzanine Equity

Redeemable Preferred Stock — Mezzanine Equity

The Company had outstanding redeemable preferred stock as follows (in thousands, except per share amounts):


	June 30, 2022
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
P	4,750,000	1,100,000		10,925		11,000
Total	29,295,386	25,645,386	$	121,190	$	78,417


	December 31, 2021
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
Total	24,545,386	24,545,386	$	110,265	$	67,417

Preferred Stock Provisions

Accumulated Other Comprehensive Income (Loss)

There were not changes to accumulated other comprehensive income (loss) for the six months ended June 30, 2022 and 2021.

Common Stock

Common Stock Reserved for Future Issuance

At June 30, 2022 and December 31, 2021, the Company had reserved common stock for future issuances, as follows:


	June 30, 2022	December 31, 2021
Seed	4,502,881	4,502,881
A	6,072,815	6,072,815
B	6,694,033	6,694,033
C	7,275,657	7,275,657
P	4,750,000	—
Common stock option plan:
Options outstanding	7,540,964	7,580,496
Options available for future grants	110,966	91,933
Common warrants	91,310	91,310
Total	37,038,626	32,309,125

Stock Option Plan

Under the Company’s 2014 Stock Option Plan (the “2014 Plan”), options may be granted at fair value, generally vest over four years, and expire in ten years.

A summary of the Company’s option activity under the 2014 Plan is as follows:


		Weighted-average		Weighted-average
	Number of	exercise		grant date
	Options	price		fair value
Outstanding, December 31, 2021	7,580,496	$	0.39	$	0.13
Granted	—		—		—
Exercised	(20,499)		0.12		0.04
Cancelled/forfeited	(19,033)		0.70		0.29
Outstanding, June 30, 2022	7,540,964	$	0.39	$	0.14

The following table summarizes the total stock-based compensation expense by function for the six months ended June 30, 2022 and 2021 (in thousands).


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Operations and support	$	9	$	9	$	18	$	18
Sales and marketing		2		4		5		8
General and administrative		29		48		71		96
	$	40	$	61	$	94	$	122

Restricted Stock

A summary of restricted stock activity for the six months ended June 30, 2022 is as follows:


	Restricted Stock (Unvested)
		Weighted Average Grant
	Number of	Date Fair Value
	Shares	($ per share)
Unvested at December 31, 2021	174,154	$	0.21
Grants	—		—
Vested	—		—
Forfeited	—		—
Unvested at June 30, 2022	174,154	$	0.21

Common Stock Warrants

A summary of common stock warrants outstanding as of June 30, 2022 and December 31, 2021 is as follows:


		Weighted Average		Aggregate
	Number of	Exercise		Intrinsic
	Shares	Price ($ per share)		Value
Outstanding at June 30, 2022	91,310	$	1.54	—
Outstanding at December 31, 2021	91,310	$	1.54	—

11.Stockholders’ Equity and Mezzanine Equity

Redeemable Preferred Stock — Mezzanine Equity

The Company had outstanding redeemable preferred stock as follows (in thousands, except share amounts):


	December 31, 2021
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
Total	24,545,386	24,545,386	$	110,265	$	67,417


	December 31, 2020
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
Total	24,545,386	24,545,386	$	110,265	$	67,417

Series D repurchase

Preferred Stock Provisions

Dividends — The holders of preferred stock shall be entitled to receive dividends, out of any assets legally available therefore, on a pari passu basis prior and in preference to any declaration or payment of any dividend (payable other than in shares of common stock) on the common stock of the Company, at the dividend rate, payable when, as and if declared by the Company’s Board of Directors. For the purpose of this section, dividend rate shall mean: $0.0554 per annum for each share of Series Seed Preferred, $0.1251 per annum for each share of Series A Preferred, $0.1793 per annum for each share of Series B Preferred, and $0.4376 per annum for each share of Series C Preferred. Further, the Company has never paid dividends, and as the dividends are non-cumulative, the Company does not anticipate paying dividends in the future.

Common Stock

Common Stock Reserved for Future Issuance

At December 31, 2021 and 2020, the Company had reserved common stock for future issuances, as follows:


	December 31, 2021	December 31, 2020
Seed	4,502,881	4,502,881
A	6,072,815	6,072,815
B	6,694,033	6,694,033
C	7,275,657	7,275,657
Common stock option plan:
Options outstanding	7,580,496	7,383,320
Options available for future grants	91,933	492,324
Common warrants	91,310	91,310
Total	32,309,125	32,512,340

Stock Option Plan

Under the Company’s 2014 Stock Option Plan (the “2014 Plan”), options may be granted at fair value, generally vest over four years and expire in ten years.

A summary of the Company’s option activity under the 2014 Plan is as follows:


				Weighted-
		Weighted-average		average grant
Stock Options	Number of Options	exercise price		date fair value
Outstanding, December 31, 2019	3,930,520	$	2.89	$	1.41
Granted	6,662,863		0.09		0.06
Exercised	(21,917)		0.29		0.16
Cancelled/forfeited	(3,188,146)		2.80		1.40
Outstanding, December 31, 2020	7,383,320		0.41		0.20
Granted	628,302		0.20		0.03
Exercised	(29,061)		0.09		0.04
Cancelled/forfeited	(402,065)		0.54		0.27
Outstanding, December 31, 2021	7,580,496	$	0.39	$	0.13

The following table summarizes information about currently outstanding and vested stock options as of December 31, 2021 and 2020:


			Weighted-Average
			Remaining	Vested and
	Outstanding,		Contractual Life	Exercisable,
Exercise Price	December 31, 2021		(Years)	December 31, 2021
0.09	6,199,710	$	8.21	4,294,192
0.16	321,061		9.16	201,631
0.26	254,100		9.97	—
0.86	6,025		5.20	6,025
2.17	24,282		5.65	24,282
2.78	544,009		7.35	490,346
2.96	231,309		6.78	231,309
	7,580,496		8.20	5,247,785


			Weighted-Average
			Remaining	Vested and
	Outstanding,		Contractual Life	Exercisable,
Exercise Price	December 31, 2020		(Years)	December 31, 2020
0.09	6,512,000	$	9.19	2,908,482
0.86	6,025		6.2	6,025
2.17	24,282		6.65	24,282
2.78	607,143		8.26	441,002
2.96	233,870		7.72	233,870
	7,383,320		9.06	3,613,661

The weighted-average grant date fair value of options granted during the years ended December 31, 2021 and 2020 was $0.03 and $0.06 per option, respectively.


	December 31, 2021	December 31, 2020
Expected term	5.20 – 9.97 years	5.58 – 10.0 years
Volatility (%)	57.93% – 59.49%	54.25% – 57.73%
Risk-free interest rate (%)	0.71% – 1.55%	0.32% – 0.95%

The following table summarizes the total stock-based compensation expense by function for the year ended December 31, 2021 and 2020 (in thousands).


	2021		2020
Operations and support	$	36	$	32
Sales and marketing		11		9
General and administrative		175		244
	$	222	$	285

Restricted Stock

A summary of restricted stock activity for the year ended December 31, 2021 is as follows:


	Restricted Stock (Unvested)
			Weighted Average Grant
			Date Fair Value
	Number of Shares		($ per share)
Unvested at December 31, 2020	—		—
Grants	174,154	$	0.21
Vested	—		—
Forfeited	—		—
Unvested at December 31, 2021	174,154	$	0.21

Common stock warrants

A summary of common stock warrants outstanding as of December 31, 2021 and 2020 is as follows:


			Weighted Average
	Number of		Exercise Price	Aggregate Intrinsic
	Shares		($ per share)	Value
Outstanding at December 31, 2021	91,310	$	1.54	—
Outstanding at December 31, 2020	91,310	$	1.54	—

- Definition

+ References

+ Details

Income Taxes

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Income Taxes

11.Income Taxes

12.Income Taxes

The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate was as follows:


	Year Ended December 31,
	2021		2020
Statutory rate	21.0	%	21.0	%
State tax	2.2	%	5.2	%
Valuation allowance	(21.9)	%	(26)	%
Other	(0.1)	%	(0.3)	%
PPP Loan Forgiveness	10.0	%	0.0	%
Total	11.2	%	(0.1)	%

The significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:
Net operating loss	$	52,373	$	49,499
Stock based compensation		25		25
Charitable contributions		214		196
Accrued expenses		453		288
Other		489		1,316
Total deferred tax assets	$	53,554	$	51,324
Deferred tax liabilities:
Fixed assets	$	(20)	$	(64)
Intangibles from acquisition		(731)		—
Other current assets		—		(22)
Total deferred tax liabilities	$	(751)	$	(86)
Valuation allowance		52,803		51,238
Net deferred tax taxes	$	—	$	—

the legislation to have a significant impact on the effective tax rate, deferred tax assets and liabilities, or income tax payable of the Company.

- Definition

+ References

+ Details

Earnings (loss) per share

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Earnings (loss) per share

12.Earnings (loss) per share

The following table shows the computation of basic and diluted earnings per share for June 30, 2022 and June 30, 2021 (in thousands, except share data):


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Numerator:
Net loss attributable to common stockholders	$	(1,090)		(2,434)	$	(3,440)	$	(5,141)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders		6,305,282		5,638,678		6,301,362		5,636,666
Net income (loss) per share attributable to common stockholders, basic and diluted	$	(0.17)		(0.43)	$	(0.55)	$	(0.91)


	Six months ended June 30,
	2022	2021
Series Seed convertible preferred shares	4,502,881	4,502,881
Series A convertible preferred shares	6,072,815	6,072,815
Series B convertible preferred shares	6,694,033	6,694,033
Series C convertible preferred shares	7,275,657	7,275,657
Series P convertible preferred shares	1,100,000	—
Options and RSUs issued and outstanding	7,715,118	7,866,061
Warrants issued and outstanding	91,310	91,310
Total	33,451,814	32,502,757

13.Loss per share

The following table shows the computation of basic and diluted loss per share for 2021 and 2020 (in thousands, except share data):


	Year Ended December 31,
	2021		2020
Numerator:
Net loss attributable to common stockholders	$	(6,311)	$	(18,839)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders		5,908,062		5,623,515
Net loss per share attributable to common stockholders, basic and diluted	$	(1.07)	$	(3.35)


	2021	2020
Series Seed convertible preferred shares	4,502,881	4,502,881
Series A convertible preferred shares	6,072,815	6,072,815
Series B convertible preferred shares	6,694,033	6,694,033
Series C convertible preferred shares	7,275,657	7,275,657
Options and RSUs issued and outstanding	7,754,650	7,383,320
Warrants issued and outstanding	91,310	91,310
Total	32,391,346	32,020,016

401(k) Plan

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

401(k) Plan

13.401(k) Plan

14.401(k) Plan

In 2018, the Company adopted a 401(k) Plan that qualifies as a deferred salary arrangement under Section 401 of the IRC. Under the 401(k) Plan, participating employees may defer a portion of their pretax earnings not to exceed the maximum amount allowable. The Company made no contributions to eligible employees’ plans in 2021 and 2020.

- Definition

The entire disclosure for retirement benefits.

+ References

+ Details

Subsequent Events	6 Months Ended	12 Months Ended
Subsequent Events	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events that have occurred other than those mentioned below, that would require adjustments to the disclosures of the unaudited condensed financial statements. On July 7, 2022, The board of directors of CHW Acquisition Corporation, through an extraordinary general meeting has approved, (i) the domestication of CHW as a Delaware corporation (the “Domestication”) and (ii) the Business Combination Agreement, dated as of February 2, 2022, by and among CHW, Wag Labs, Inc., a Delaware corporation (“Wag!” ),. Wag! is a leading provider of access to pet care services. In connection with the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Company will be renamed “Wag! Group Co.” (referred to herein as “New Wag!”). On July 14, 2022, the Company entered into an agreement with Chardan Capital Markets to render financial advisory and investment banking services in connection with the Company’s business combination with Wag Labs, Inc. Pursuant to the agreement, Chardan Capital Markets is to receive a contingent fee of $400,000, payable at payable at the earlier of (i) the closing of the Transaction from the closing flow-of-funds or (ii) 14 calendar days after the Company’s shareholder meeting approving the Transaction. Pursuant to a certain Underwriting Agreement, dated August 30, 2021, by and between Wag! Group Co. (f/k/a CHW Acquisition Corporation the “Company”), and Chardan Capital Markets, LLC (“Chardan”), Chardan holds 56,250 shares (the “Shares”) of common stock, $0.0001 par value per share, of the Company (“Common Stock”). On August 8, 2022, Chardan agreed to forfeit 50,000 Shares upon the consummation of the Company’s initial business combination with Wag Labs, Inc. On August 5, 2022, the Company entered into Forward Share Purchase Agreements (each, a “Forward Purchase Agreement” and collectively, the “Forward Purchase Agreements”), with each of Milton Arbitrage Partners, LLC, MMCAP International Inc. SPC, Nautilus Master Fund, L.P. and Polar Multi-Strategy Master Fund (each, an “Investor” and collectively, the “Investors”) pursuant to which, on the three month anniversary of the date of the closing of the Company’s Business Combination (as defined below), the Investors may elect to sell and transfer to the Company, and the Company will purchase, in the aggregate up to 2,393,378 shares of common stock of the Company, par value $0.0001 per share (the “Investor Shares”), consisting of shares of common stock then held by the Investors and not sold and repurchased by the Investor since the closing of the Business Combination. The Company will acquire the Investor Shares at a price of $10.30 per share (the “Shares Purchase Price”). In exchange for the Company’s commitment to purchase the Investor Shares on the Put Date, each Investor agreed that it will not request redemption of any of the Investor Shares in conjunction with the Company’s shareholders’ approval of the Business Combination, or tender the Investor Shares to the Company in response to any redemption or tender offer that the Company may commence for its ordinary shares. On October 27, 2021, the Company entered into an agreement with Ernst and Young LLP for due diligence services related to the Business Combination, pursuant to which the Company paid Ernst and Young LLP a fee of $155,082 after the consummation of the Business Combination. On August 9, 2022, the parties to the Business Combination Agreement completed the Business Combination (See Note 1). Holders of 9,593,970 Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.03 per share, for an aggregate redemption amount of approximately $96.2 million. The per share redemption price of approximately $10.03 for public shareholders electing redemption was paid out of the Trust Account.	Note 10 — Subsequent Events The Company has evaluated subsequent events through the date these financial statements were issued and determined that there were no subsequent events that would require adjustment or disclosure except for the following. On February 2, 2022, the Company, CHW Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of the Company and Wag Labs, Inc., a Delaware corporation, entered into a Business Combination Agreement. The Business Combination will be effected in two steps: (i) on the Domestication Closing Date, CHW will domesticate as a Delaware corporation; and (ii) on the Acquisition Closing Date, Merger Sub will merge with and into Wag, with Wag surviving the merger as a wholly owned subsidiary of New Wag. Concurrently with the Domestication, CHW will adopt and file a certificate of incorporation with the Secretary of State of the State of Delaware, pursuant to which CHW will change its name to Wag! Group Co. and adopt bylaws. At least one business day, but no more than two business days, after the Domestication, and no later than three business days following the satisfaction or waiver of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at the Acquisition Closing, but subject to the satisfaction or waiver of those conditions at such time), the Acquisition Merger will be consummated by the filing of a certificate of merger with the Secretary of State of the State of Delaware. In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into Subscription Agreements (the “Subscription Agreements”) with qualified institutional buyers (the “PIPE and Backstop Investors”), pursuant to which, among other things, the PIPE and Backstop Investors agreed to purchase an aggregate of 500,000 shares of common stock of CHW following the Domestication and immediately prior to the Acquisition Merger at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of $5,000,000 million; provided, however, if the PIPE and Backstop Investors acquire shares of common stock of CHW in the open market between the date of the Subscription Agreements and the close of business on the third trading day prior to the special meeting of CHW’s shareholders called in connection with the Business Combination, then the required purchase amount shall be reduced on a share-for-share basis by the number of shares of common stock of CHW so acquired in the open market (the “PIPE and Backstop Investment”). In connection with the execution of the Business Combination Agreement, on February 2, 2022, the Sponsor, Mark Grundman and Jonah Raskas (collectively, the “CHW Founder Shareholders”) entered into that certain letter agreement (the “CHW Founders Stock Letter”) with CHW and Wag!, pursuant to which, among other things, CHW, Wag!, and the CHW Founder Shareholders agreed, with respect to 360,750 Founder Shares (as defined below) (the “Forfeiture Shares”), during the period commencing on the date of the Business Combination Agreement and ending on the earlier of (A) the date that is three years after the Acquisition Closing, (B) the date on which the Forfeiture Shares are no longer subject to forfeiture, (C) subsequent to the Acquisition Closing, the consummation of a liquidation, merger, share exchange or other similar transaction that results in all of the New Wag! stockholders having the right to exchange their shares for cash, securities or other property, and (D) the valid termination of the Business Combination Agreement, the Sponsor will not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder with respect to, any Forfeiture Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Forfeiture Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clauses (i) or (ii), subject to certain exceptions. Wag! has delivered to CHW the Stockholder Support Agreement, dated February 2, 2022 (the “Stockholder Support Agreement”), pursuant to which, among other things, the Key Wag! Stockholders, whose ownership interests collectively represent the outstanding Wag! common stock and Wag! preferred stock (voting on an as-converted basis) sufficient to approve the Business Combination on behalf of Wag!, will agree to support the approval and adoption of the transactions contemplated by the Business Combination Agreement, including agreeing to execute and deliver the requisite consent of Wag!’s stockholders holding shares of Wag! common stock and Wag! preferred stock sufficient under the Delaware General Corporation Law and Wag!’s certificate of incorporation and bylaws to approve the Business Combination Agreement and the Business Combination, in the form of a written consent executed by the Key Wag! Stockholders, within 48 hours of the Registration Statement on Form S-4 filed with the SEC in connection with the Business Combination becoming effective. The Stockholder Support Agreement will terminate upon the earliest to occur of (a) the Acquisition Merger Effective Time, (b) the date of the termination of the Business Combination Agreement, and (c) the effective date of a written agreement of CHW, Wag!, and the Wag! stockholders party thereto terminating the Stockholder Support Agreement (the “Expiration Time”). The Key Wag! Stockholders also agreed, until the Expiration Time, to certain transfer restrictions (excluding the Conversion). In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into a definitive commitment letter (the “Commitment Letter”) with Blue Torch Capital LP (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, the “Debt Financing Sources”), pursuant to which, among other things, the Debt Financing Sources agreed to fund a $30 million senior secured term loan credit facility (the “Credit Facility”). The closing and funding of the Credit Facility will occur in connection with the closing of the transactions contemplated by the Business Combination Agreement, subject to the satisfaction or waiver of the conditions to funding set forth in the Commitment Letter. Upon closing, Wag! will be the primary borrower under the Credit Facility, New Wag! will be a parent guarantor and substantially all of Wag!’s existing and future subsidiaries will be subsidiary guarantors (subject to certain customary exceptions). The Credit Facility will be secured by a first priority security interest in substantially all assets of Wag! and the guarantors (subject to certain customary exceptions).
Wag Labs, Inc.
Subsequent Events	14.Subsequent Events In connection with the issuance of the consolidated financial statements on August 15, 2022 for the three and six months ended June 30, 2022, the Company has evaluated subsequent events existing and not existing on June 30, 2022, and concluded there were no subsequent events to recognize in the financial statements. On August 9, 2022 (the “Closing Date”), Wag Labs, Inc. (“Legacy Wag!”), CHW Acquisition Corporation, a Cayman Islands exempted company (“CHW”), and CHW Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of CHW (“Merger Sub”), consummated the closing of the transactions contemplated by the Business Combination Agreement, dated February 2, 2022, by and among Legacy Wag!, CHW, and Merger Sub (the “Business Combination Agreement”), following the approval at an extraordinary general meeting of CHW’s shareholders held on July 28, 2022 (the “Special Meeting”). Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy Wag! and CHW 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 Business Combination Agreement, the “Business Combination”). In connection with the consummation of the Business Combination on the day prior to the Closing Date, CHW changed its name from CHW Acquisition Corporation to Wag! Group Co. In connection with the Special Meeting and the 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 $5.3 million, net of $23.9 million placed in escrow in accordance with the Forward Purchase Agreements. The Company also received $29.4 million in a Secured Note and $5 million from the PIPE and Backstop Investor, before the payment of transaction related expenses. 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 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; (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 Closing 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 a maximum redemption scenario in connection with the Business Combination and in accordance with the terms of the CHW Founders Stock Letter (as defined below) and the Business Combination Agreement; (x) the issuance of 300,000 Wag! 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 Business Combination and in accordance with the CHW Founders Stock Letter and the Business Combination Agreement. Simultaneously with the closing of the Business Combination, the Company deposited $24,651,793 into an escrow account pursuant to Forward Share Purchase Agreements entered into by CHW on August 5, 2022. In accordance with the Forward Share Purchase Agreements, on the three-month anniversary of the Closing Date, the participating investors may elect to sell and transfer to the Company, and the Company will 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 and not sold and repurchased by the Investor since the Closing Date. The shares are held in escrow and the Company can acquire the Investor Shares at a price of $10.30 per share. The date of the purchase by the Company of the Investor Shares is referred to as the “Put Date”. In conjunction with the sale of the Investor Shares to the Company, each Investor shall notify the Company and the Escrow Agent in writing five business days prior to the three-month anniversary of the date of the Closing Date whether or not such Investor is exercising its right to sell the Investor Shares that such Investor holds to the Company pursuant to the Forward Purchase Agreements (each, a “Shares Sale Notice”). If a Shares Sale Notice is timely delivered by an Investor to the Company and the Escrow Agent, the Company will purchase from such Investor the Investor Shares held by such Investor on the Put Date. If the Investor sells any Investor Shares in the open market after the Closing Date and prior to the three-month anniversary of the Closing Date (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), the Escrow Agent shall 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 will be made with funds from the escrow account attributed to the Investor Shares. In the event that an Investor sells any Investor Shares in an Early Sale, it shall provide notice to the Company and the Escrow Agent within three business days of such sale, and the Escrow Agent shall release from the escrow account for the Company’s use without restriction an amount equal to the pro rata portion of the escrow attributed to the Investor Shares which the Investor has sold. In the event that the Investor chooses not to sell to the Company any Investor Shares that the Investor owns as of the three-month anniversary of the Closing Date, the Escrow Agent shall release all remaining funds from the escrow account for the Company’s use without restriction. Also, on the Closing Date, the Company entered into a financing agreement (the “Blue Torch Financing 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, the “Debt Financing Sources”), pursuant to which, among other things, the Debt Financing Sources agreed to extend an approximately $32.17 million senior secured term loan credit facility (the “Credit Facility”). Legacy Wag! is the primary borrower under the Credit Facility, the Company is a parent guarantor and substantially all of the Company’s existing and future subsidiaries are subsidiary guarantors (subject to certain customary exceptions). The Credit Facility is secured by a first priority security interest in substantially all assets of Legacy Wag! and the guarantors (subject to certain customary exceptions). Also in connection with the Business Combination, Eligible Company Equityholders have the contingent right to Earnout Shares and management has the contingent right to Management Earnout Shares. The aggregate number of Earnout Shares and Management Earnout Shares is 10,000,000, and 5,000,000, shares of New Wag! common stock, respectively. The Earnout Shares and Management Earnout Shares will be issued following the Business Combination, as further described below. Earnout Shares would only be issuable if certain New Wag! share price conditions are met over a three-year period from the effective merger date. Earnout Shares would only be issuable if certain New Wag! share price conditions are met over a three-year period from the effective merger date. The Earnout Shares are indexed to the Company’s stock, at each of the New Wag! share price targets of $12.50, $15.00, and $18.00.		16.Subsequent Events In connection with the issuance of the consolidated financial statements for the year ended December 31, 2021, the Company has evaluated subsequent events through March 10, 2022, the date the consolidated financial statements were issued. On January 28, 2022, in connection with the Business Combination Agreement, the Company entered into Series P Subscription Agreements, pursuant to which the Company sold an aggregate of 1,100,000 Series P Shares to certain investors in a private placement at a price of $10.00 per share for total proceeds of $11 million. On February 2, 2022, the Company entered into a Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) with CHW Acquisition Corporation (“CHW”) and CHW Merger Sub Inc. (“Sub”), a wholly owned subsidiary of CHW. Pursuant to the terms of the Business Combination Agreement, Sub will merge with and into Wag! with Wag! continuing as the surviving entity (the “Merger”).

Summary of Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Income Taxes

Income Taxes

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Earnings Per Share

Net Loss per Ordinary Share


						For the period January 12,
	For the six months ended					2021 (Inception) to
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,839,770)	$	(724,141)	$	—		(15,873)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.23)	$	(0.23)	$	(0.00)	$	(0.01)


	For the three months ended				For the three months ended
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,109,135)	$	(282,829)	$	—		(4,239)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.09)	$	(0.09)	$	(0.00)	$	(0.00)

Net Loss per Ordinary Share

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 16,738,636 Ordinary Shares at $11.50 per share were issued on September 1, 2021. At December 31, 2021, no warrants have been exercised. The 16,738,636 potential Ordinary shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary share.


	For the period January 12,
	2021 (inception) through
	December 31,
	2021
	Ordinary Shares		Founder Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(478,012)	$	(351,551)

Denominator:
Weighted average shares outstanding		4,284,703		3,171,069

Basic and dilution net loss per share	$	(0.11)	$	(0.11)

Recent Accounting Pronouncements Adopted

Recent Accounting Pronouncements

Wag Labs, Inc.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Reclassifications

Segments

Use of 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 stock-based compensation and warrants, and the valuation allowance for deferred income taxes. Actual results may differ from these estimates.

Business Combinations

Certain Significant Risks and Uncertainties

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposit as well as investments in money market funds that are readily convertible into cash and purchased with original maturities of three months or less. Restricted cash of approximately $0.8 million is included in “prepaid expenses and other current assets” on the consolidated balance sheet as of December 31, 2021 and 2020, and represents cash deposited by the Company into a separate account and designated as collateral for a standby letter of credit in the same amount in accordance with contractual agreements.

Investments

on the length of time that the fair market value has been below cost and the severity of the decline. There were no impairments of investments recorded in 2021 and 2020.

Accounts Receivable

Accounts receivable primarily represent amounts charged by payment processors on behalf of the Company that are in the process of clearing. These amounts are generally cleared in one to three business days. Additionally, the Company records accounts receivable for commission fees earned but not yet received from third party service partners in connection with Wag! Wellness services. Substantially all accounts receivable are collected and bad debt expense or the allowance for doubtful accounts were not material.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives are as follows:


		Estimated useful life
Equipment		3 years
Leasehold improvements		Shorter of estimated useful life or lease term
Capitalized software		3 years

Maintenance and repair costs are charged to expense as incurred.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives are as follows:

		Estimated useful life
Automobiles		5 years
Equipment		3 years
Leasehold improvements		Shorter of estimated useful life or lease term
Capitalized software		3 years

Maintenance and repair costs are charged to expense as incurred.

Goodwill

Intangible Assets, Net

Intangible assets are recorded at fair value as of the date of acquisition and amortized on a straight- line basis over their estimated useful lives.

Intangible Assets, Net

Intangible assets are recorded at fair value as of the date of acquisition and amortized on a straight-line basis over their estimated useful lives.

Impairment of Intangible Assets

Impairment of Definite-Lived Intangible Assets and Other Long-lived Assets

The Company reviews its definite-lived intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to its estimated fair value. No impairment of definite-lived intangible and long-lived assets was recorded for the years ended December 31, 2021 and 2020.

Software Development Costs

Stock-Based Compensation

The Company generally recognizes compensation expense using a straight-line amortization method over the respective service period for awards that are ultimately expected to vest. Stock-based compensation expense for 2021 and 2020 has been reduced for actual forfeitures.

Income Taxes

Fair Value

Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 3 — Unobservable inputs for which there are little or no market data and that are significant to the fair value of the assets or liabilities.

Fair Value

Level1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level3 — Unobservable inputs for which there are little or no market data and that are significant to the fair value of the assets or liabilities.

Concentration of Credit Risk

Revenue Recognition

Principal vs. Agent Considerations

Gift Cards

Incentives

The Company offers discounts and promotions to encourage use of the Company’s platform. These are offered in various forms of discounts and promotions and include:

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with its Customers. Through its Services offerings, the Company principally generates service revenue from service fees charged to PCGs for use of the platform to discover pet service opportunities and to successfully complete a pet care service to a pet parent. 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 offerings, the Company generates revenue through commissions fees paid by third party service partners in the form of ‘revenue-per-action’ or conversion activity defined in our agreements with the 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 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 the PCGs after both the PCGs and pet parent accept a transaction request and the PCGs ability to cancel the transaction lapses. For Wag! Wellness revenue, the Company enters into agreements with third-party service partners which define the action by the pet parent that results in the Company earning and receiving a commission fee.

recognized upon processing of the applications. Wag! Wellness revenue performance obligation is completed and revenue is recognized when an end-user completes an action or conversion activity.

Principal vs. Agent Considerations

Gift Cards

Incentives

The Company offers discounts and promotions to encourage use of the Company’s platform. These are offered in various forms of discounts and promotions and include:

Cost of Revenues (exclusive of depreciation and amortization)

Platform Operations and Support

Platform operations and support expenses include personnel-related compensation costs of technology and operations teams, and third-party operations support costs.

Platform Operations and Support

Platform operations and support expenses include personnel-related compensation costs of technology and operations teams, and third-party operations support costs.

Sales and Marketing

Sales and marketing expenses include personnel-related compensation costs of the marketing team, advertising expenses, and pet parent incentives. Sales and marketing expenses are expensed as incurred. Advertising expenses were $6.7 million and $0.6 million during the years ended December 31, 2021 and 2020, respectively.

General and Administrative

Depreciation and Amortization

Earnings Per Share

The Company computes net income (loss) per common stock following the two-class method required for multiple classes of common stock and participating securities. The Company considers the redeemable preferred stock to be participating securities. The two-class method requires income (loss) available to common stockholders for the period to be allocated between multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income (loss) for the period had been distributed. The holders of the Company’s redeemable preferred stock would be entitled to dividends in preference to common stockholders, at specified rates, if declared. Such dividends are not cumulative. Any remaining earnings would be distributed among the holders of redeemable preferred stock and common stock pro rata. Holders of the Company’s redeemable preferred stock are not contractually obligated to participate in the Company’s losses. As such, the Company’s net losses for the years ended December 31, 2021 and 2020 were not allocated to these participating securities.

Recent Accounting Pronouncements Adopted

Accounting Standards Issued but Not Yet Adopted

Credit Losses

Recent Accounting Pronouncements Adopted

Recent Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Schedule of property plant and equipment estimated useful lives


		Estimated useful life
Equipment		3 years
Leasehold improvements		Shorter of estimated useful life or lease term
Capitalized software		3 years

		Estimated useful life
Automobiles		5 years
Equipment		3 years
Leasehold improvements		Shorter of estimated useful life or lease term
Capitalized software		3 years

Business Combinations (Tables) - Wag Labs, Inc.

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of purchase consideration


	As of
	August 3, 2021
Intangible assets	$	3,045
Goodwill		1,427
Deferred tax liabilities		(792)
Total purchase consideration	$	3,680


	As of
	August 3, 2021
Intangible assets	$	3,045
Goodwill		1,427
Deferred tax liabilities		(792)
Total purchase consideration	$	3,680

Schedule of estimated useful lives of the acquired intangible assets


			Estimated
			Useful
	Fair Value		Life (years)
Developed technology	$	648	4
Strategic customer relationships and licenses		2,121	5-10
Tradename		276	7
Total intangible assets	$	3,045


			Estimated
			Useful
	Fair Value		Life (years)
Developed technology	$	648	4
Strategic customer relationships and licenses		2,121	5 – 10
Tradename		276	7
Total intangible assets	$	3,045

Schedule of unaudited pro forma information


	Years Ended December 31,
	2021		2020
Revenue, as reported	$	20,082	$	11,970
Revenue of CPI for the period prior to acquisition (inclusive of pro forma adjustments)		1,925		339
Pro forma revenue	$	22,007	$	12,309
Net loss, as reported	$	(6,311)	$	(18,839)
Net loss of CPI for the period prior to acquisition (inclusive of pro forma		(40)		(662)
Pro forma net loss	$	(6,351)	$	(19,501)

Revenue (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Schedule of disaggregation of revenue


	Three months		Six months
	ended		ended

	June 30, 2022
Service revenue	$	5,675	$	10,107
Wellness revenue		7,109		12,343
Total revenue	$	12,784	$	22,450


	For the Year Ended
	December 31, 2021
Service revenue	$	14,951
Wellness revenue		5,131
Total revenue	$	20,082

Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of company's financial assets that are measured at fair value on a recurring basis

Quoted Prices in

Significant Other

June 30, 2022

Active Markets

Observable Inputs

Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investment held in Trust Account

125,190,736

—


		Quoted Prices in		Significant Other	Significant Other
December 31, 2021		Active Markets		Observable Inputs	Unobservable Inputs
Assets:	Level	(Level 1)		(Level 2)	(Level 3)
Investment held in Trust Account	1	$	125,002,997	—	—

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Level

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in Trust Account

125,002,997

—

Wag Labs, Inc.

Schedule of company's financial assets that are measured at fair value on a recurring basis


	June 30, 2022
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	558	$	—	$	—	$	558
Short-term investments
Money market funds		6,962		—		—		6,962
Total financial assets	$	7,520	$	—	$	—	$	7,520


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	620	$	—	$	—	$	620
Short-term investments
Money market funds		217		—		—		217
Corporate bonds		—		2,554		—		2,554
Total financial assets	$	837	$	2,554	$	—	$	3,391


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	620	$	—	$	—	$	620
Short-Term investments
Money market funds		217		—		—		217
Corporate bonds		—		2,554		—		2,554
Total financial assets	$	837	$	2,554	$	—	$	3,391


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	1,163	$	—	$	—	$	1,163
Short-Term investments
Money market funds		4,016		—		—		4,016
Commercial paper		—		8,098		—		8,098
Corporate bonds		—		3,426		—		3,426
U.S. government agency securities		—		818		—		818
Total financial assets	$	5,179	$	12,342	$	—	$	17,521

Schedule of unrealized positions for available-for-sale securities


	December 31, 2021
			Gross		Gross
	Amortized		unrealized		unrealized
	cost basis		gains		losses		Fair value
Money market funds	$	217	$	—	$	—	$	217
Corporate bonds		2,553		1		—		2,554
Total financial assets	$	2,770	$	1	$	—	$	2,771


	December 31, 2020
	Amortized cost		Gross unrealized		Gross unrealized
	basis		gains		losses		Fair value
Money market funds	$	4,016	$	—	$	—	$	4,016
Commercial paper		8,097		1		—		8,098
Corporate bonds		3,426		—		—		3,426
U.S. government agency securities		818		—		—		818
Total financial assets	$	16,357	$	1	$	—	$	16,358

Leases (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Schedule of future minimum lease payments required under operating leases


2022 (remaining six months)	$	266
2023		227
Total minimum lease payments	$	493

As of December 31, 2021, the future minimum lease payments required under operating leases were as follows (in thousands):



2022	$	932
2023		227
Total minimum lease payments	$	1,159

Debt (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Wag Labs, Inc.

Schedule of future minimum payments of principal on Company's outstanding PPP loan


	Amounts
2022 (remaining six months)	$	222
2023		446
2024		451
2025		303
Total principal amount	$	1,422

Future minimum payments of the principal on the Company’s outstanding PPP loan as of December 31, 2021 were as follows (in thousands):


Year Ended December 31, 2021	Amounts
2022	$	442
2023		446
2024		451
2025		303
Total principal amount	$	1,642

Stockholders' Equity and Mezzanine Equity (Tables) (Imported)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of outstanding redeemable preferred stock

At June 30, 2022, the redeemable ordinary share subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus:
Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption at December 31, 2021	$	125,000,000
Plus:
Accretion of carrying value to redemption value		190,736
Redeemable ordinary shares subject to possible redemption at June 30, 2022	$	125,190,736

At December 31, 2021, the redeemable ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus: Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption	$	125,000,000

Wag Labs, Inc.

Schedule of outstanding redeemable preferred stock


	June 30, 2022
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
P	4,750,000	1,100,000		10,925		11,000
Total	29,295,386	25,645,386	$	121,190	$	78,417


	December 31, 2021
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
Total	24,545,386	24,545,386	$	110,265	$	67,417


	December 31, 2021
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
Total	24,545,386	24,545,386	$	110,265	$	67,417


	December 31, 2020
		Shares Issued and			Liquidation
Series	Shares Designated	Outstanding	Carrying Amount		Preference
Seed	4,502,881	4,502,881	$	19,382	$	3,117
A	6,072,815	6,072,815		25,969		9,500
B	6,694,033	6,694,033		32,057		15,000
C	7,275,657	7,275,657		32,857		39,800
Total	24,545,386	24,545,386	$	110,265	$	67,417

Schedule of reserved common stock for future issuances


	June 30, 2022	December 31, 2021
Seed	4,502,881	4,502,881
A	6,072,815	6,072,815
B	6,694,033	6,694,033
C	7,275,657	7,275,657
P	4,750,000	—
Common stock option plan:
Options outstanding	7,540,964	7,580,496
Options available for future grants	110,966	91,933
Common warrants	91,310	91,310
Total	37,038,626	32,309,125


	December 31, 2021	December 31, 2020
Seed	4,502,881	4,502,881
A	6,072,815	6,072,815
B	6,694,033	6,694,033
C	7,275,657	7,275,657
Common stock option plan:
Options outstanding	7,580,496	7,383,320
Options available for future grants	91,933	492,324
Common warrants	91,310	91,310
Total	32,309,125	32,512,340

Schedule of option activity


		Weighted-average		Weighted-average
	Number of	exercise		grant date
	Options	price		fair value
Outstanding, December 31, 2021	7,580,496	$	0.39	$	0.13
Granted	—		—		—
Exercised	(20,499)		0.12		0.04
Cancelled/forfeited	(19,033)		0.70		0.29
Outstanding, June 30, 2022	7,540,964	$	0.39	$	0.14


				Weighted-
		Weighted-average		average grant
Stock Options	Number of Options	exercise price		date fair value
Outstanding, December 31, 2019	3,930,520	$	2.89	$	1.41
Granted	6,662,863		0.09		0.06
Exercised	(21,917)		0.29		0.16
Cancelled/forfeited	(3,188,146)		2.80		1.40
Outstanding, December 31, 2020	7,383,320		0.41		0.20
Granted	628,302		0.20		0.03
Exercised	(29,061)		0.09		0.04
Cancelled/forfeited	(402,065)		0.54		0.27
Outstanding, December 31, 2021	7,580,496	$	0.39	$	0.13

Schedule of information about currently outstanding and vested stock options


			Weighted-Average
			Remaining	Vested and
	Outstanding,		Contractual Life	Exercisable,
Exercise Price	December 31, 2021		(Years)	December 31, 2021
0.09	6,199,710	$	8.21	4,294,192
0.16	321,061		9.16	201,631
0.26	254,100		9.97	—
0.86	6,025		5.20	6,025
2.17	24,282		5.65	24,282
2.78	544,009		7.35	490,346
2.96	231,309		6.78	231,309
	7,580,496		8.20	5,247,785


			Weighted-Average
			Remaining	Vested and
	Outstanding,		Contractual Life	Exercisable,
Exercise Price	December 31, 2020		(Years)	December 31, 2020
0.09	6,512,000	$	9.19	2,908,482
0.86	6,025		6.2	6,025
2.17	24,282		6.65	24,282
2.78	607,143		8.26	441,002
2.96	233,870		7.72	233,870
	7,383,320		9.06	3,613,661

Schedule of valuation assumptions


	December 31, 2021	December 31, 2020
Expected term	5.20 – 9.97 years	5.58 – 10.0 years
Volatility (%)	57.93% – 59.49%	54.25% – 57.73%
Risk-free interest rate (%)	0.71% – 1.55%	0.32% – 0.95%

Schedule of total stock-based compensation expense by function


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Operations and support	$	9	$	9	$	18	$	18
Sales and marketing		2		4		5		8
General and administrative		29		48		71		96
	$	40	$	61	$	94	$	122


	2021		2020
Operations and support	$	36	$	32
Sales and marketing		11		9
General and administrative		175		244
	$	222	$	285

Schedule of restricted stock activity


	Restricted Stock (Unvested)
		Weighted Average Grant
	Number of	Date Fair Value
	Shares	($ per share)
Unvested at December 31, 2021	174,154	$	0.21
Grants	—		—
Vested	—		—
Forfeited	—		—
Unvested at June 30, 2022	174,154	$	0.21


	Restricted Stock (Unvested)
			Weighted Average Grant
			Date Fair Value
	Number of Shares		($ per share)
Unvested at December 31, 2020	—		—
Grants	174,154	$	0.21
Vested	—		—
Forfeited	—		—
Unvested at December 31, 2021	174,154	$	0.21

Schedule of common stock warrants outstanding


		Weighted Average		Aggregate
	Number of	Exercise		Intrinsic
	Shares	Price ($ per share)		Value
Outstanding at June 30, 2022	91,310	$	1.54	—
Outstanding at December 31, 2021	91,310	$	1.54	—


			Weighted Average
	Number of		Exercise Price	Aggregate Intrinsic
	Shares		($ per share)	Value
Outstanding at December 31, 2021	91,310	$	1.54	—
Outstanding at December 31, 2020	91,310	$	1.54	—

Earnings (loss) per share (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of basic and diluted earnings per share


						For the period January 12,
	For the six months ended					2021 (Inception) to
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,839,770)	$	(724,141)	$	—		(15,873)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.23)	$	(0.23)	$	(0.00)	$	(0.01)


	For the three months ended				For the three months ended
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,109,135)	$	(282,829)	$	—		(4,239)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.09)	$	(0.09)	$	(0.00)	$	(0.00)


	For the period January 12,
	2021 (inception) through
	December 31,
	2021
	Ordinary Shares		Founder Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(478,012)	$	(351,551)

Denominator:
Weighted average shares outstanding		4,284,703		3,171,069

Basic and dilution net loss per share	$	(0.11)	$	(0.11)

Wag Labs, Inc.

Schedule of basic and diluted earnings per share


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Numerator:
Net loss attributable to common stockholders	$	(1,090)		(2,434)	$	(3,440)	$	(5,141)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders		6,305,282		5,638,678		6,301,362		5,636,666
Net income (loss) per share attributable to common stockholders, basic and diluted	$	(0.17)		(0.43)	$	(0.55)	$	(0.91)

The following table shows the computation of basic and diluted loss per share for 2021 and 2020 (in thousands, except share data):


	Year Ended December 31,
	2021		2020
Numerator:
Net loss attributable to common stockholders	$	(6,311)	$	(18,839)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders		5,908,062		5,623,515
Net loss per share attributable to common stockholders, basic and diluted	$	(1.07)	$	(3.35)

Schedule of potential shares of common stock that were excluded from the computation of diluted net loss per share


	Six months ended June 30,
	2022	2021
Series Seed convertible preferred shares	4,502,881	4,502,881
Series A convertible preferred shares	6,072,815	6,072,815
Series B convertible preferred shares	6,694,033	6,694,033
Series C convertible preferred shares	7,275,657	7,275,657
Series P convertible preferred shares	1,100,000	—
Options and RSUs issued and outstanding	7,715,118	7,866,061
Warrants issued and outstanding	91,310	91,310
Total	33,451,814	32,502,757


	2021	2020
Series Seed convertible preferred shares	4,502,881	4,502,881
Series A convertible preferred shares	6,072,815	6,072,815
Series B convertible preferred shares	6,694,033	6,694,033
Series C convertible preferred shares	7,275,657	7,275,657
Options and RSUs issued and outstanding	7,754,650	7,383,320
Warrants issued and outstanding	91,310	91,310
Total	32,391,346	32,020,016

Summary of Significant Accounting Policies - Additional Information (Details)	6 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($) segment	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) item	Dec. 31, 2020 USD ($)	Jan. 01, 2022 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit	$ (7,476,011)		$ (3,721,364)
Wag Labs, Inc.
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of operating segment	1		1
Accumulated deficit	$ (113,290,000)		$ (109,850,000)	$ (103,539,000)	$ 100,000
Restricted cash	$ 800,000		$ 800,000	$ 800,000
Restricted Cash and Cash Equivalents, Statement of Financial Position [Extensible Enumeration]	Prepaid Expense and Other Assets, Current		Prepaid Expense and Other Assets, Current	Prepaid Expense and Other Assets, Current
Impairments of investments	$ 0	$ 0	$ 0	$ 0
Goodwill impairment			0
Impairment of definite-lived intangible and long-lived assets	0	0	0	0
Dividend yield	0		0
Advertising expense	9,500,000	$ 1,000,000.0	$ 6,700,000	$ 600,000
Operating right-of-use asset	$ 345,000
Wag Labs, Inc. \| 2016-02 \| Cumulative Effect Period Of Adoption Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating right-of-use asset					500,000
Operating lease liability					$ 500,000
Wag Labs, Inc. \| Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accounts receivable business days	1 day		1 day
Ratable basis over contractual period	1 month		1 month
Wag Labs, Inc. \| Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accounts receivable business days	3 days		3 days
Ratable basis over contractual period	1 year		1 year

Summary of Significant Accounting Policies - Property plant and equipment estimated useful lives (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Capitalized software
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years	3 years
Wag Labs, Inc. \| Automobiles
Property, Plant and Equipment [Line Items]
Estimated useful lives		5 years
Wag Labs, Inc. \| Equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years	3 years
Wag Labs, Inc. \| Capitalized software
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years	3 years

Business Combinations - Purchase consideration (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	Aug. 03, 2021	Jun. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 1,427	$ 1,427
CPI
Business Acquisition [Line Items]
Intangible assets	$ 3,045
Goodwill	1,427
Deferred tax liabilities	(792)
Total purchase consideration	$ 3,680

- Definition

+ References + Details

Business Combinations - Fair value and the estimated useful lives of the acquired intangible assets (Details) - Wag Labs, Inc. - CPI $ in Thousands	Aug. 03, 2021 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 3,045
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 648
Estimated Useful Life (years)	4 years
Strategic customer relationships and licenses
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 2,121
Strategic customer relationships and licenses \| Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	5 years
Strategic customer relationships and licenses \| Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	10 years
Tradename
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 276
Estimated Useful Life (years)	7 years

Business Combinations - Additional information (Details) - Wag Labs, Inc. - CPI - USD ($) $ in Thousands	Aug. 03, 2021	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Cash consideration	$ 3,500
Common stock consideration	$ 170
Common stock consideration, Units	639,000
Cash consideration paid	$ 1,500
Payment period	3 years
Deferred purchase consideration	$ 2,000
Deferred purchase consideration, Current		$ 1,600	$ 700
Deferred purchase consideration, Non-current			$ 1,900	$ 1,300
Working capital	$ 0

Revenue - Disaggregation of revenue (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenues	$ 12,784	$ 3,567	$ 22,450	$ 6,156	$ 20,082	$ 11,970
Service revenue
Disaggregation of Revenue [Line Items]
Revenues	5,675		10,107		14,951
Wellness revenue
Disaggregation of Revenue [Line Items]
Revenues	$ 7,109		$ 12,343		$ 5,131

- Definition

+ References

+ Details

Contract Liabilities (Details) - Wag Labs, Inc. - USD ($) $ in Millions	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Contract liabilities	$ 2.1		$ 1.9	$ 1.8
Amount of revenue included in contract with customer liability	$ 0.2	$ 0.1	$ 0.1	$ 0.5

Fair Value Measurements - Company's financial assets that are measured at fair value on a recurring basis (Details) - Wag Labs, Inc. - Recurring - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	$ 7,520	$ 3,391	$ 17,521
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	7,520	837	5,179
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets		2,554	12,342
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	558	620	1,163
Short-Term investments	6,962	217	4,016
Money market funds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	558	620	1,163
Short-Term investments	$ 6,962	217	4,016
Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-Term investments		2,554	3,426
Corporate bonds \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-Term investments		$ 2,554	3,426
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-Term investments			8,098
Commercial paper \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-Term investments			8,098
U.S. government agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-Term investments			818
U.S. government agency securities \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-Term investments			$ 818

Leases - Future minimum lease payments (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
2022 (remaining six months)	$ 266
2023	227	$ 932
Total minimum lease payments	$ 493	$ 1,159

Leases - Additional information (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	1 Months Ended		6 Months Ended
	Nov. 30, 2021	Feb. 29, 2020	Jun. 30, 2022	Jun. 30, 2021	Jan. 01, 2022	Apr. 30, 2019
Lessee, Lease, Description [Line Items]
Rent expense, net of sublease income				$ 2,500
Operating right-of-use asset			$ 345
Cash payments, net of sublease income			$ 300
Discount rate			11.00%
Mountain View, CA Office Space
Lessee, Lease, Description [Line Items]
Operating lease term						3 years
Base lease payments		$ 2,000
Sublease income			$ 500	$ 400
Mountain View, CA Additional Office Space
Lessee, Lease, Description [Line Items]
Operating lease term		1 year
Option to extend		false
Phoenix, AZ Office Space
Lessee, Lease, Description [Line Items]
Operating lease term	21 months
Option to extend	false
2016-02 \| Cumulative Effect Period Of Adoption Adjustment
Lessee, Lease, Description [Line Items]
Operating right-of-use asset					$ 500
Lease liabilities					$ 500

Commitments and Contingencies (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	1 Months Ended
	Mar. 31, 2020	Nov. 30, 2018	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2010
Loss Contingencies [Line Items]
Amount of claim payable				$ 1,200
Settlement amount	$ 850	$ 1,200
Letters of credit outstanding			$ 800	$ 800	$ 800

Debt - Additional Information (Details) - Wag Labs, Inc. - PPP Loan - USD ($) $ in Millions	1 Months Ended			12 Months Ended
	Sep. 30, 2021	Aug. 31, 2021	Aug. 31, 2020	Dec. 31, 2021
Debt Instrument [Line Items]
Loan proceeds			$ 5.1
Loan applied for forgiveness		$ 3.5
Loan forgiveness amount	$ 3.5
Term of loan (in years)			5 years	5 years
Fixed annual interest rate			1.00%	1.00%

Debt - Future minimum payments of principal of Company's outstanding PPP loan (Details) - Wag Labs, Inc. - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Future minimum payments of the principal on the Company's outstanding PPP loan
2022 (remaining six months)	$ 222
2023	446	$ 442
2024	451	446
2025	303	451
Total principal amount	$ 1,422	$ 1,642

Stockholders' Equity and Mezzanine Equity - Redeemable Preferred Stock - Mezzanine Equity (Details) - USD ($)		3 Months Ended
	Jan. 28, 2022	Mar. 31, 2022	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Redeemable Preferred Stock - Mezzanine Equity
Shares Issued			12,500,000	12,500,000
Shares Outstanding			12,500,000	12,500,000
Carrying Amount			$ 125,190,736	$ 125,000,000
Wag Labs, Inc.
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated			29,295,386	24,545,386			24,545,386
Shares Issued			25,645,386	24,545,386			24,545,386
Shares Outstanding		25,645,386	25,645,386	24,545,386	24,545,386	24,545,386	24,545,386	24,545,386
Carrying Amount		$ 121,190,000	$ 121,190,000	$ 110,265,000	$ 110,265,000	$ 110,265,000	$ 110,265,000	$ 110,265,000
Liquidation Preference			$ 78,417,000	$ 67,417,000			$ 67,417,000
Wag Labs, Inc. \| Series Seed redeemable preferred stock
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated			4,502,881	4,502,881			4,502,881
Shares Issued			4,502,881	4,502,881			4,502,881
Shares Outstanding			4,502,881	4,502,881			4,502,881
Carrying Amount			$ 19,382,000	$ 19,382,000			$ 19,382,000
Liquidation Preference			$ 3,117,000	$ 3,117,000			$ 3,117,000
Wag Labs, Inc. \| Series A redeemable preferred stock
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated			6,072,815	6,072,815			6,072,815
Shares Issued			6,072,815	6,072,815			6,072,815
Shares Outstanding			6,072,815	6,072,815			6,072,815
Carrying Amount			$ 25,969,000	$ 25,969,000			$ 25,969,000
Liquidation Preference			$ 9,500,000	$ 9,500,000			$ 9,500,000
Wag Labs, Inc. \| Series B redeemable preferred stock
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated			6,694,033	6,694,033			6,694,033
Shares Issued			6,694,033	6,694,033			6,694,033
Shares Outstanding			6,694,033	6,694,033			6,694,033
Carrying Amount			$ 32,057,000	$ 32,057,000			$ 32,057,000
Liquidation Preference			$ 15,000,000	$ 15,000,000			$ 15,000,000
Wag Labs, Inc. \| Series C redeemable preferred stock
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated			7,275,657	7,275,657			7,275,657
Shares Issued			7,275,657	7,275,657			7,275,657
Shares Outstanding			7,275,657	7,275,657			7,275,657
Carrying Amount			$ 32,857,000	$ 32,857,000			$ 32,857,000
Liquidation Preference			$ 39,800,000	$ 39,800,000			$ 39,800,000
Wag Labs, Inc. \| Series P redeemable preferred stock
Redeemable Preferred Stock - Mezzanine Equity
Number of convertible preferred shares issued	1,100,000	1,100,000
Value of convertible preferred shares issued	$ 11,000,000	$ 10,925,000
Shares Designated			4,750,000	4,750,000
Shares Issued			1,100,000	1,100,000
Shares Outstanding			1,100,000	1,100,000
Carrying Amount			$ 10,925,000
Liquidation Preference			$ 11,000,000

Stockholders' Equity and Mezzanine Equity - Preferred Stock Provisions (Details) - Wag Labs, Inc.		1 Months Ended	6 Months Ended	12 Months Ended
	Jul. 31, 2021 director	Aug. 31, 2021 director	Jun. 30, 2022 USD ($) director $ / shares	Dec. 31, 2021 USD ($) director $ / shares	Dec. 31, 2020 director
Preferred Stock Provisions
Number of directors appointed by Common Stockholders \| director			1	1	1
Number of directors appointed by Preferred Stockholders \| director			3	3	3
Number of directors appointed by Common and Preferred Stockholders as a single class \| director			1	1
Total number of directors \| director	5	7
Total number of directors appointed by common stockholders and preferred stockholders \| director	5	7		3
Minimum public offering per share from issuance of equity required for conversion of preferred stock			$ 24.5934	$ 24.5934
Minimum gross proceeds from issuance of equity required for conversion of preferred stock \| $			$ 175,000,000	$ 175,000,000
Conversion ratio			1	1
Series Seed redeemable preferred stock
Preferred Stock Provisions
Dividend rate			$ 0.0554	$ 0.0554
Liquidation preference per share				0.6922
Series A redeemable preferred stock
Preferred Stock Provisions
Dividend rate			0.1251	0.1251
Liquidation preference per share				1.5643
Series B redeemable preferred stock
Preferred Stock Provisions
Dividend rate			0.1793	0.1793
Liquidation preference per share				2.2408
Series C redeemable preferred stock
Preferred Stock Provisions
Dividend rate			0.4376	0.4376
Liquidation preference per share				5.4703
Series P redeemable preferred stock
Preferred Stock Provisions
Dividend rate			$ 0.80
Liquidation preference per share				$ 10.00

Stockholders Equity and Mezzanine Equity - Common Stock (Details) - $ / shares	Aug. 05, 2022	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized		110,000,000	110,000,000
Common stock, issued		3,187,500	3,187,500
Common stock, outstanding		3,187,500	3,187,500
Wag Labs, Inc.
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized		77,808,512	43,763,126	43,763,126
Common stock, issued		6,317,897	6,297,398	5,629,095
Common stock, outstanding		6,317,897	6,297,398	5,629,095

Stockholders' Equity and Mezzanine Equity - Common Stock Reserved for Future Issuance (Details) - Wag Labs, Inc. - shares	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Common Stock Reserved for Future Issuance
Redeemable preferred stock, authorized	29,295,386	24,545,386	24,545,386
Common stock option plan:
Options outstanding	7,540,964	7,580,496	7,383,320
Options available for future grants	110,966	91,933	492,324
Common warrants	91,310	91,310	91,310
Total	37,038,626	32,309,125	32,512,340
Series Seed redeemable preferred stock
Common Stock Reserved for Future Issuance
Redeemable preferred stock, authorized	4,502,881	4,502,881	4,502,881
Series A redeemable preferred stock
Common Stock Reserved for Future Issuance
Redeemable preferred stock, authorized	6,072,815	6,072,815	6,072,815
Series B redeemable preferred stock
Common Stock Reserved for Future Issuance
Redeemable preferred stock, authorized	6,694,033	6,694,033	6,694,033
Series C redeemable preferred stock
Common Stock Reserved for Future Issuance
Redeemable preferred stock, authorized	7,275,657	7,275,657	7,275,657
Series P redeemable preferred stock
Common Stock Reserved for Future Issuance
Redeemable preferred stock, authorized	4,750,000	4,750,000

Stockholders' Equity and Mezzanine Equity - Stock Option Plan (Details) - Wag Labs, Inc. - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Number of Options
Outstanding beginning		7,580,496		7,383,320	7,580,496	7,383,320	7,383,320
Outstanding ending	7,540,964				7,540,964		7,580,496	7,383,320
Weighted- average grant date fair value
Granted							$ 0.03	$ 0.06
Total stock-based compensation expense	$ 40,000	$ 54,000	$ 61,000	$ 61,000	$ 94,000	$ 122,000	$ 222,000	$ 285,000
Weighted-Average Remaining Contractual Life (Years)							8 years 2 months 12 days	9 years 21 days
Vested and Exercisable							$ 5,247,785	$ 3,613,661
Aggregate intrinsic value of options outstanding and exercisable							1,200,000	204,000
Intrinsic value of options exercised							0	$ 0
Aggregate stock compensation expense remaining to be amortized							$ 200,000
Stock compensation expense expected to be recognized over a weighted average period							1 year 10 months 13 days
Options
Weighted- average grant date fair value
Expected dividend yield							0.00%	0.00%
Volatility (%)							57.93%	54.25%
Volatility (%)							59.49%	57.73%
Risk-free interest rate (%)							0.71%	0.32%
Risk-free interest rate (%)							1.55%	0.95%
Operations and support
Weighted- average grant date fair value
Total stock-based compensation expense	9,000		9,000		18,000	18,000	$ 36,000	$ 32,000
Sales and marketing
Weighted- average grant date fair value
Total stock-based compensation expense	2,000		4,000		5,000	8,000	11,000	9,000
General and administrative
Weighted- average grant date fair value
Total stock-based compensation expense	$ 29,000		$ 48,000		$ 71,000	$ 96,000	$ 175,000	$ 244,000
Maximum \| Options
Weighted- average grant date fair value
Expected term							9 years 11 months 19 days	10 years
Minimum \| Options
Weighted- average grant date fair value
Expected term							5 years 2 months 12 days	5 years 6 months 29 days
0.09
Number of Options
Outstanding beginning		6,199,710		6,512,000	6,199,710	6,512,000	6,512,000
Outstanding ending							6,199,710	6,512,000
Weighted average exercise price
Outstanding, beginning		$ 0.09		$ 0.09	$ 0.09	$ 0.09	$ 0.09
Outstanding, ending							$ 0.09	$ 0.09
Weighted- average grant date fair value
Weighted-Average Remaining Contractual Life (Years)							8 years 2 months 16 days	9 years 2 months 9 days
Vested and Exercisable							$ 4,294,192	$ 2,908,482
0.16
Number of Options
Outstanding beginning		321,061			321,061
Outstanding ending							321,061
Weighted average exercise price
Outstanding, beginning		$ 0.16			$ 0.16
Outstanding, ending							$ 0.16
Weighted- average grant date fair value
Weighted-Average Remaining Contractual Life (Years)							9 years 1 month 28 days
Vested and Exercisable							$ 201,631
0.26
Number of Options
Outstanding beginning		254,100			254,100
Outstanding ending							254,100
Weighted average exercise price
Outstanding, beginning		$ 0.26			$ 0.26
Outstanding, ending							$ 0.26
Weighted- average grant date fair value
Weighted-Average Remaining Contractual Life (Years)							9 years 11 months 19 days
0.86
Number of Options
Outstanding beginning		6,025		6,025	6,025	6,025	6,025
Outstanding ending							6,025	6,025
Weighted average exercise price
Outstanding, beginning		$ 0.86		$ 0.86	$ 0.86	$ 0.86	$ 0.86
Outstanding, ending							$ 0.86	$ 0.86
Weighted- average grant date fair value
Weighted-Average Remaining Contractual Life (Years)							5 years 2 months 12 days	6 years 2 months 12 days
Vested and Exercisable							$ 6,025	$ 6,025
2.17
Number of Options
Outstanding beginning		24,282		24,282	24,282	24,282	24,282
Outstanding ending							24,282	24,282
Weighted average exercise price
Outstanding, beginning		$ 2.17		$ 2.17	$ 2.17	$ 2.17	$ 2.17
Outstanding, ending							$ 2.17	$ 2.17
Weighted- average grant date fair value
Weighted-Average Remaining Contractual Life (Years)							5 years 7 months 24 days	6 years 7 months 24 days
Vested and Exercisable							$ 24,282	$ 24,282
2.78
Number of Options
Outstanding beginning		544,009		607,143	544,009	607,143	607,143
Outstanding ending							544,009	607,143
Weighted average exercise price
Outstanding, beginning		$ 2.78		$ 2.78	$ 2.78	$ 2.78	$ 2.78
Outstanding, ending							$ 2.78	$ 2.78
Weighted- average grant date fair value
Weighted-Average Remaining Contractual Life (Years)							7 years 4 months 6 days	8 years 3 months 3 days
Vested and Exercisable							$ 490,346	$ 441,002
2.96
Number of Options
Outstanding beginning		231,309		233,870	231,309	233,870	233,870
Outstanding ending							231,309	233,870
Weighted average exercise price
Outstanding, beginning		$ 2.96		$ 2.96	$ 2.96	$ 2.96	$ 2.96
Outstanding, ending							$ 2.96	$ 2.96
Weighted- average grant date fair value
Weighted-Average Remaining Contractual Life (Years)							6 years 9 months 10 days	7 years 8 months 19 days
Vested and Exercisable							$ 231,309	$ 233,870
2014 Plan
Stock Option Plan
Vesting period (in years)					4 years		4 years
Expiration period (in years)					10 years		10 years
Number of Options
Outstanding beginning		7,580,496		7,383,320	7,580,496	7,383,320	7,383,320	3,930,520
Granted							628,302	6,662,863
Exercised					(20,499)		(29,061)	(21,917)
Cancelled/forfeited					(19,033)		(402,065)	(3,188,146)
Outstanding ending	7,540,964				7,540,964		7,580,496	7,383,320
Weighted average exercise price
Outstanding, beginning		$ 0.39		$ 0.41	$ 0.39	$ 0.41	$ 0.41	$ 2.89
Granted							0.20	0.09
Exercised					0.12		0.09	0.29
Cancelled/forfeited					0.70		0.54	2.80
Outstanding, ending	$ 0.39				0.39		0.39	0.41
Weighted- average grant date fair value
Outstanding, beginning		$ 0.13		$ 0.20	0.13	$ 0.20	0.20	1.41
Granted							0.03	0.06
Exercised					0.04		0.04	0.16
Cancelled/forfeited					0.29		0.27	1.40
Outstanding, ending	$ 0.14				$ 0.14		$ 0.13	$ 0.20

Stockholders' Equity and Mezzanine Equity - Restricted Stock (Details) - Wag Labs, Inc. - Restricted Stock [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Number of Shares
Unvested at beginning	174,154
Grants	0	174,154
Vested	0
Forfeited	0
Unvested at ending	174,154	174,154
Weighted Average Grant Date Fair Value
Unvested at beginning	$ 0.21
Grants	0	$ 0.21
Vested	0
Forfeited	0
Unvested at ending	$ 0.21	$ 0.21

Stockholders' Equity and Mezzanine Equity - Restricted Stock Paragraphs (Details) - Wag Labs, Inc. - Restricted Stock [Member] - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Restricted Stock
Unrecognized expense related to unvested restricted stock	$ 12	$ 14		$ 0
Outstanding	174,154	174,154	0

Stockholders' Equity and Mezzanine Equity - Common stock warrants (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021	Sep. 01, 2021	Dec. 31, 2020	Jan. 31, 2019	Dec. 31, 2018
Number of warrants to purchase common stock		16,738,636	16,738,636
Weighted average exercise price for the warrants			$ 11.50
Wag Labs, Inc.
Number of warrants to purchase common stock	91,310	91,310		91,310	91,310	91,310
Weighted average exercise price for the warrants	$ 1.54	$ 1.54		$ 1.54	$ 1.54	$ 1.54
Term of warrants (in years)					10 years	10 years

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Wag Labs, Inc.
Provision or benefit for income taxes	$ 13	$ 4	$ 13	$ 4	$ (793)	$ 13

- Definition

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

+ References + Details

Earnings (loss) per share (Details) - USD ($)	3 Months Ended					6 Months Ended			12 Months Ended
Earnings (loss) per share (Details) - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Net loss attributable to common stockholders	$ (1,391,964)	$ (2,171,947)	$ (4,239)		$ (11,634)	$ (3,563,911)	$ (15,873)			$ (829,563)
Wag Labs, Inc.
Net loss attributable to common stockholders	$ (1,090,000)	$ (2,350,000)	$ (2,434,000)	$ (2,708,000)		$ (3,440,000)		$ (5,141,000)	$ (6,311,000)		$ (18,839,000)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic	6,305,282		5,638,678			6,301,362		5,636,666	5,908,062		5,623,515
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted	6,305,282		5,638,678			6,301,362		5,636,666	5,908,062		5,623,515
Net income (loss) per share attributable to common stockholders, basic	$ (0.17)		$ (0.43)			$ (0.55)		$ (0.91)	$ (1.07)		$ (3.35)
Net income (loss) per share attributable to common stockholders, diluted	$ (0.17)		$ (0.43)			$ (0.55)		$ (0.91)	$ (1.07)		$ (3.35)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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

+ References

+ Details

Earnings (loss) per share - Computation of diluted net loss per share attributable to common stockholders (Details) - shares	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	16,738,636
Wag Labs, Inc.
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	33,451,814	32,502,757	32,391,346	32,020,016
Wag Labs, Inc. \| Series Seed redeemable preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,502,881	4,502,881	4,502,881	4,502,881
Wag Labs, Inc. \| Series A redeemable preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6,072,815	6,072,815	6,072,815	6,072,815
Wag Labs, Inc. \| Series B redeemable preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6,694,033	6,694,033	6,694,033	6,694,033
Wag Labs, Inc. \| Series C redeemable preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	7,275,657	7,275,657	7,275,657	7,275,657
Wag Labs, Inc. \| Series P redeemable preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,100,000
Wag Labs, Inc. \| 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, Amount	7,715,118	7,866,061	7,754,650	7,383,320
Wag Labs, Inc. \| Warrants Issued And Outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	91,310	91,310	91,310	91,310

Subsequent Events - Business Combination (Details) - USD ($)	Aug. 09, 2022	Aug. 05, 2022	Jun. 30, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Aggregate redemption amount		$ 96,192,551.15
Subsequent Events.
Subsequent Event [Line Items]
Aggregate redemption amount	$ 95,939,700
Business Combination Agreement \| Subsequent Events.
Subsequent Event [Line Items]
Number of shares redeemed	9,593,970
Common stock, par value	$ 0.0001
Redemption price	$ 10.00
Aggregate redemption amount	$ 96,200,000
Net proceeds	5,300,000
Amount placed in escrow	23,900,000
Business Combination Agreement \| Subsequent Events. \| Secured Note
Subsequent Event [Line Items]
Proceeds from notes	29,400,000
Business Combination Agreement \| Subsequent Events. \| PIPE and Backstop Investors
Subsequent Event [Line Items]
Proceeds from notes	$ 5,000,000

Subsequent Events - Conversion (Details)				3 Months Ended	6 Months Ended	12 Months Ended
Subsequent Events - Conversion (Details)	Aug. 09, 2022 USD ($) Lender $ / shares shares	Aug. 05, 2022 $ / shares shares	Jan. 18, 2021 USD ($) shares	Mar. 31, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares
Subsequent Event [Line Items]
Common stock, par value \| $ / shares		$ 0.0001			$ 0.0001	$ 0.0001
Exchange ratio					0.97
Number of shares converted					1,100,000
Issuance of Ordinary shares to Sponsor (in shares)		9,593,970
Price per share \| $ / shares						$ 10.00
Issuance of Ordinary shares to Sponsor \| $				$ 25,001		$ 25,000
Officers and directors
Subsequent Event [Line Items]
Number of shares common stock					300,000
Founder Shares
Subsequent Event [Line Items]
Common stock, par value \| $ / shares					$ 0.0001	$ 0.0001
Issuance of Ordinary shares to Sponsor \| $					$ 6,750	$ 6,750
Founder Shares \| Sponsor
Subsequent Event [Line Items]
Issuance of Ordinary shares to Sponsor (in shares)			2,875,000
Issuance of Ordinary shares to Sponsor \| $			$ 25,000
Subsequent Events. \| Business Combination Agreement
Subsequent Event [Line Items]
Common stock, par value \| $ / shares	$ 0.0001
Exchange ratio	0.97
Common warrants	91,130
Number of lenders \| Lender	2
Number of shares converted	1,100,000
Conversion ratio	1
Issuance of Ordinary shares to Sponsor (in shares)	500,000
Price per share \| $ / shares	$ 10.00
Issuance of Ordinary shares to Sponsor \| $	$ 5,000,000
Number of shares cancelled in maximum redemption scenario	13,327
Number of shares common stock	300,000
Number of shares cancelled in connection with Business Combination	20,000

Subsequent Events - Forward Purchase Agreement (Details) - USD ($)	Aug. 05, 2022	Jun. 30, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Subsequent Events. \| Forward Purchase Agreement
Subsequent Event [Line Items]
Amount placed in escrow	$ 24,651,793
Maximum number of aggregate shares to be purchased	2,393,378
Shares Purchase Price	$ 10.30
Notification term prior to the three-month anniversary of Closing Date	5 days
Price of early sale share sold in early sale	$ 10.30
Subsequent Events. \| Forward Purchase Agreement \| Investors
Subsequent Event [Line Items]
Maximum number of aggregate shares to be purchased	2,393,378
Common stock, par value	$ 0.0001
Shares Purchase Price	$ 10.30
Notice term for entity and escrow agent in the event of early sale	3 days
Term after which the escrow agent shall release all remaining funds from escrow account for use without restriction	3 months

Subsequent Events - Blue Torch Financing Agreement (Details) $ in Thousands	Aug. 09, 2022 USD ($)
Subsequent Events. \| Blue Torch Financing Agreement \| Senior secured term loan credit facility
Subsequent Event [Line Items]
Loan proceeds	$ 32,170

Subsequent Events - Earnout Shares (Details) - $ / shares	Aug. 09, 2022	Jun. 30, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Common stock, outstanding		3,187,500	3,187,500
Subsequent Events. \| Earnout Shares
Subsequent Event [Line Items]
Common stock, outstanding	10,000,000
Term from effective merger date for issuance of shares	3 years
Share price target one	$ 12.50
Share price target two	15.00
Share price target three	$ 18.00
Subsequent Events. \| Management Earnout Shares
Subsequent Event [Line Items]
Common stock, outstanding	5,000,000

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 11, 2021
CURRENT ASSETS
Cash	$ 168,249		$ 687,581
Due from Related Party	68,591		68,591
Prepaid expenses and other assets	317,250		286,687
Total current assets	554,090		1,042,859
Prepaid expenses - non current	48,048		191,429
Marketable securities held in Trust Account	125,190,736		125,002,997
Total assets	125,792,874		126,237,285
CURRENT LIABILITIES
Accrued and other expenses	3,621,318
Accounts payable	81,513		583,331
Total current liabilities	3,702,831		583,331
Deferred underwriting fee payable	4,375,000		4,375,000
Total liabilities	8,077,831		4,958,331
COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE ORDINARY SHARES
Carrying Amount	125,190,736		125,000,000
SHAREHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value, 77,808,512 and 43,763,126 shares authorized, 6,317,897 and 6,297,398 outstanding at June 30, 2022 and December 31, 2021, respectively	318		318
Accumulated deficit	(7,476,011)		(3,721,364)
Total stockholders' deficit	(7,475,693)	$ (5,892,993)	(3,721,046)	$ 9,128	$ 13,367	$ 0
Total liabilities, mezzanine equity and stockholders' deficit	$ 125,792,874		$ 126,237,285

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Aug. 05, 2022	Jun. 30, 2022	Dec. 31, 2021
Condensed Consolidated Balance Sheets
Preferred stock, par value, (per share)		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares authorized		110,000,000	110,000,000
Common shares, shares issued		3,187,500	3,187,500
Common shares, shares outstanding		3,187,500	3,187,500
Temporary Equity, Shares Issued		12,500,000	12,500,000
Temporary Equity, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Redemption price per share	$ 10.03	$ 10.00	$ 10.00

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
OPERATING EXPENSES
General and administrative	$ 1,569,501		$ 4,239		$ 3,751,650	$ 15,873	$ 832,564
Total expenses	1,569,501		4,239		3,751,650	15,873	832,564
OTHER INCOME
Interest income on investments held in Trust Account	177,537				187,739		3,001
Total other income	177,537				187,739		3,001
Net loss	$ (1,391,964)	$ (2,171,947)	$ (4,239)	$ (11,634)	$ (3,563,911)	$ (15,873)	$ (829,563)
Redeemable Ordinary Shares
OTHER INCOME
Weighted-average shares, Basic	12,500,000				12,500,000		4,284,703
Weighted-average shares, Diluted	12,500,000				12,500,000		4,284,703
Net loss per share, Basic	$ (0.09)				$ (0.23)		$ (0.11)
Net loss per share, Diluted	$ (0.09)				$ (0.23)		$ (0.11)
Non-redeemable Ordinary Shares
OTHER INCOME
Weighted-average shares, Basic	3,187,500		3,162,500		3,187,500	3,162,500	3,171,069
Weighted-average shares, Diluted	3,187,500		3,162,500		3,187,500	3,162,500	3,171,069
Net loss per share, Basic	$ (0.09)		$ 0.00		$ (0.23)	$ (0.01)	$ (0.11)
Net loss per share, Diluted	$ (0.09)		$ 0.00		$ (0.23)	$ (0.01)	$ (0.11)

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the end at Mar. 31, 2021	$ 288	$ 24,713	$ (11,634)	$ 13,367
Balance at the end (in shares) at Mar. 31, 2021	2,875,000
Balance at the end at Jun. 30, 2021	$ 288	24,713	(15,873)	9,128
Balance at the end (in shares) at Jun. 30, 2021	2,875,000
Balance at the end at Dec. 31, 2021	$ 318	0	(3,721,364)	(3,721,046)
Balance at the end (in shares) at Dec. 31, 2021	3,187,500
Balance at the beginning at Jan. 11, 2021	$ 0	0	0	0
Balance at the beginning (in shares) at Jan. 11, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Ordinary shares to Sponsor	$ 288	24,713		25,001
Issuance of Ordinary shares to Sponsor (in shares)	2,875,000
Net Loss			(11,634)	(11,634)
Balance at the end at Mar. 31, 2021	$ 288	24,713	(11,634)	13,367
Balance at the end (in shares) at Mar. 31, 2021	2,875,000
Balance at the beginning at Jan. 11, 2021	$ 0	0	0	0
Balance at the beginning (in shares) at Jan. 11, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss				(15,873)
Balance at the end at Jun. 30, 2021	$ 288	24,713	(15,873)	9,128
Balance at the end (in shares) at Jun. 30, 2021	2,875,000
Balance at the beginning at Jan. 11, 2021	$ 0	0	0	0
Balance at the beginning (in shares) at Jan. 11, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Ordinary shares to Sponsor	$ 316	24,684		25,000
Issuance of Ordinary shares to Sponsor (in shares)	3,162,500
Sale of private placement warrants (net of offering costs)		4,213,632		4,213,632
Proceeds from issuance of Public Warrant (net of offering Costs)		15,605,934		15,605,934
Issuance of representative shares	$ 6	460,119		460,125
Issuance of representative shares (in Shares)	62,500
Accretion to Non-Redeemable Ordinary shares to redemption value		(20,304,373)	(2,891,801)	(23,196,174)
Forfeiture of founder shares	$ (4)	4
Forfeiture of founder shares (in Shares)	(37,500)
Net Loss			(829,563)	(829,563)
Balance at the end at Dec. 31, 2021	$ 318	0	(3,721,364)	(3,721,046)
Balance at the end (in shares) at Dec. 31, 2021	3,187,500
Balance at the beginning at Mar. 31, 2021	$ 288	24,713	(11,634)	13,367
Balance at the beginning (in shares) at Mar. 31, 2021	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss			(4,239)	(4,239)
Balance at the end at Jun. 30, 2021	$ 288	24,713	(15,873)	9,128
Balance at the end (in shares) at Jun. 30, 2021	2,875,000
Balance at the beginning at Dec. 31, 2021	$ 318	0	(3,721,364)	(3,721,046)
Balance at the beginning (in shares) at Dec. 31, 2021	3,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss			(2,171,947)	(2,171,947)
Balance at the end at Mar. 31, 2022	$ 318		(5,893,311)	(5,892,993)
Balance at the end (in shares) at Mar. 31, 2022	3,187,500
Balance at the beginning at Dec. 31, 2021	$ 318	$ 0	(3,721,364)	(3,721,046)
Balance at the beginning (in shares) at Dec. 31, 2021	3,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Ordinary shares to Sponsor	$ 5,000,000
Net Loss				(3,563,911)
Balance at the end at Jun. 30, 2022	$ 318		(7,476,011)	(7,475,693)
Balance at the end (in shares) at Jun. 30, 2022	3,187,500
Balance at the beginning at Mar. 31, 2022	$ 318		(5,893,311)	(5,892,993)
Balance at the beginning (in shares) at Mar. 31, 2022	3,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement for Ordinary shares to redemption value			(190,736)	(190,736)
Net Loss			(1,391,964)	(1,391,964)
Balance at the end at Jun. 30, 2022	$ 318		$ (7,476,011)	$ (7,475,693)
Balance at the end (in shares) at Jun. 30, 2022	3,187,500

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended		12 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss	$ (3,563,911)	$ (15,873)	$ (829,563)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Interest income on investments held in Trust Account	(187,739)		(2,997)
Increase (Decrease) in Operating Capital [Abstract]
Prepaid expenses and other assets	112,818		(478,116)
Accrued and other expenses	3,621,318
Due from related party			(68,591)
Accounts payable	(501,818)	4,145	583,330
Net cash used in operating activities	(519,332)	(11,728)	(795,937)
Net Cash Provided by (Used in) Investing Activities [Abstract]
Net cash (used in) provided by investing activities			(125,000,000)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Proceeds from Initial public offering, net of underwriting fee			122,812,500
Proceeds from issuance of ordinary shares to Sponsor			25,000
Proceeds from common stock subject to redemption
Payment of offering costs		(35,162)	(592,618)
Proceeds from sponsor note		67,000
Net cash provided by financing activities		31,838	126,483,518
NET CHANGE IN CASH	(519,332)	20,110	687,581
Cash, cash equivalents and restricted cash at beginning of period	687,581	0	0
Cash, cash equivalents and restricted cash at end of period	168,249	20,110	687,581
Supplemental disclosure of noncash activities:
Initial value of ordinary shares subject to possible redemption			125,000,000
Deferred underwriting commissions payable charged to additional paid in capital			$ 4,375,000
Deferred offering costs paid directly by related party note		40,297
Deferred offering costs included in accrued offering costs		55,218
Payment of deferred offering costs by the Sponsor in exchange for the issuance Ordinary Shares		$ 25,000
Remeasurement of Ordinary shares subject to possible redemption	$ 190,736

Description of Organization and Business Operations and Liquidity

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Description of Organization and Business Operations and Liquidity

Description of Organization and Business Operations and Liquidity

Note 1 — Description of Organization and Business Operations and Liquidity

CHW Acquisition Corporation (the “Company”, “ CHW”) was incorporated in the Cayman Islands on January 12, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (a “Business Combination”).

Business Combination

On August 9, 2022 (the “Closing Date”), Wag Labs, Inc., a Delaware corporation (“Legacy Wag!” ), CHW and CHW Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of CHW (“Merger Sub”), consummated the closing of the transactions contemplated by the Business Combination Agreement, dated February 2, 2022, by and among Legacy Wag!, CHW, and Merger Sub (the “Business Combination Agreement”), following the approval at an extraordinary general meeting of CHW’s shareholders held on July 28, 2022 (the “Special Meeting”).

Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy Wag! and CHW was effected by the merger of Merger Sub with and into Legacy Wag!, with Legacy Wag! surviving the merger (the “Surviving Entity”) as a wholly owned subsidiary of CHW (the “Merger,” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, on August 5, 2022, CHW was incorporated in State of Delaware and changed its name from CHW Acquisition Corporation to Wag! Group Co. (“Wag!”).

In connection with the Special Meeting and the Business Combination, the holders of 9,593,970 shares of CHW’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), exercised their right to redeem their shares for cash at a redemption price of approximately $10.03 per share, for an aggregate redemption amount of $96,192,551.15.

Conversion and Exchange of Equity in the Business Combination

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 Wag!’s common stock, par value $0.0001 per share (“Common Stock”), at the then-effective conversion rate as calculated pursuant to the 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 Wag!’s common stock equal to the exchange ratio of 0.97 shares of Wag!’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 Wag!’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; (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 Wag!’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 Wag!’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 Closing Date; (viii) immediately prior to the Effective Time, each CHW ordinary share (including any founder shares not forfeited) was converted into shares of Wag!’s common stock; (ix) the cancellation of 343,072 founder warrants held by CHW Acquisition Sponsor LLC (the “Sponsor”) in a maximum redemption scenario in connection with the Business Combination and in accordance with the terms of that certain letter agreement, dated February 2, 2022, by and among the Sponsor, Jonah Raskas, Mark Grundman and CHW (the “CHW Founders Stock Letter”) and the Business Combination Agreement; (x) the issuance of 300,000 Wag! Community Shares that Wag! 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 Business Combination and in accordance with the CHW Founders Stock Letter and the Business Combination Agreement.

Prior to the Business Combination

As of June 30, 2022, the Company had not commenced any operations. All activity from January 12, 2021 (inception) through June 30, 2022, relates to the Company’s formation and initial public offering (“IPO”), which is described below, and, since the offering, the search for a prospective initial Business Combination which closed on August 9, 2022. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generated non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on August 30, 2021. On September 1, 2021, the Company consummated the IPO of 11,000,000 units (the “Units”) with respect to the ordinary shares (the “Ordinary Shares”) included in the units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $110,000,000, which is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the sale of 4,000,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, CHW Acquisition Sponsor, LLC and underwriters generating gross proceeds of $4,000,000, which is described in Note 4.

On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. Accordingly, on September 1, 2021, the Company consummated the sale of an additional 1,500,000 Units to the public, at $10.00 per Unit, and the sale of an additional 238,636 Private Placement Warrants, at $1.00 per Private Placement Warrants, generating total gross proceeds of $15,238,636.

Offering costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $13,130,743, consisting of $2,187,500 of underwriting fees, $4,375,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)), $5,975,625 for the fair value of shares issued to the anchor investors and representative shares (see Note 3 and Note 6) and $592,618 of other costs. As described in Note 6, the $4,375,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by December 1, 2022, subject to the terms of the underwriting agreement. The underwriters received the deferred underwriting fees on August 9, 2022.

Following the closing of the IPO on September 1, 2021, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company’s management has had broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

Risks and Uncertainties

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on

closing a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Liquidity and Capital Resources

As of June 30, 2022, the Company had $168,249 in its operating bank accounts, $125,190,736 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $3,148,741. As of June 30, 2022, approximately $190,736 of the amount deposit in the Trust Account represented interest income.

Subsequent to the consummation of the IPO, our liquidity needs had been satisfied through the use of funds held outside of the Trust Account.

Based on the foregoing, management believes that the cash on hand and the funds which the Company has available following the completion of the Business Combination was sufficient to meet the Company’s needs through the consummation of the Business Combination. The substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements, has been alleviated as a result of the Business Combination consummated subsequently to June 30, 2022.

Note 1 — Description of Organization and Business Operations and Liquidity

CHW Acquisition Corporation (the “Company”, “CHW”) was incorporated in the Cayman Islands on January 12, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2021, the Company had not commenced any operations. All activity from January 12, 2021 (inception) through December 31, 2021 relates to the Company’s formation and initial public offering (“IPO”), which is described below, and, since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on August 30, 2021. On September 1, 2021, the Company consummated the IPO of 11,000,000 units (the “Units”) with respect to the ordinary shares (the “Ordinary Shares”) included in the units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $110,000,000, which is discussed in Note 3.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting

securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants.

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Offering Costs associated with the Initial Public Offering

Concentration of Credit Risk

Fair Value of Financial Instruments

Income Taxes

Ordinary Shares Subject to Possible Redemption

At June 30, 2022, the redeemable ordinary share subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus:
Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption at December 31, 2021	$	125,000,000
Plus:
Accretion of carrying value to redemption value		190,736
Redeemable ordinary shares subject to possible redemption at June 30, 2022	$	125,190,736

Net Loss per Ordinary Share


						For the period January 12,
	For the six months ended					2021 (Inception) to
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,839,770)	$	(724,141)	$	—		(15,873)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.23)	$	(0.23)	$	(0.00)	$	(0.01)


	For the three months ended				For the three months ended
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,109,135)	$	(282,829)	$	—		(4,239)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.09)	$	(0.09)	$	(0.00)	$	(0.00)

Accounting for Warrants

Recent Accounting Pronouncements

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Offering Costs associated with the Initial Public Offering

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Income Taxes

Ordinary Shares Subject to Possible Redemption

Ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

At December 31, 2021, the redeemable ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus: Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption	$	125,000,000

Net Loss per Ordinary Share

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 16,738,636 Ordinary Shares at $11.50 per share were issued on September 1, 2021. At December 31, 2021, no warrants have been exercised. The 16,738,636 potential Ordinary shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary share.


	For the period January 12,
	2021 (inception) through
	December 31,
	2021
	Ordinary Shares		Founder Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(478,012)	$	(351,551)

Denominator:
Weighted average shares outstanding		4,284,703		3,171,069

Basic and dilution net loss per share	$	(0.11)	$	(0.11)

Accounting for Warrants

Recent Accounting Pronouncements

Initial Public Offering and Over-Allotment

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Initial Public Offering and Over-Allotment

Initial Public Offering and Over-Allotment

Note 3 — Initial Public Offering and Over-Allotment

Pursuant to the IPO, the Company sold 11,000,000 units at a price of $10.00 per Unit for aggregate purchase price of $110,000,000. Each Unit consists of one Ordinary Share (such Ordinary Shares included in the Units being offered, the “Public Shares”), and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Ordinary Shares at a price of $11.50 per share, subject to adjustment (see Note 8).

Thirteen qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the Sponsor, the Company’s directors, or any member of the Company’s management (the “anchor investors”), have each purchased units in the IPO at varying amounts not exceeding 9.9% of the units subject to the IPO. Upon each anchor investor purchasing the full amount of Units it had expressed an interest in, the anchor investors collectively own approximately 11% of the outstanding shares following the

IPO, which includes the Founder Shares purchased by the anchor investors, and the Sponsor owns approximately 19% of the outstanding shares following the IPO (see Note 5).

Note 3 — Initial Public Offering and Over-Allotment

Pursuant to the IPO, the Company sold 11,000,000 units at a price of $10.00 per Unit for aggregate purchase price of $110,000,000. Each Unit consists of one Ordinary shares (such shares of Ordinary shares included in the Units being offered, the “Public Shares”), and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement Warrants

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Private Placement Warrants.

Private Placement Warrants

Note 4 — Private Placement Warrants

Concurrently with the closing of the IPO, the Sponsor and underwriter purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $4,000,000. Each whole Private Placement Warrant is exercisable for one whole Ordinary Share at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the Private Placement Warrants at the IPO are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. On September 1, 2021, the Company consummated the sale of an additional 238,636 Private Placement Warrants, at $1.00 per Private Placement Warrant for an aggregate purchase price of $238,636.

Note 4 — Private Placement Warrants

Concurrently with the closing of the IPO, the Sponsor and underwriter purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $4,000,000. Each whole Private Placement Warrant is exercisable for one whole share of Ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the Private Placement Warrants at the IPO are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. On September 1, 2021, the Company consummated the sale of an additional 238,636 Private Placement Warrants, at $1.00 per Private Placement Warrant for an aggregate purchase price of $238,636.

Related Party Transactions

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Related Party Transactions

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

On January 18, 2021, the Sponsor paid $25,000 in exchange for 2,875,000 Ordinary Shares (the “Founder Shares”). On August 30, 2021, the Company effectuated a 1.1-for-1 share split, resulting in an aggregate of 3,162,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 412,500 Ordinary Shares subject to forfeiture by the Sponsor to the extent that the underwriters’ overallotment is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the IPO.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of Ordinary Shares for cash, securities or other property.

In conjunction with each anchor investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO the Sponsor sold 60,000 Founder Shares (or 30,000 Founder Shares, as applicable) to each anchor investor (750,000 founder shares in the aggregate) at their original purchase price totaling to $6,750; provided, however, that in the event that an anchor investor sells any of Units or Ordinary Shares purchased in the IPO within 30 days following the closing of the IPO, the number of Founder Shares transferred to such anchor investor would be reduced to 50,000 Founder Shares (or 25,000 Founder Shares, as applicable). The Company estimated the excess aggregate fair value over the amount paid by the anchor investors of the Founder Shares attributable to the Anchor Investors to be $5,515,500, or $7.362 per share. The excess of the fair value of the Founder Shares over the purchase price of $6,750 was determined to be a contribution to the Company from the founders in accordance with Staff Accounting Bulletin (SAB)Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost were recorded against additional paid in capital in accordance with the accounting of other offering costs. See Note 9 for valuation methodology and assumptions of the Founder Shares.

Promissory Note — Related Party

On January 18, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. As of June 30, 2022, there was no amount outstanding under the Promissory Note.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans.

Due from related party

As of June 30, 2022, the Sponsor held $68,591 from the closing of the IPO to be deposited as soon as practical to the Company’s operating account. Such amount was subsequently forgiven as due on the Closing Date, pursuant to the Business Combination Agreement.

Administrative Services Fee

The Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. For the period January 12, 2021 (inception) through June 30, 2022, for six months ended June 30, 2022, and June 30, 2021, $100,000, $60,000 and $0 respectively have been paid under this arrangement.

Note 5 — Related Party Transactions

Founder Shares

On January 18, 2021, the Sponsor paid $25,000 in exchange for 2,875,000 ordinary shares (the “Founder Shares”). On August 30, 2021, the Company effectuated a 1.1-for-1 share split, resulting in an aggregate of 3,162,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 412,500 ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ overallotment is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the IPO.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the shares of Ordinary shares equals or exceeds $12.50 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Ordinary Shares for cash, securities or other property.

In conjunction with each anchor investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO the Sponsor sold 60,000 Founder Shares (or 30,000 Founder Shares, as applicable) to each anchor investor (750,000 founder shares in the aggregate) at their original purchase price totalling to $6,750; provided, however, that in the event that an anchor investor sells any of Units or Ordinary Shares purchased in the IPO within 30 days following the closing of the IPO, the number of Founder Shares transferred to such anchor investor would be reduced to 50,000 Founder Shares (or 25,000 Founder Shares, as applicable). The Company estimated the excess aggregate fair value over the amount paid by the anchor investors of the Founder Shares attributable to the Anchor Investors to be $5,515,500, or $7.362 per share. The excess of the fair value of the Founder Shares over the purchase price of $6,750 was determined to be a contribution to the Company from the founders in accordance with Staff Accounting Bulletin (SAB)Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost were recorded against additional paid in capital in accordance with the accounting of other offering costs. Please see Note 9 for valuation methodology and assumptions of the Founder Shares.

Promissory Note — Related Party

On January 18, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. As of December 31, 2021, there was no amount outstanding under the Promissory Note.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans.

Due from related party

As of December 31, 2021, the Sponsor held $68,591 from the closing of the IPO that will be deposited as soon as practical from the Company’s operating account.

Administrative Services Fee

The Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. As of December 31, 2021, $40,000 has been paid under this arrangement.

Commitments and Contingencies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Commitments and Contingencies

Commitments and Contingencies

Note 6 — Commitments and Contingencies

We received two private demand letters from purported shareholders in connection with the proposed de-SPAC transaction between CHW and WAG Labs, Inc. The demand letters seek certain supplemental disclosures and threaten to assert claims under the federal securities laws against CHW and its board of directors if the disclosures are not made. As of this date, no litigation has been filed.

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Ordinary Shares) pursuant to a registration rights agreement dated September 1, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,650,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

The underwriters were paid a cash underwriting discount of $0.175 per unit, or $2,187,500 in the aggregate at the closing of the IPO (which includes amounts related to the partial exercise of the over-allotment option). In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per unit, or $4,375,000 in the aggregate from the closing of the IPO ((which includes amounts related to the partial exercise of the over-allotment option). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. See Note 10 for closing of Business Combination.

Advisory Fees

On March 28, 2022, the Company entered into an agreement with an MKM Partners for strategic and capital markets advisory services, pursuant to which the Company will pay the MKM Partners a fee of $300,000 contingent upon the consummation of the Business Combination (please see Note 1 above).

On April 18, 2022, the Company entered into an agreement with Roth Capital Partners, LLC pursuant to which the Roth Capital Partners will receive a contingent fee of $400,000, if the transaction closes during the term specified by the agreement, which shall commence on the date executed by the signatories below and shall continue until terminated by either party upon thirty (30) days’ prior written notice to the other party) or the twelve (12) month period following any termination of this Agreement.

On May 6, 2022, the Company entered into an agreement with D.A Davidson & Co. to render financial advisory and investment banking services in connection with the Company’s business combination with Wag Labs, Inc (see Note 1 above). The agreement calls for D.A. Davidson & Co. to receive a contingent fee of $550,000, payable upon closing the transaction.

On November 10, 2021 the company engaged Oppenheimer & Co. Inc. (“Oppenheimer”) to serve as the non-exclusive lead placement agent for the proposed private placement of the Company’s securities, which could have taken the form of common stock, convertible or non-convertible preferred stock, convertible or non-convertible debt, and potentially warrants, to a limited number of sophisticated investors in connection with the Company’s proposed initial business combination with Wag!. The Company and Oppenheimer were to mutually agree to the number of securities sold to each investor.

The agreement with Oppenheimer called for a fee due to Oppenheimer to be equal to the sum of (i) 6.0% of the portion of gross proceeds up to and including $50 million and (ii) 4.0% of the portion of gross proceeds in excess of $50 million. Oppenheimer was to receive no less than 50.0% of the fee. Also, regardless of whether the Company consummated the placement deal, the Company agreed to pay, or reimburse if paid by Oppenheimer: (i) all reasonable and documented out-of-pocket costs and expenses incident to the placement deal and (ii) all of the Oppenheimer’s reasonable and documented out-of-pocket costs and expenses incurred in connection with Oppenheimer’s engagement.

During the period from November 11, 2021 through December 14, 2021, Oppenheimer led a PIPE investment process where its representatives went out to investors from Oppenheimer’s network and CHW’s network to raise capital in connection with the potential business combination. CHW received several offers of $30 million or more from this process, in the form of equity financing, but ultimately determined these offers were not in the best interest of CHW’s investors and the best long-term interests of CHW. Oppenheimer did not incur any expenses up to the date and hence no amounts were accrued by the Company. No other contingent liabilities amounts were to be accrued from the arrangement.

See Note 10 for subsequent events related to advisor agreements entered into, after June 30, 2022.

Representative Shares

In September 2021, the Company issued to the designees of the underwriter 62,500 Ordinary Shares (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the IPO, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of the Representative Shares to be $7.362 per share ($460,125 in the aggregate) based upon the price of the Founder Shares issued to the anchor investors (see Note 5). The holders of the Representative Shares have agreed not to transfer, assign, or sell any such shares until the completion of a Business Combination. In addition, the

holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

See Note 9 for valuation methodology and assumptions of the Representative Shares.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Ordinary shares) pursuant to a registration rights agreement dated September 1, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Representative Shares

In September 2021, the Company issued to the designees of the underwriter 62,500 ordinary shares (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the IPO, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of the Representative Shares to be $7.362 per share ($460,125 in the aggregate) based upon the price of the Founder Shares issued to the anchor investors (see Note 5). The holders of the Representative Shares have agreed not to transfer, assign, or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

Please see Note 9 for valuation methodology and assumptions of the Representative Shares.

Shareholders' Deficit

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Stockholders' Equity and Mezzanine Equity

Shareholders' Deficit

Note 7 - Shareholders’ Deficit

Preference Shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, there were no preference shares issued or outstanding.

- Definition

+ References

+ Details

Warrants

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Warrants.

Warrants

Note 8 - Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the offer and sale of the Ordinary Shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of the Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating to such Ordinary Shares. Notwithstanding the foregoing, if a registration statement covering the offer and sale of the Ordinary Shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, to each warrant holder; 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 and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

If the Company calls the Public 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 Ordinary Shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Ordinary Shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.50 per Public Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

The Company has determined that warrants issued in connection with its IPO in September 2021 are subject to treatment as equity. In order to account for the fair value of the public warrants issued in the IPO, the Company used Black Scholes Model to allocate the proceeds to the Public warrants relating to the IPO. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable ‘blank check’ companies that recently went public in 2020 and 2021. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five-year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021.


	September 1, 2021
Share Price	$	10.00
Exercise Price	$	11.50
Redemption Trigger Price	$	16.50
Term (years)		5
Probability of Acquisition		80	%
Volatility		22	%
Risk Free Rate		1.31	%
Dividend Yield		0.00	%

The fair value of the Public Warrants as of September 1, 2021 was $1.32. As of June 30, 2022, the Company has 12,500,000 of Public Warrants and 4,238,636 of Private Warrants outstanding respectively.

Note 8 - Warrants

The Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, to each warrant holder; and

●

If the Company calls the Public 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 ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.50 per Public Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the

case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

The Company has determined that warrants issued in connection with its IPO in September 2021 are subject to treatment as equity. In order to account for the fair value the public warrants on IPO, the Company used Black Scholes Model to allocate cost to Public warrants on IPO. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable 'blank check' companies that recently went public in 2020 and 2021. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five-year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021.


	September 1, 2021
Share Price	$	10.00
Exercise Price	$	11.50
Redemption Trigger Price	$	16.50
Term (years)		5
Probability of Acquisition		80	%
Volatility		22	%
Risk Free Rate		1.31	%
Dividend Yield		0.00	%

The fair value of the Public Warrants as on September 1, 2021, was $1.32. As of December 31, the Company has 12,500,000 of Public Warrants and 4,238,636 of Private Warrants outstanding respectively.

Fair Value Measurements

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

Fair Value Measurements

Note 9 — Fair Value Measurements

Level 4:

Level 5:

Level 6:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Quoted Prices in

Significant Other

June 30, 2022

Active Markets

Observable Inputs

Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investment held in Trust Account

125,190,736

—


		Quoted Prices in		Significant Other	Significant Other
December 31, 2021		Active Markets		Observable Inputs	Unobservable Inputs
Assets:	Level	(Level 1)		(Level 2)	(Level 3)
Investment held in Trust Account	1	$	125,002,997	—	—

The following table provides quantitative information for the founder share valuation.


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%

Note 9 — Fair Value Measurements

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2021, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities.

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Level

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in Trust Account

125,002,997

—

The Company utilized a Monte Carlo simulation model to value the Founder and Representative Shares at issuance. The estimated fair value of the shares is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected term and risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity in line with the timing of the and likelihood of completing a business combination. The common stock price was assumed to fluctuate with the Company projected volatility based on comparable public companies. The term was simulated based on managements assumptions regarding the timing and likelihood of completing a business combination.

The following table provides quantitative information the founder share valuation.


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%

- Definition

+ References + Details

Subsequent Events

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Subsequent Events

Subsequent Events

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events that have occurred other than those mentioned below, that would require adjustments to the disclosures of the unaudited condensed financial statements.

On July 7, 2022, The board of directors of CHW Acquisition Corporation, through an extraordinary general meeting has approved, (i) the domestication of CHW as a Delaware corporation (the “Domestication”) and (ii) the Business Combination Agreement, dated as of February 2, 2022, by and among CHW, Wag Labs, Inc., a Delaware corporation (“Wag!” ),. Wag! is a leading provider of access to pet care services. In connection with the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Company will be renamed “Wag! Group Co.” (referred to herein as “New Wag!”).

On July 14, 2022, the Company entered into an agreement with Chardan Capital Markets to render financial advisory and investment banking services in connection with the Company’s business combination with Wag Labs, Inc. Pursuant to the agreement, Chardan Capital Markets is to receive a contingent fee of $400,000, payable at payable at the earlier of (i) the closing of the Transaction from the closing flow-of-funds or (ii) 14 calendar days after the Company’s shareholder meeting approving the Transaction.

Pursuant to a certain Underwriting Agreement, dated August 30, 2021, by and between Wag! Group Co. (f/k/a CHW Acquisition Corporation the “Company”), and Chardan Capital Markets, LLC (“Chardan”), Chardan holds 56,250 shares (the “Shares”) of common stock, $0.0001 par value per share, of the Company (“Common Stock”). On August 8, 2022, Chardan agreed to forfeit 50,000 Shares upon the consummation of the Company’s initial business combination with Wag Labs, Inc.

On August 5, 2022, the Company entered into Forward Share Purchase Agreements (each, a “Forward Purchase Agreement” and collectively, the “Forward Purchase Agreements”), with each of Milton Arbitrage Partners, LLC, MMCAP International Inc. SPC, Nautilus Master Fund, L.P. and Polar Multi-Strategy Master Fund (each, an “Investor” and collectively, the “Investors”) pursuant to which, on the three month anniversary of the date of the closing of the Company’s Business Combination (as defined below), the Investors may elect to sell and transfer to the Company, and the Company will purchase, in the aggregate up to 2,393,378 shares of common stock of the Company, par value $0.0001 per share (the “Investor Shares”), consisting of shares of common stock then held by the Investors and not sold and repurchased by the Investor since the closing of the Business Combination. The Company will acquire the Investor Shares at a price of $10.30 per share (the “Shares Purchase Price”). In exchange for the Company’s commitment to purchase the Investor Shares on the Put Date, each Investor agreed that it will not request redemption of any of the Investor Shares in conjunction with the Company’s shareholders’ approval of the Business Combination, or tender the Investor Shares to the Company in response to any redemption or tender offer that the Company may commence for its ordinary shares.

On October 27, 2021, the Company entered into an agreement with Ernst and Young LLP for due diligence services related to the Business Combination, pursuant to which the Company paid Ernst and Young LLP a fee of $155,082 after the consummation of the Business Combination.

On August 9, 2022, the parties to the Business Combination Agreement completed the Business Combination (See Note 1). Holders of 9,593,970 Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.03 per share, for an aggregate redemption amount of approximately $96.2 million. The per share redemption price of approximately $10.03 for public shareholders electing redemption was paid out of the Trust Account.

Note 10 — Subsequent Events

The Company has evaluated subsequent events through the date these financial statements were issued and determined that there were no subsequent events that would require adjustment or disclosure except for the following.

On February 2, 2022, the Company, CHW Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of the Company and Wag Labs, Inc., a Delaware corporation, entered into a Business Combination Agreement.

The Business Combination will be effected in two steps: (i) on the Domestication Closing Date, CHW will domesticate as a Delaware corporation; and (ii) on the Acquisition Closing Date, Merger Sub will merge with and into Wag, with Wag surviving the merger as a wholly owned subsidiary of New Wag.

Concurrently with the Domestication, CHW will adopt and file a certificate of incorporation with the Secretary of State of the State of Delaware, pursuant to which CHW will change its name to Wag! Group Co. and adopt bylaws. At least one business day, but no more than two business days, after the Domestication, and no later than three business days following the satisfaction or waiver of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at the Acquisition Closing, but subject to the satisfaction or waiver of those conditions at such time), the Acquisition Merger will be consummated by the filing of a certificate of merger with the Secretary of State of the State of Delaware.

In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into Subscription Agreements (the “Subscription Agreements”) with qualified institutional buyers (the “PIPE and Backstop Investors”), pursuant to which, among other things, the PIPE and Backstop Investors agreed to purchase an aggregate of 500,000 shares of common stock of CHW following the Domestication and immediately prior to the Acquisition Merger at a cash purchase price of $10.00 per share,

resulting in aggregate proceeds of $5,000,000 million; provided, however, if the PIPE and Backstop Investors acquire shares of common stock of CHW in the open market between the date of the Subscription Agreements and the close of business on the third trading day prior to the special meeting of CHW’s shareholders called in connection with the Business Combination, then the required purchase amount shall be reduced on a share-for-share basis by the number of shares of common stock of CHW so acquired in the open market (the “PIPE and Backstop Investment”).

In connection with the execution of the Business Combination Agreement, on February 2, 2022, the Sponsor, Mark Grundman and Jonah Raskas (collectively, the “CHW Founder Shareholders”) entered into that certain letter agreement (the “CHW Founders Stock Letter”) with CHW and Wag!, pursuant to which, among other things, CHW, Wag!, and the CHW Founder Shareholders agreed, with respect to 360,750 Founder Shares (as defined below) (the “Forfeiture Shares”), during the period commencing on the date of the Business Combination Agreement and ending on the earlier of (A) the date that is three years after the Acquisition Closing, (B) the date on which the Forfeiture Shares are no longer subject to forfeiture, (C) subsequent to the Acquisition Closing, the consummation of a liquidation, merger, share exchange or other similar transaction that results in all of the New Wag! stockholders having the right to exchange their shares for cash, securities or other property, and (D) the valid termination of the Business Combination Agreement, the Sponsor will not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder with respect to, any Forfeiture Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Forfeiture Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clauses (i) or (ii), subject to certain exceptions.

Wag! has delivered to CHW the Stockholder Support Agreement, dated February 2, 2022 (the “Stockholder Support Agreement”), pursuant to which, among other things, the Key Wag! Stockholders, whose ownership interests collectively represent the outstanding Wag! common stock and Wag! preferred stock (voting on an as-converted basis) sufficient to approve the Business Combination on behalf of Wag!, will agree to support the approval and adoption of the transactions contemplated by the Business Combination Agreement, including agreeing to execute and deliver the requisite consent of Wag!’s stockholders holding shares of Wag! common stock and Wag! preferred stock sufficient under the Delaware General Corporation Law and Wag!’s certificate of incorporation and bylaws to approve the Business Combination Agreement and the Business Combination, in the form of a written consent executed by the Key Wag! Stockholders, within 48 hours of the Registration Statement on Form S-4 filed with the SEC in connection with the Business Combination becoming effective. The Stockholder Support Agreement will terminate upon the earliest to occur of (a) the Acquisition Merger Effective Time, (b) the date of the termination of the Business Combination Agreement, and (c) the effective date of a written agreement of CHW, Wag!, and the Wag! stockholders party thereto terminating the Stockholder Support Agreement (the “Expiration Time”). The Key Wag! Stockholders also agreed, until the Expiration Time, to certain transfer restrictions (excluding the Conversion).

In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into a definitive commitment letter (the “Commitment Letter”) with Blue Torch Capital LP (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, the “Debt Financing Sources”), pursuant to which, among other things, the Debt Financing Sources agreed to fund a $30 million senior secured term loan credit facility (the “Credit Facility”). The closing and funding of the Credit Facility will occur in connection with the closing of the transactions contemplated by the Business Combination Agreement, subject to the satisfaction or waiver of the conditions to funding set forth in the Commitment Letter. Upon closing, Wag! will be the primary borrower under the Credit Facility, New Wag! will be a parent guarantor and substantially all of Wag!’s existing and future subsidiaries will be subsidiary guarantors (subject to certain customary exceptions). The Credit Facility will be secured by a first priority security interest in substantially all assets of Wag! and the guarantors (subject to certain customary exceptions).

Summary of Significant Accounting (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Investments Held in Trust Account

Investments Held in Trust Account

Offering Costs associated with the Initial Public Offering

Offering Costs associated with the Initial Public Offering

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Income Taxes

Income Taxes

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

At June 30, 2022, the redeemable ordinary share subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus:
Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption at December 31, 2021	$	125,000,000
Plus:
Accretion of carrying value to redemption value		190,736
Redeemable ordinary shares subject to possible redemption at June 30, 2022	$	125,190,736

Ordinary Shares Subject to Possible Redemption

Ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

At December 31, 2021, the redeemable ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus: Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption	$	125,000,000

Net Loss per Ordinary Share

Net Loss per Ordinary Share


						For the period January 12,
	For the six months ended					2021 (Inception) to
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,839,770)	$	(724,141)	$	—		(15,873)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.23)	$	(0.23)	$	(0.00)	$	(0.01)


	For the three months ended				For the three months ended
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,109,135)	$	(282,829)	$	—		(4,239)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.09)	$	(0.09)	$	(0.00)	$	(0.00)

Net Loss per Ordinary Share

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 16,738,636 Ordinary Shares at $11.50 per share were issued on September 1, 2021. At December 31, 2021, no warrants have been exercised. The 16,738,636 potential Ordinary shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary share.


	For the period January 12,
	2021 (inception) through
	December 31,
	2021
	Ordinary Shares		Founder Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(478,012)	$	(351,551)

Denominator:
Weighted average shares outstanding		4,284,703		3,171,069

Basic and dilution net loss per share	$	(0.11)	$	(0.11)

Accounting for Warrants

Accounting for Warrants

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

Reconciliation of Class A ordinary shares reflected in the condensed balance sheet

At June 30, 2022, the redeemable ordinary share subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus:
Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption at December 31, 2021	$	125,000,000
Plus:
Accretion of carrying value to redemption value		190,736
Redeemable ordinary shares subject to possible redemption at June 30, 2022	$	125,190,736

At December 31, 2021, the redeemable ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus: Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption	$	125,000,000

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]


						For the period January 12,
	For the six months ended					2021 (Inception) to
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,839,770)	$	(724,141)	$	—		(15,873)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.23)	$	(0.23)	$	(0.00)	$	(0.01)


	For the three months ended				For the three months ended
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,109,135)	$	(282,829)	$	—		(4,239)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.09)	$	(0.09)	$	(0.00)	$	(0.00)


	For the period January 12,
	2021 (inception) through
	December 31,
	2021
	Ordinary Shares		Founder Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(478,012)	$	(351,551)

Denominator:
Weighted average shares outstanding		4,284,703		3,171,069

Basic and dilution net loss per share	$	(0.11)	$	(0.11)

Warrants (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Warrants.

Schedule of quantitative information regarding fair value measurements at issuance

The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021.


	September 1, 2021
Share Price	$	10.00
Exercise Price	$	11.50
Redemption Trigger Price	$	16.50
Term (years)		5
Probability of Acquisition		80	%
Volatility		22	%
Risk Free Rate		1.31	%
Dividend Yield		0.00	%

The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021.


	September 1, 2021
Share Price	$	10.00
Exercise Price	$	11.50
Redemption Trigger Price	$	16.50
Term (years)		5
Probability of Acquisition		80	%
Volatility		22	%
Risk Free Rate		1.31	%
Dividend Yield		0.00	%

Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

Quoted Prices in

Significant Other

June 30, 2022

Active Markets

Observable Inputs

Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investment held in Trust Account

125,190,736

—


		Quoted Prices in		Significant Other	Significant Other
December 31, 2021		Active Markets		Observable Inputs	Unobservable Inputs
Assets:	Level	(Level 1)		(Level 2)	(Level 3)
Investment held in Trust Account	1	$	125,002,997	—	—

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Level

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in Trust Account

125,002,997

—

Schedule of quantitative information the founder share valuation

The following table provides quantitative information for the founder share valuation.


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%

Description of Organization and Business Operations (Details)							1 Months Ended	3 Months Ended	6 Months Ended					9 Months Ended	12 Months Ended
	Aug. 09, 2022 USD ($) $ / shares shares	Aug. 05, 2022 USD ($) $ / shares shares	Feb. 02, 2022 USD ($) $ / shares shares	Sep. 01, 2021 USD ($) $ / shares shares	Aug. 30, 2021 USD ($) shares	Jan. 18, 2021 USD ($) shares	Sep. 30, 2021 shares	Mar. 31, 2021 USD ($) shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) item $ / shares shares	Jun. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) M $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) item $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Shares of CHW's ordinary shares \| shares		9,593,970
Common shares, par value, (per share) \| $ / shares		$ 0.0001							$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001			$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Redemption price per share \| $ / shares		$ 10.03							$ 10.00	$ 10.00	$ 10.00	$ 10.00			$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Aggregate redemption amount		$ 96,192,551.15
Conversion of shares of Series P Shares into Wag's common stock \| shares										1,100,000
Aggregate purchase price								$ 25,001									$ 25,000
Condition for future business combination number of businesses minimum											1	1							1	1
Sale of Private Placement Warrants (in shares) \| shares				16,738,636											16,738,636	16,738,636	16,738,636	16,738,636	16,738,636	16,738,636
Proceeds from private placement warrants																	$ 4,238,636
Deferred underwriting fee payable									$ 4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000			$ 4,375,000	$ 4,375,000	4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000
Other offering costs									592,618	592,618	$ 592,618	592,618
Proceeds from Related Party Debt													$ 67,000
Payments for investment of cash in Trust Account																	125,000,000
Condition for future business combination use of proceeds percentage											80								80
Condition for future business combination threshold Percentage Ownership											50								50
Condition for future business combination threshold Net Tangible Assets															$ 5,000,001	$ 5,000,001	5,000,001	5,000,001	$ 5,000,001	5,000,001
Redemption limit percentage without prior consent																			15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)																			100.00%
Maximum Allowed Dissolution Expenses																	100,000
Months to complete acquisition \| M															15
Threshold business days for redemption of public shares																10 days
Cash									168,249	168,249	$ 168,249	168,249			$ 687,581	$ 687,581	687,581	687,581	$ 687,581	687,581
Investments held in trust account									125,190,736	125,190,736	125,190,736	125,190,736			$ 125,002,997	$ 125,002,997	125,002,997	$ 125,002,997	$ 125,002,997	$ 125,002,997
Working Capital									3,148,741								459,528
Amount deposited in trust account represented as income									$ 190,736	$ 190,736	$ 190,736	$ 190,736
Number of shares issued \| shares		9,593,970
Aggregate purchase price								$ 25,001									25,000
Common Stock
Subsidiary, Sale of Stock [Line Items]
Shares of CHW's ordinary shares \| shares								2,875,000										3,162,500
Common shares, par value, (per share) \| $ / shares									$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Class of Warrant or Right, Outstanding \| shares									91,130	91,130	91,130	91,130
Number of shares common stock \| shares									500,000	500,000	500,000	500,000
Purchase price per share \| $ / shares									$ 10.00	$ 10.00	$ 10.00	$ 10.00
Aggregate purchase price								$ 288	$ 5,000,000								316
Number of shares issued \| shares								2,875,000										3,162,500
Aggregate purchase price								$ 288	$ 5,000,000								$ 316
Founder Shares
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share) \| $ / shares									$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001			$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Aggregate purchase price									$ 6,750								$ 6,750
Aggregate purchase price									$ 6,750								$ 6,750
Officers and directors
Subsidiary, Sale of Stock [Line Items]
Number of shares common stock \| shares									300,000	300,000	300,000	300,000
Subsequent Events.
Subsidiary, Sale of Stock [Line Items]
Aggregate redemption amount	$ 95,939,700
Business Combination Agreement \| Subsequent Events.
Subsidiary, Sale of Stock [Line Items]
Shares of CHW's ordinary shares \| shares	500,000
Common shares, par value, (per share) \| $ / shares	$ 0.0001
Redemption price per share \| $ / shares	$ 10.03
Aggregate redemption amount	$ 96,200,000
Class of Warrant or Right, Outstanding \| shares	91,130
Conversion of shares of Series P Shares into Wag's common stock \| shares	1,100,000
Number of shares common stock \| shares	300,000
Aggregate purchase price	$ 5,000,000
Number of shares issued \| shares	500,000
Aggregate purchase price	$ 5,000,000
Business Combination Agreement \| Subsequent Events. \| Credit Facility
Subsidiary, Sale of Stock [Line Items]
Amount of term loan			$ 30,000,000
Business Combination Agreement \| Subsequent Events. \| Founder Shares
Subsidiary, Sale of Stock [Line Items]
Forfeiture Shares \| shares			360,750
Period for forfeiture of shares			3 years
PIPE and Backstop Investors \| Subscription Agreements \| Subsequent Events.
Subsidiary, Sale of Stock [Line Items]
Shares of CHW's ordinary shares \| shares			500,000
Purchase price per share \| $ / shares			$ 10.00
Aggregate purchase price			$ 5,000,000
Number of shares issued \| shares			500,000
Aggregate purchase price			$ 5,000,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Outstanding \| shares									12,500,000	12,500,000	12,500,000	12,500,000			12,500,000	12,500,000	12,500,000	12,500,000	12,500,000	12,500,000
Sale of Private Placement Warrants (in shares) \| shares				1,500,000
Price of warrant \| $ / shares				$ 10.00
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units in initial public offering, net of underwriting discounts and offering costs (in shares) \| shares				11,000,000						11,000,000								11,000,000
Proceeds from issuance initial public offering				$ 110,000,000					$ 110,000,000					$ 110,000,000			$ 110,000,000
Transaction Costs				13,130,743					13,130,743	$ 13,130,743	$ 13,130,743	$ 13,130,743			$ 13,130,743	$ 13,130,743	13,130,743	$ 13,130,743	$ 13,130,743	$ 13,130,743
Underwriting fees				2,187,500					2,187,500	2,187,500	2,187,500	2,187,500			2,187,500	2,187,500	2,187,500	2,187,500	2,187,500	2,187,500
Deferred underwriting fee payable				4,375,000					4,375,000	4,375,000	4,375,000	4,375,000			4,375,000	4,375,000	4,375,000	4,375,000	4,375,000	4,375,000
Other offering costs				592,618											592,618	592,618	592,618	592,618	592,618	592,618
Fair value of shares issued to the anchor investors and representative shares				5,975,625					$ 5,975,625	$ 5,975,625	$ 5,975,625	$ 5,975,625			$ 5,975,625	$ 5,975,625	$ 5,975,625	$ 5,975,625	$ 5,975,625	$ 5,975,625
Contingent deferred underwriting fees payable				4,375,000
Payments for investment of cash in Trust Account				$ 125,000,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares				4,000,000					4,000,000	4,000,000	4,000,000	4,000,000			4,000,000	4,000,000	4,000,000	4,000,000	4,000,000	4,000,000
Price of warrant \| $ / shares				$ 1.00					$ 1.00	$ 1.00	$ 1.00	$ 1.00
Proceeds from private placement warrants				$ 4,000,000					$ 4,000,000
Private Placement [Member] \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares									4,000,000	4,000,000	4,000,000	4,000,000			4,000,000	4,000,000	4,000,000	4,000,000	4,000,000	4,000,000
Price of warrant \| $ / shares									$ 1.00	$ 1.00	$ 1.00	$ 1.00			$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Proceeds from private placement warrants									$ 4,000,000								$ 4,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Shares of CHW's ordinary shares \| shares							62,500
Aggregate purchase price					$ 15,000,000
Sale of Units in initial public offering, net of underwriting discounts and offering costs (in shares) \| shares				1,500,000														1,650,000
Proceeds from issuance initial public offering				$ 15,000,000
Sale of Private Placement Warrants (in shares) \| shares					1,500,000
Proceeds from Issuance of Private Placement				$ 15,238,636
Redemption period upon closure					45 days
Number of shares issued \| shares							62,500
Aggregate purchase price					$ 15,000,000
Over-allotment option \| Founder Shares
Subsidiary, Sale of Stock [Line Items]
Redemption period upon closure					45 days
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares				238,636
Price of warrant \| $ / shares				$ 1.00
Proceeds from private placement warrants				$ 238,636
Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of shares cancellation founder warrants held by sponsor \| shares										343,072
Sponsor \| Founder Shares
Subsidiary, Sale of Stock [Line Items]
Shares of CHW's ordinary shares \| shares						2,875,000
Aggregate purchase price						$ 25,000
Number of shares cancellation founder warrants held by sponsor \| shares										20,000
Number of shares issued \| shares						2,875,000
Aggregate purchase price						$ 25,000

Summary of Significant Accounting Policies (Details)	6 Months Ended	12 Months Ended
Summary of Significant Accounting Policies (Details)	Jun. 30, 2022 USD ($) item shares	Dec. 31, 2021 USD ($) shares	Sep. 01, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)
Cash equivalents	$ 0	$ 0		$ 0
Redeemable preferred stock, outstanding \| shares	12,500,000	12,500,000
Sale of Private Placement Warrants (in shares) \| shares		16,738,636	16,738,636
Exercise price of warrants \| $ / shares			$ 11.50
Number of classes of shares	2	2
Number of warrants exercised \| shares	0	0
Antidilutive securities excluded from computation of earnings per share \| shares	16,738,636
Concentration of Credit Risk	$ 250,000
Deferred underwriting fee payable	4,375,000	$ 4,375,000
Other offering costs	592,618
Unrecognized tax benefits	0	0
Initial Public Offering
Offering costs	13,130,743	13,130,743	$ 13,130,743
Underwriting fees	2,187,500	2,187,500	2,187,500
Deferred underwriting fee payable	4,375,000	4,375,000	4,375,000
Fair value of shares issued to the anchor investors and representative shares	$ 5,975,625	5,975,625	5,975,625
Other offering costs		592,618	$ 592,618
Redeemable Ordinary Shares
Net Income allocable to shares subject to redemption		$ (478,012)

Summary of Significant Accounting Policies - Reconciliation of Ordinary Shares (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Gross proceeds		$ 125,000,000
Less: Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Less: Redeemable shares issuance costs		(6,647,710)
Accretion of carrying value to redemption value	$ 190,736	23,196,174
Total mezzanine equity	$ 125,190,736	$ 125,000,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Founder Shares
Allocation of net loss	$ (282,829)	$ (4,239)	$ (724,141)	$ (15,873)	$ (351,551)
Weighted-average shares, Basic	3,187,500	3,162,500	3,187,500	3,162,500	3,171,069
Weighted-average shares, Diluted	3,187,500	3,162,500	3,187,500	3,162,500	3,171,069
Net loss per share, Basic	$ (0.09)	$ 0.00	$ (0.23)	$ (0.01)	$ (0.11)
Net loss per share, Diluted	$ (0.09)	0.00	$ (0.23)	(0.01)	$ (0.11)
Common Stock
Allocation of net loss	$ (1,109,135)		$ (2,839,770)
Weighted-average shares, Basic	12,500,000		12,500,000
Weighted-average shares, Diluted	12,500,000		12,500,000
Net loss per share, Basic	$ (0.09)	0.00	$ (0.23)	0.00
Net loss per share, Diluted	$ (0.09)	$ 0.00	$ (0.23)	$ 0.00

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Initial Public Offering and Over-Allotment (Details)			6 Months Ended	9 Months Ended	12 Months Ended
Initial Public Offering and Over-Allotment (Details)	Sep. 01, 2021 USD ($) $ / shares shares	Aug. 30, 2021 shares	Jun. 30, 2022 USD ($) item $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) item $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares					$ 10.00
Exercise price of warrants \| $ / shares	$ 11.50
Sale of Private Placement Warrants (in shares)	16,738,636				16,738,636
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	1,500,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	11,000,000		11,000,000		11,000,000
Purchase price, per unit \| $ / shares	$ 10.00		$ 10.00		$ 10.00
Proceeds from issuance initial public offering \| $	$ 110,000,000		$ 110,000,000	$ 110,000,000	$ 110,000,000
Number of shares in a unit			1		1
Number of anchor investors \| item			13		13
Threshold percentage of units purchased by each investor in initial public offering			9.90%		9.90%
Initial Public Offering \| Anchor Investor
Subsidiary, Sale of Stock [Line Items]
Percentage of outstanding shares owned after initial public offering			11.00%		11.00%
Initial Public Offering \| Sponsor
Subsidiary, Sale of Stock [Line Items]
Percentage of outstanding shares owned after initial public offering			19.00%		19.00%
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit			1		1
Number of shares issuable per warrant			1		1
Exercise price of warrants \| $ / shares			$ 11.50		$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,500,000				1,650,000
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds from issuance initial public offering \| $	$ 15,000,000
Number of shares issuable per warrant		1,500,000
Sale of Private Placement Warrants (in shares)		1,500,000
Redemption Period Upon Closure		45 days

Private Placement Warrants (Details) - USD ($)			6 Months Ended	12 Months Ended
Private Placement Warrants (Details) - USD ($)	Sep. 01, 2021	Aug. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	16,738,636			16,738,636
Aggregate purchase price				$ 4,238,636
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)		1,500,000
Number of shares per warrant		1,500,000
Redemption Period Upon Closure		45 days
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	238,636
Price of warrants	$ 1.00
Aggregate purchase price	$ 238,636
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	4,000,000		4,000,000	4,000,000
Price of warrants	$ 1.00		$ 1.00
Aggregate purchase price	$ 4,000,000		$ 4,000,000
Private Placement [Member] \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)			4,000,000	4,000,000
Price of warrants			$ 1.00	$ 1.00
Aggregate purchase price			$ 4,000,000	$ 4,000,000
Number of shares per warrant			1	1
Exercise price of warrants			$ 11.50	$ 11.50

Related Party Transactions - Founder Shares (Details)					1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
Related Party Transactions - Founder Shares (Details)	Aug. 05, 2022 shares	Sep. 01, 2021 USD ($) shares	Aug. 30, 2021 USD ($) shares	Jan. 18, 2021 USD ($) shares	Sep. 30, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $						$ 25,001				$ 25,000
Number of shares issued	9,593,970
Common shares, shares outstanding							3,187,500		3,187,500	3,187,500
Due from Related Party \| $							$ 68,591		$ 68,591	$ 68,591
Over-allotment option
Related Party Transaction [Line Items]
Aggregate purchase price \| $			$ 15,000,000
Number of shares issued					62,500
Number of shares issuable per warrant			1,500,000
Redemption Period Upon Closure			45 days
Aggregate fair value of founder shares attributable to anchor investors \| $					$ 460,125			$ 460,125
Fair value per share of founder shares attributable to anchor investors \| $ / shares					$ 7.362			$ 7.362
Sponsor shares are sold in proposed public offering at their original purchase price
Related Party Transaction [Line Items]
Maximum percentage of allocated units acquired by each investor							100.00%			100.00%
Number of founder shares sold to each anchor investors							60,000			60,000
Alternative number of founder shares sold to each anchor investors as applicable							30,000			30,000
Aggregate number of founder shares sold to anchor investors							750,000			750,000
Threshold period in which anchor investors sells units or shares purchased in proposed public offering							30 days			30 days
Anchor investors sold shares purchased in proposed public offering
Related Party Transaction [Line Items]
Number of founder shares sold to each anchor investors							50,000			50,000
Alternative number of founder shares sold to each anchor investors as applicable							25,000			25,000
Aggregate fair value of founder shares attributable to anchor investors \| $							$ 5,515,500		$ 5,515,500	$ 5,515,500
Fair value per share of founder shares attributable to anchor investors \| $ / shares							$ 7.362		$ 7.362	$ 7.362
Sponsor
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion							6 months			6 months
Due from Related Party \| $							$ 68,591		$ 68,591	$ 68,591
Founder Shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $							$ 6,750			$ 6,750
Stock split ratio			1.1
Common shares, shares outstanding			3,162,500				3,187,500		3,187,500	3,187,500
Threshold number of founder shares subject to forfeiture			412,500
Shares forfeited							37,500		37,500	37,500
Founder Shares \| Over-allotment option
Related Party Transaction [Line Items]
Number of shares issuable per warrant			1,500,000
Redemption Period Upon Closure			45 days
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $				$ 25,000
Number of shares issued				2,875,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%
Shares forfeited		37,500
Value of shares forfeited \| $		$ 0
Aggregate number of shares owned				3,162,500
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares							$ 12.50	$ 12.50
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences							150 days			150 days

Related Party Transactions - Additional Information (Details) - USD ($)	6 Months Ended		12 Months Ended	18 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Jun. 30, 2022	Sep. 30, 2021	Jan. 18, 2021
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note						$ 300,000
Outstanding balance of related party note	$ 0		$ 0	$ 0
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000		10,000
Expenses incurred and paid	60,000	$ 0	40,000	100,000
Related Party Loans
Related Party Transaction [Line Items]
Outstanding borrowings under the Working Capital Loans	0		0	0
Loan conversion agreement warrant	$ 1,500,000		$ 1,500,000	$ 1,500,000	$ 1,500,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant	$ 1.00		$ 1.00	$ 1.00	$ 1.00

Commitments and Contingencies (Details)						1 Months Ended		3 Months Ended	6 Months Ended		12 Months Ended
Commitments and Contingencies (Details)	Aug. 05, 2022 shares	Apr. 18, 2022 USD ($)	Nov. 10, 2021 USD ($)	Sep. 01, 2021 USD ($) $ / shares shares	Aug. 30, 2021 USD ($) shares	Dec. 14, 2021 USD ($)	Sep. 30, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	May 06, 2022 USD ($)	Mar. 28, 2022 USD ($)
Subsidiary, Sale of Stock [Line Items]
Share Price. \| $ / shares									$ 9.50		$ 9.50
Deferred underwriting fee payable									$ 4,375,000		$ 4,375,000
Number of shares issued \| shares	9,593,970
Underwriting cash discount per unit \| $ / shares											$ 0.175
Underwriter cash discount											$ 2,187,500
Aggregate purchase price								$ 25,001			25,000
Proceeds from note payable - related party										$ 67,000
Wag Labs
Subsidiary, Sale of Stock [Line Items]
Underwriting cash discount per unit \| $ / shares									$ 0.175
Underwriter cash discount									$ 2,187,500
MKM Partners \| Wag Labs
Subsidiary, Sale of Stock [Line Items]
Contingent fee payable													$ 300,000
Roth Capital Partners, LLC \| Wag Labs
Subsidiary, Sale of Stock [Line Items]
Contingent fee payable		$ 400,000
Numbers of days prior notice to be given		30 days
Period in which at least notice to be given		12 months
D.A Davidson & Co \| Wag Labs
Subsidiary, Sale of Stock [Line Items]
Contingent fee payable												$ 550,000
Oppenheimer & Co. Inc \| Wag Labs
Subsidiary, Sale of Stock [Line Items]
Portion of gross proceeds paid as fee, up to and including $50 million			4.0
Portion of gross proceeds paid as fee, in excess of $50 million			6.0
Proceeds from note payable - related party			$ 50,000,000
Minimum percent of fee to be paid			50.0
Proceeds from several offers in form of Equity financing						$ 30,000,000
Amounts accrued by the company											0
Contingent Liabilities accrued											$ 0
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares				1,500,000							1,650,000
Share Price. \| $ / shares				$ 10.00
Deferred Fee Per Unit \| $ / shares											$ 0.35
Number of shares issued \| shares							62,500
Fair value per share of founder shares attributable to anchor investors \| $ / shares							$ 7.362
Aggregate fair value of founder shares attributable to anchor investors							$ 460,125
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right \| shares					1,500,000
Redemption period upon closure					45 days
Aggregate purchase price					$ 15,000,000
Over-allotment option \| Wag Labs
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares				1,500,000					1,650,000
Share Price. \| $ / shares				$ 10.00
Deferred Fee Per Unit \| $ / shares									$ 0.35
Number of shares issued \| shares							62,500
Fair value per share of founder shares attributable to anchor investors \| $ / shares							$ 7.362
Aggregate fair value of founder shares attributable to anchor investors							$ 460,125
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right \| shares					1,500,000
Redemption period upon closure					45 days
Aggregate purchase price					$ 15,000,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares				11,000,000					11,000,000		11,000,000
Deferred underwriting fee payable				$ 4,375,000					$ 4,375,000		$ 4,375,000
Initial Public Offering \| Wag Labs
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fee payable									$ 4,375,000

Shareholders' Deficit - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Stockholders' Equity and Mezzanine Equity
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Shareholders' Deficit - Common Stock Shares (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021	Aug. 05, 2022	Aug. 30, 2021
Class of Stock [Line Items]
Common shares, shares authorized	110,000,000	110,000,000	110,000,000
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares outstanding	3,187,500	3,187,500	3,187,500
Redeemable preferred stock, outstanding	12,500,000	12,500,000	12,500,000
Founder Shares
Class of Stock [Line Items]
Common shares, shares authorized	110,000,000	110,000,000	110,000,000
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares outstanding	3,187,500	3,187,500	3,187,500		3,162,500
Redeemable preferred stock, outstanding	12,500,000	12,500,000	12,500,000
Shares forfeited	37,500	37,500	37,500

Warrants (Details)	6 Months Ended	12 Months Ended
Warrants (Details)	Jun. 30, 2022 D $ / shares shares	Dec. 31, 2021 D $ / shares shares
Threshold period for filling registration statement after business combination	15 days	15 days
Threshold period for filling registration statement within number of days of business combination	60 days	60 days
Stock price trigger for redemption of public warrants \| $ / shares	$ 16.50	$ 16.50
Threshold trading days for redemption of public warrants	20 days	20 days
Number of trading days over which the reported sale price is measured when determining the redemption price \| D	30	30
Share price \| $ / shares	$ 9.50	$ 9.50
Percentage of gross proceeds on total equity proceeds	60.00%	60.00%
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%	115.00%
Percentage of adjustment of redemption price of stock based on market value.	165.00%	165.00%
Public Warrants
Number of fractional shares that will be issued upon exercise of warrants	0	0
Warrants exercisable term from the closing of the public offering	12 months	12 months
Warrants exercisable term from the completion of business combination	5 years	5 years
Warrants exercisable for cash	0	0
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01	$ 0.01
Redemption Period	30 days	30 days
Warrants outstanding	12,500,000	12,500,000
Private Warrants
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days
Warrants outstanding	4,238,636	4,238,636

Warrants - Fair value measurements at issuance (Details)	Sep. 01, 2021 Y
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	1.32
Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	10.00
Exercise Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.50
Redemption Trigger Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	16.50
Estimated Term Remaining
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	5
Probability of Acquisition
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	80
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	22
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.31
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.00

Fair Value Measurements (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Assets:
Investments held in trust account	$ 125,190,736	$ 125,002,997
Level 1 \| U.S. Treasury Securities
Assets:
Investments held in trust account	$ 125,190,736	$ 125,002,997
Level 1 \| Investments held in Trust Account
Assets:
Investments held in trust account			$ 125,002,997

Fair Value Measurements - Founder share valuation (Details) - Sep. 01, 2021	USD ($)	Total
Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares, measurement input		10.00
Estimated Term Remaining
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares, measurement input	1.58	1.58
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares, measurement input		14.2
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares, measurement input		0.15

Subsequent Events (Details) - USD ($)	Aug. 09, 2022	Aug. 08, 2022	Aug. 05, 2022	Jul. 14, 2022	Feb. 02, 2022	Oct. 27, 2021	Aug. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Chardan holds shares of common stock			9,593,970
Common shares, par value, (per share)			$ 0.0001					$ 0.0001	$ 0.0001
Fee after the consummation of the Business Combination						$ 155,082
Redemption price per share			$ 10.03					$ 10.00	$ 10.00
Aggregate redemption amount			$ 96,192,551.15
Chardan Capital Markets
Subsequent Event [Line Items]
Chardan holds shares of common stock							56,250
Common shares, par value, (per share)							$ 0.0001
Subsequent Events.
Subsequent Event [Line Items]
Aggregate redemption amount	$ 95,939,700
Subsequent Events. \| Chardan Capital Markets \| Wag Labs
Subsequent Event [Line Items]
Contingent fee payable				$ 400,000
Threshold calendar days for approving the transaction				14 days
Agreed to forfeited shares		50,000
Subsequent Events. \| Subscription Agreements \| PIPE and Backstop Investors
Subsequent Event [Line Items]
Chardan holds shares of common stock					500,000
Subsequent Events. \| Business Combination Agreement
Subsequent Event [Line Items]
Chardan holds shares of common stock	500,000
Common shares, par value, (per share)	$ 0.0001
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	9,593,970
Redemption price per share	$ 10.03
Aggregate redemption amount	$ 96,200,000
Subsequent Events. \| Forward Purchase Agreement
Subsequent Event [Line Items]
Maximum number of aggregate shares to be purchased			2,393,378
Shares Purchase Price			$ 10.30
Subsequent Events. \| Forward Purchase Agreement \| Investors
Subsequent Event [Line Items]
Common shares, par value, (per share)			$ 0.0001
Maximum number of aggregate shares to be purchased			2,393,378
Shares Purchase Price			$ 10.30

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 11, 2021
CURRENT ASSETS
Cash	$ 168,249		$ 687,581
Due from Related Party	68,591		68,591
Prepaid expenses and other assets	317,250		286,687
Total current assets	554,090		1,042,859
Prepaid expenses - non current	48,048		191,429
Marketable securities held in Trust Account	125,190,736		125,002,997
Total assets	125,792,874		126,237,285
CURRENT LIABILITIES
Accrued and other expenses	3,621,318
Accounts payable	81,513		583,331
Total current liabilities	3,702,831		583,331
Deferred underwriting fee payable	4,375,000		4,375,000
Total liabilities	8,077,831		4,958,331
COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE ORDINARY SHARES
Carrying Amount	125,190,736		125,000,000
SHAREHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value, 77,808,512 and 43,763,126 shares authorized, 6,317,897 and 6,297,398 outstanding at June 30, 2022 and December 31, 2021, respectively	318		318
Accumulated deficit	(7,476,011)		(3,721,364)
Total stockholders' deficit	(7,475,693)	$ (5,892,993)	(3,721,046)	$ 9,128	$ 13,367	$ 0
Total liabilities, mezzanine equity and stockholders' deficit	$ 125,792,874		$ 126,237,285

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Aug. 05, 2022	Jun. 30, 2022	Dec. 31, 2021
Condensed Consolidated Balance Sheets
Preferred stock, par value, (per share)		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares authorized		110,000,000	110,000,000
Common shares, shares issued		3,187,500	3,187,500
Common shares, shares outstanding		3,187,500	3,187,500
Temporary Equity, Shares Issued		12,500,000	12,500,000
Temporary Equity, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Redemption price per share	$ 10.03	$ 10.00	$ 10.00

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
OPERATING EXPENSES
General and administrative	$ 1,569,501		$ 4,239		$ 3,751,650	$ 15,873	$ 832,564
Total expenses	1,569,501		4,239		3,751,650	15,873	832,564
OTHER INCOME
Interest income on investments held in Trust Account	177,537				187,739		3,001
Total other income	177,537				187,739		3,001
Net loss	$ (1,391,964)	$ (2,171,947)	$ (4,239)	$ (11,634)	$ (3,563,911)	$ (15,873)	$ (829,563)
Redeemable Ordinary Shares
OTHER INCOME
Weighted-average shares, Basic	12,500,000				12,500,000		4,284,703
Weighted-average shares, Diluted	12,500,000				12,500,000		4,284,703
Net loss per share, Basic	$ (0.09)				$ (0.23)		$ (0.11)
Net loss per share, Diluted	$ (0.09)				$ (0.23)		$ (0.11)
Non-redeemable Ordinary Shares
OTHER INCOME
Weighted-average shares, Basic	3,187,500		3,162,500		3,187,500	3,162,500	3,171,069
Weighted-average shares, Diluted	3,187,500		3,162,500		3,187,500	3,162,500	3,171,069
Net loss per share, Basic	$ (0.09)		$ 0.00		$ (0.23)	$ (0.01)	$ (0.11)
Net loss per share, Diluted	$ (0.09)		$ 0.00		$ (0.23)	$ (0.01)	$ (0.11)

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the end at Mar. 31, 2021	$ 288	$ 24,713	$ (11,634)	$ 13,367
Balance at the end (in shares) at Mar. 31, 2021	2,875,000
Balance at the end at Jun. 30, 2021	$ 288	24,713	(15,873)	9,128
Balance at the end (in shares) at Jun. 30, 2021	2,875,000
Balance at the end at Dec. 31, 2021	$ 318	0	(3,721,364)	(3,721,046)
Balance at the end (in shares) at Dec. 31, 2021	3,187,500
Balance at the beginning at Jan. 11, 2021	$ 0	0	0	0
Balance at the beginning (in shares) at Jan. 11, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Ordinary shares to Sponsor	$ 288	24,713		25,001
Issuance of Ordinary shares to Sponsor (in shares)	2,875,000
Net Loss			(11,634)	(11,634)
Balance at the end at Mar. 31, 2021	$ 288	24,713	(11,634)	13,367
Balance at the end (in shares) at Mar. 31, 2021	2,875,000
Balance at the beginning at Jan. 11, 2021	$ 0	0	0	0
Balance at the beginning (in shares) at Jan. 11, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss				(15,873)
Balance at the end at Jun. 30, 2021	$ 288	24,713	(15,873)	9,128
Balance at the end (in shares) at Jun. 30, 2021	2,875,000
Balance at the beginning at Jan. 11, 2021	$ 0	0	0	0
Balance at the beginning (in shares) at Jan. 11, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Ordinary shares to Sponsor	$ 316	24,684		25,000
Issuance of Ordinary shares to Sponsor (in shares)	3,162,500
Sale of private placement warrants (net of offering costs)		4,213,632		4,213,632
Proceeds from issuance of Public Warrant (net of offering Costs)		15,605,934		15,605,934
Issuance of representative shares	$ 6	460,119		460,125
Issuance of representative shares (in Shares)	62,500
Accretion to Non-Redeemable Ordinary shares to redemption value		(20,304,373)	(2,891,801)	(23,196,174)
Forfeiture of founder shares	$ (4)	4
Forfeiture of founder shares (in Shares)	(37,500)
Net Loss			(829,563)	(829,563)
Balance at the end at Dec. 31, 2021	$ 318	0	(3,721,364)	(3,721,046)
Balance at the end (in shares) at Dec. 31, 2021	3,187,500
Balance at the beginning at Mar. 31, 2021	$ 288	24,713	(11,634)	13,367
Balance at the beginning (in shares) at Mar. 31, 2021	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss			(4,239)	(4,239)
Balance at the end at Jun. 30, 2021	$ 288	24,713	(15,873)	9,128
Balance at the end (in shares) at Jun. 30, 2021	2,875,000
Balance at the beginning at Dec. 31, 2021	$ 318	0	(3,721,364)	(3,721,046)
Balance at the beginning (in shares) at Dec. 31, 2021	3,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss			(2,171,947)	(2,171,947)
Balance at the end at Mar. 31, 2022	$ 318		(5,893,311)	(5,892,993)
Balance at the end (in shares) at Mar. 31, 2022	3,187,500
Balance at the beginning at Dec. 31, 2021	$ 318	$ 0	(3,721,364)	(3,721,046)
Balance at the beginning (in shares) at Dec. 31, 2021	3,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Ordinary shares to Sponsor	$ 5,000,000
Net Loss				(3,563,911)
Balance at the end at Jun. 30, 2022	$ 318		(7,476,011)	(7,475,693)
Balance at the end (in shares) at Jun. 30, 2022	3,187,500
Balance at the beginning at Mar. 31, 2022	$ 318		(5,893,311)	(5,892,993)
Balance at the beginning (in shares) at Mar. 31, 2022	3,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement for Ordinary shares to redemption value			(190,736)	(190,736)
Net Loss			(1,391,964)	(1,391,964)
Balance at the end at Jun. 30, 2022	$ 318		$ (7,476,011)	$ (7,475,693)
Balance at the end (in shares) at Jun. 30, 2022	3,187,500

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended		12 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss	$ (3,563,911)	$ (15,873)	$ (829,563)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Interest income on investments held in Trust Account	(187,739)		(2,997)
Increase (Decrease) in Operating Capital [Abstract]
Prepaid expenses and other assets	112,818		(478,116)
Accrued and other expenses	3,621,318
Due from related party			(68,591)
Accounts payable	(501,818)	4,145	583,330
Net cash used in operating activities	(519,332)	(11,728)	(795,937)
Net Cash Provided by (Used in) Investing Activities [Abstract]
Net cash (used in) provided by investing activities			(125,000,000)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Proceeds from Initial public offering, net of underwriting fee			122,812,500
Proceeds from issuance of ordinary shares to Sponsor			25,000
Proceeds from common stock subject to redemption
Payment of offering costs		(35,162)	(592,618)
Proceeds from sponsor note		67,000
Net cash provided by financing activities		31,838	126,483,518
NET CHANGE IN CASH	(519,332)	20,110	687,581
Cash, cash equivalents and restricted cash at beginning of period	687,581	0	0
Cash, cash equivalents and restricted cash at end of period	168,249	20,110	687,581
Supplemental disclosure of noncash activities:
Initial value of ordinary shares subject to possible redemption			125,000,000
Deferred underwriting commissions payable charged to additional paid in capital			$ 4,375,000
Deferred offering costs paid directly by related party note		40,297
Deferred offering costs included in accrued offering costs		55,218
Payment of deferred offering costs by the Sponsor in exchange for the issuance Ordinary Shares		$ 25,000
Remeasurement of Ordinary shares subject to possible redemption	$ 190,736

Description of Organization and Business Operations and Liquidity

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Description of Organization and Business Operations and Liquidity

Description of Organization and Business Operations and Liquidity

Note 1 — Description of Organization and Business Operations and Liquidity

Business Combination

Conversion and Exchange of Equity in the Business Combination

Prior to the Business Combination

Risks and Uncertainties

Liquidity and Capital Resources

Subsequent to the consummation of the IPO, our liquidity needs had been satisfied through the use of funds held outside of the Trust Account.

Note 1 — Description of Organization and Business Operations and Liquidity

CHW Acquisition Corporation (the “Company”, “CHW”) was incorporated in the Cayman Islands on January 12, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”).

securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Offering Costs associated with the Initial Public Offering

Concentration of Credit Risk

Fair Value of Financial Instruments

Income Taxes

Ordinary Shares Subject to Possible Redemption

At June 30, 2022, the redeemable ordinary share subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus:
Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption at December 31, 2021	$	125,000,000
Plus:
Accretion of carrying value to redemption value		190,736
Redeemable ordinary shares subject to possible redemption at June 30, 2022	$	125,190,736

Net Loss per Ordinary Share


						For the period January 12,
	For the six months ended					2021 (Inception) to
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,839,770)	$	(724,141)	$	—		(15,873)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.23)	$	(0.23)	$	(0.00)	$	(0.01)


	For the three months ended				For the three months ended
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,109,135)	$	(282,829)	$	—		(4,239)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.09)	$	(0.09)	$	(0.00)	$	(0.00)

Accounting for Warrants

Recent Accounting Pronouncements

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Offering Costs associated with the Initial Public Offering

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Income Taxes

Ordinary Shares Subject to Possible Redemption

Ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

At December 31, 2021, the redeemable ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus: Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption	$	125,000,000

Net Loss per Ordinary Share

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 16,738,636 Ordinary Shares at $11.50 per share were issued on September 1, 2021. At December 31, 2021, no warrants have been exercised. The 16,738,636 potential Ordinary shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary share.


	For the period January 12,
	2021 (inception) through
	December 31,
	2021
	Ordinary Shares		Founder Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(478,012)	$	(351,551)

Denominator:
Weighted average shares outstanding		4,284,703		3,171,069

Basic and dilution net loss per share	$	(0.11)	$	(0.11)

Accounting for Warrants

Recent Accounting Pronouncements

Initial Public Offering and Over-Allotment

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Initial Public Offering and Over-Allotment

Initial Public Offering and Over-Allotment

Note 3 — Initial Public Offering and Over-Allotment

IPO, which includes the Founder Shares purchased by the anchor investors, and the Sponsor owns approximately 19% of the outstanding shares following the IPO (see Note 5).

Note 3 — Initial Public Offering and Over-Allotment

Private Placement Warrants

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Private Placement Warrants.

Private Placement Warrants

Note 4 — Private Placement Warrants

On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. On September 1, 2021, the Company consummated the sale of an additional 238,636 Private Placement Warrants, at $1.00 per Private Placement Warrant for an aggregate purchase price of $238,636.

Note 4 — Private Placement Warrants

Concurrently with the closing of the IPO, the Sponsor and underwriter purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $4,000,000. Each whole Private Placement Warrant is exercisable for one whole share of Ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the Private Placement Warrants at the IPO are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. On September 1, 2021, the Company consummated the sale of an additional 238,636 Private Placement Warrants, at $1.00 per Private Placement Warrant for an aggregate purchase price of $238,636.

Related Party Transactions

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Related Party Transactions

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

Promissory Note — Related Party

Related Party Loans

Due from related party

Administrative Services Fee

Note 5 — Related Party Transactions

Founder Shares

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the shares of Ordinary shares equals or exceeds $12.50 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Ordinary Shares for cash, securities or other property.

In conjunction with each anchor investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO the Sponsor sold 60,000 Founder Shares (or 30,000 Founder Shares, as applicable) to each anchor investor (750,000 founder shares in the aggregate) at their original purchase price totalling to $6,750; provided, however, that in the event that an anchor investor sells any of Units or Ordinary Shares purchased in the IPO within 30 days following the closing of the IPO, the number of Founder Shares transferred to such anchor investor would be reduced to 50,000 Founder Shares (or 25,000 Founder Shares, as applicable). The Company estimated the excess aggregate fair value over the amount paid by the anchor investors of the Founder Shares attributable to the Anchor Investors to be $5,515,500, or $7.362 per share. The excess of the fair value of the Founder Shares over the purchase price of $6,750 was determined to be a contribution to the Company from the founders in accordance with Staff Accounting Bulletin (SAB)Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost were recorded against additional paid in capital in accordance with the accounting of other offering costs. Please see Note 9 for valuation methodology and assumptions of the Founder Shares.

Promissory Note — Related Party

On January 18, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. As of December 31, 2021, there was no amount outstanding under the Promissory Note.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans.

Due from related party

As of December 31, 2021, the Sponsor held $68,591 from the closing of the IPO that will be deposited as soon as practical from the Company’s operating account.

Administrative Services Fee

The Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. As of December 31, 2021, $40,000 has been paid under this arrangement.

Commitments and Contingencies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Commitments and Contingencies

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Registration Rights

Underwriting Agreement

Advisory Fees

See Note 10 for subsequent events related to advisor agreements entered into, after June 30, 2022.

Representative Shares

See Note 9 for valuation methodology and assumptions of the Representative Shares.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Ordinary shares) pursuant to a registration rights agreement dated September 1, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Representative Shares

Please see Note 9 for valuation methodology and assumptions of the Representative Shares.

Shareholders' Deficit

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Stockholders' Equity and Mezzanine Equity

Shareholders' Deficit

Note 7 - Shareholders’ Deficit

Preference Shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, there were no preference shares issued or outstanding.

- Definition

+ References

+ Details

Warrants

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Warrants.

Warrants

Note 8 - Warrants

Once the warrants become exercisable, the Company may redeem the warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, to each warrant holder; and

●

The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021.


	September 1, 2021
Share Price	$	10.00
Exercise Price	$	11.50
Redemption Trigger Price	$	16.50
Term (years)		5
Probability of Acquisition		80	%
Volatility		22	%
Risk Free Rate		1.31	%
Dividend Yield		0.00	%

The fair value of the Public Warrants as of September 1, 2021 was $1.32. As of June 30, 2022, the Company has 12,500,000 of Public Warrants and 4,238,636 of Private Warrants outstanding respectively.

Note 8 - Warrants

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, to each warrant holder; and

●

If the Company calls the Public 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 ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021.


	September 1, 2021
Share Price	$	10.00
Exercise Price	$	11.50
Redemption Trigger Price	$	16.50
Term (years)		5
Probability of Acquisition		80	%
Volatility		22	%
Risk Free Rate		1.31	%
Dividend Yield		0.00	%

The fair value of the Public Warrants as on September 1, 2021, was $1.32. As of December 31, the Company has 12,500,000 of Public Warrants and 4,238,636 of Private Warrants outstanding respectively.

Fair Value Measurements

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

Fair Value Measurements

Note 9 — Fair Value Measurements

Level 4:

Level 5:

Level 6:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Quoted Prices in

Significant Other

June 30, 2022

Active Markets

Observable Inputs

Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investment held in Trust Account

125,190,736

—


		Quoted Prices in		Significant Other	Significant Other
December 31, 2021		Active Markets		Observable Inputs	Unobservable Inputs
Assets:	Level	(Level 1)		(Level 2)	(Level 3)
Investment held in Trust Account	1	$	125,002,997	—	—

The following table provides quantitative information for the founder share valuation.


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%

Note 9 — Fair Value Measurements

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2021, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities.

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Level

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in Trust Account

125,002,997

—

The Company utilized a Monte Carlo simulation model to value the Founder and Representative Shares at issuance. The estimated fair value of the shares is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected term and risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity in line with the timing of the and likelihood of completing a business combination. The common stock price was assumed to fluctuate with the Company projected volatility based on comparable public companies. The term was simulated based on managements assumptions regarding the timing and likelihood of completing a business combination.

The following table provides quantitative information the founder share valuation.


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%

- Definition

+ References + Details

Subsequent Events

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Subsequent Events

Subsequent Events

Note 10 — Subsequent Events

Summary of Significant Accounting (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Investments Held in Trust Account

Investments Held in Trust Account

Offering Costs associated with the Initial Public Offering

Offering Costs associated with the Initial Public Offering

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Income Taxes

Income Taxes

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

At June 30, 2022, the redeemable ordinary share subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus:
Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption at December 31, 2021	$	125,000,000
Plus:
Accretion of carrying value to redemption value		190,736
Redeemable ordinary shares subject to possible redemption at June 30, 2022	$	125,190,736

Ordinary Shares Subject to Possible Redemption

Ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

At December 31, 2021, the redeemable ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus: Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption	$	125,000,000

Net Loss per Ordinary Share

Net Loss per Ordinary Share


						For the period January 12,
	For the six months ended					2021 (Inception) to
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,839,770)	$	(724,141)	$	—		(15,873)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.23)	$	(0.23)	$	(0.00)	$	(0.01)


	For the three months ended				For the three months ended
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,109,135)	$	(282,829)	$	—		(4,239)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.09)	$	(0.09)	$	(0.00)	$	(0.00)

Net Loss per Ordinary Share

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 16,738,636 Ordinary Shares at $11.50 per share were issued on September 1, 2021. At December 31, 2021, no warrants have been exercised. The 16,738,636 potential Ordinary shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary share.


	For the period January 12,
	2021 (inception) through
	December 31,
	2021
	Ordinary Shares		Founder Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(478,012)	$	(351,551)

Denominator:
Weighted average shares outstanding		4,284,703		3,171,069

Basic and dilution net loss per share	$	(0.11)	$	(0.11)

Accounting for Warrants

Accounting for Warrants

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

Reconciliation of Class A ordinary shares reflected in the condensed balance sheet

At June 30, 2022, the redeemable ordinary share subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus:
Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption at December 31, 2021	$	125,000,000
Plus:
Accretion of carrying value to redemption value		190,736
Redeemable ordinary shares subject to possible redemption at June 30, 2022	$	125,190,736

At December 31, 2021, the redeemable ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus: Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption	$	125,000,000

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]


						For the period January 12,
	For the six months ended					2021 (Inception) to
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,839,770)	$	(724,141)	$	—		(15,873)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.23)	$	(0.23)	$	(0.00)	$	(0.01)


	For the three months ended				For the three months ended
	June 30, 2022				June 30, 2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,109,135)	$	(282,829)	$	—		(4,239)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		3,162,500

Basic and dilution net loss per share	$	(0.09)	$	(0.09)	$	(0.00)	$	(0.00)


	For the period January 12,
	2021 (inception) through
	December 31,
	2021
	Ordinary Shares		Founder Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(478,012)	$	(351,551)

Denominator:
Weighted average shares outstanding		4,284,703		3,171,069

Basic and dilution net loss per share	$	(0.11)	$	(0.11)

Warrants (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Warrants.

Schedule of quantitative information regarding fair value measurements at issuance

The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021.


	September 1, 2021
Share Price	$	10.00
Exercise Price	$	11.50
Redemption Trigger Price	$	16.50
Term (years)		5
Probability of Acquisition		80	%
Volatility		22	%
Risk Free Rate		1.31	%
Dividend Yield		0.00	%

The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021.


	September 1, 2021
Share Price	$	10.00
Exercise Price	$	11.50
Redemption Trigger Price	$	16.50
Term (years)		5
Probability of Acquisition		80	%
Volatility		22	%
Risk Free Rate		1.31	%
Dividend Yield		0.00	%

Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

Quoted Prices in

Significant Other

June 30, 2022

Active Markets

Observable Inputs

Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investment held in Trust Account

125,190,736

—


		Quoted Prices in		Significant Other	Significant Other
December 31, 2021		Active Markets		Observable Inputs	Unobservable Inputs
Assets:	Level	(Level 1)		(Level 2)	(Level 3)
Investment held in Trust Account	1	$	125,002,997	—	—

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Level

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in Trust Account

125,002,997

—

Schedule of quantitative information the founder share valuation

The following table provides quantitative information for the founder share valuation.


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%

Description of Organization and Business Operations (Details)					1 Months Ended	3 Months Ended	6 Months Ended					9 Months Ended	12 Months Ended
	Aug. 05, 2022 USD ($) $ / shares shares	Sep. 01, 2021 USD ($) $ / shares shares	Aug. 30, 2021 USD ($) shares	Jan. 18, 2021 USD ($) shares	Sep. 30, 2021 shares	Mar. 31, 2021 USD ($) shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) item $ / shares shares	Jun. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) M $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) item $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Shares of CHW's ordinary shares \| shares	9,593,970
Common shares, par value, (per share) \| $ / shares	$ 0.0001						$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001			$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Redemption price per share \| $ / shares	$ 10.03						$ 10.00	$ 10.00	$ 10.00	$ 10.00			$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Aggregate redemption amount	$ 96,192,551.15
Exchange ratio							0.97	0.97	0.97	0.97
Conversion of shares of Series P Shares into Wag's common stock \| shares								1,100,000
Aggregate purchase price						$ 25,001									$ 25,000
Condition for future business combination number of businesses minimum									1	1							1	1
Sale of Private Placement Warrants (in shares) \| shares		16,738,636											16,738,636	16,738,636	16,738,636	16,738,636	16,738,636	16,738,636
Proceeds from private placement warrants															$ 4,238,636
Deferred underwriting fee payable							$ 4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000			$ 4,375,000	$ 4,375,000	4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000
Other offering costs							592,618	592,618	$ 592,618	592,618
Proceeds from Related Party Debt											$ 67,000
Payments for investment of cash in Trust Account															125,000,000
Condition for future business combination use of proceeds percentage									80								80
Condition for future business combination threshold Percentage Ownership									50								50
Condition for future business combination threshold Net Tangible Assets													$ 5,000,001	$ 5,000,001	5,000,001	5,000,001	$ 5,000,001	5,000,001
Redemption limit percentage without prior consent																	15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)																	100.00%
Maximum Allowed Dissolution Expenses															100,000
Months to complete acquisition \| M													15
Threshold business days for redemption of public shares														10 days
Cash							168,249	168,249	$ 168,249	168,249			$ 687,581	$ 687,581	687,581	687,581	$ 687,581	687,581
Investments held in trust account							125,190,736	125,190,736	125,190,736	125,190,736			$ 125,002,997	$ 125,002,997	125,002,997	$ 125,002,997	$ 125,002,997	$ 125,002,997
Working Capital							3,148,741								459,528
Amount deposited in trust account represented as income							$ 190,736	$ 190,736	$ 190,736	$ 190,736
Number of shares issued \| shares	9,593,970
Aggregate purchase price						$ 25,001									25,000
RSU Awards
Subsidiary, Sale of Stock [Line Items]
Exchange ratio							0.97	0.97	0.97	0.97
Options
Subsidiary, Sale of Stock [Line Items]
Exchange ratio							0.97	0.97	0.97	0.97
Common Stock
Subsidiary, Sale of Stock [Line Items]
Shares of CHW's ordinary shares \| shares						2,875,000										3,162,500
Common shares, par value, (per share) \| $ / shares							$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Class of Warrant or Right, Outstanding \| shares							91,130	91,130	91,130	91,130
Number of shares common stock \| shares							500,000	500,000	500,000	500,000
Purchase price per share \| $ / shares							$ 10.00	$ 10.00	$ 10.00	$ 10.00
Aggregate purchase price						$ 288	$ 5,000,000								316
Number of shares issued \| shares						2,875,000										3,162,500
Aggregate purchase price						$ 288	$ 5,000,000								$ 316
Warrants
Subsidiary, Sale of Stock [Line Items]
Exchange ratio							0.97	0.97	0.97	0.97
Founder Shares
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share) \| $ / shares							$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001			$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Aggregate purchase price							$ 6,750								$ 6,750
Aggregate purchase price							$ 6,750								$ 6,750
Officers and directors
Subsidiary, Sale of Stock [Line Items]
Number of shares common stock \| shares							300,000	300,000	300,000	300,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Outstanding \| shares							12,500,000	12,500,000	12,500,000	12,500,000			12,500,000	12,500,000	12,500,000	12,500,000	12,500,000	12,500,000
Sale of Private Placement Warrants (in shares) \| shares		1,500,000
Price of warrant \| $ / shares		$ 10.00
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units in initial public offering, net of underwriting discounts and offering costs (in shares) \| shares		11,000,000						11,000,000								11,000,000
Proceeds from issuance initial public offering		$ 110,000,000					$ 110,000,000					$ 110,000,000			$ 110,000,000
Transaction Costs		13,130,743					13,130,743	$ 13,130,743	$ 13,130,743	$ 13,130,743			$ 13,130,743	$ 13,130,743	13,130,743	$ 13,130,743	$ 13,130,743	$ 13,130,743
Underwriting fees		2,187,500					2,187,500	2,187,500	2,187,500	2,187,500			2,187,500	2,187,500	2,187,500	2,187,500	2,187,500	2,187,500
Deferred underwriting fee payable		4,375,000					4,375,000	4,375,000	4,375,000	4,375,000			4,375,000	4,375,000	4,375,000	4,375,000	4,375,000	4,375,000
Other offering costs		592,618											592,618	592,618	592,618	592,618	592,618	592,618
Fair value of shares issued to the anchor investors and representative shares		5,975,625					$ 5,975,625	$ 5,975,625	$ 5,975,625	$ 5,975,625			$ 5,975,625	$ 5,975,625	$ 5,975,625	$ 5,975,625	$ 5,975,625	$ 5,975,625
Contingent deferred underwriting fees payable		4,375,000
Payments for investment of cash in Trust Account		$ 125,000,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		4,000,000					4,000,000	4,000,000	4,000,000	4,000,000			4,000,000	4,000,000	4,000,000	4,000,000	4,000,000	4,000,000
Price of warrant \| $ / shares		$ 1.00					$ 1.00	$ 1.00	$ 1.00	$ 1.00
Proceeds from private placement warrants		$ 4,000,000					$ 4,000,000
Private Placement [Member] \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares							4,000,000	4,000,000	4,000,000	4,000,000			4,000,000	4,000,000	4,000,000	4,000,000	4,000,000	4,000,000
Price of warrant \| $ / shares							$ 1.00	$ 1.00	$ 1.00	$ 1.00			$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Proceeds from private placement warrants							$ 4,000,000								$ 4,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Shares of CHW's ordinary shares \| shares					62,500
Aggregate purchase price			$ 15,000,000
Sale of Units in initial public offering, net of underwriting discounts and offering costs (in shares) \| shares		1,500,000														1,650,000
Proceeds from issuance initial public offering		$ 15,000,000
Sale of Private Placement Warrants (in shares) \| shares			1,500,000
Proceeds from Issuance of Private Placement		$ 15,238,636
Redemption period upon closure			45 days
Number of shares issued \| shares					62,500
Aggregate purchase price			$ 15,000,000
Over-allotment option \| Founder Shares
Subsidiary, Sale of Stock [Line Items]
Redemption period upon closure			45 days
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		238,636
Price of warrant \| $ / shares		$ 1.00
Proceeds from private placement warrants		$ 238,636
Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of shares cancellation founder warrants held by sponsor \| shares								343,072
Sponsor \| Founder Shares
Subsidiary, Sale of Stock [Line Items]
Shares of CHW's ordinary shares \| shares				2,875,000
Aggregate purchase price				$ 25,000
Number of shares cancellation founder warrants held by sponsor \| shares								20,000
Number of shares issued \| shares				2,875,000
Aggregate purchase price				$ 25,000

Summary of Significant Accounting Policies (Details)	6 Months Ended	12 Months Ended
Summary of Significant Accounting Policies (Details)	Jun. 30, 2022 USD ($) item shares	Dec. 31, 2021 USD ($) shares	Sep. 01, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)
Cash equivalents	$ 0	$ 0		$ 0
Redeemable preferred stock, outstanding \| shares	12,500,000	12,500,000
Sale of Private Placement Warrants (in shares) \| shares		16,738,636	16,738,636
Exercise price of warrants \| $ / shares			$ 11.50
Number of classes of shares	2	2
Number of warrants exercised \| shares	0	0
Antidilutive securities excluded from computation of earnings per share \| shares	16,738,636
Concentration of Credit Risk	$ 250,000
Deferred underwriting fee payable	4,375,000	$ 4,375,000
Other offering costs	592,618
Unrecognized tax benefits	0	0
Initial Public Offering
Offering costs	13,130,743	13,130,743	$ 13,130,743
Underwriting fees	2,187,500	2,187,500	2,187,500
Deferred underwriting fee payable	4,375,000	4,375,000	4,375,000
Fair value of shares issued to the anchor investors and representative shares	$ 5,975,625	5,975,625	5,975,625
Other offering costs		592,618	$ 592,618
Redeemable Ordinary Shares
Net Income allocable to shares subject to redemption		$ (478,012)

Summary of Significant Accounting Policies - Reconciliation of Ordinary Shares (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Gross proceeds		$ 125,000,000
Less: Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Less: Redeemable shares issuance costs		(6,647,710)
Accretion of carrying value to redemption value	$ 190,736	23,196,174
Total mezzanine equity	$ 125,190,736	$ 125,000,000

- Definition

+ References + Details

Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Founder Shares
Allocation of net loss	$ (282,829)	$ (4,239)	$ (724,141)	$ (15,873)	$ (351,551)
Weighted-average shares, Basic	3,187,500	3,162,500	3,187,500	3,162,500	3,171,069
Weighted-average shares, Diluted	3,187,500	3,162,500	3,187,500	3,162,500	3,171,069
Net loss per share, Basic	$ (0.09)	$ 0.00	$ (0.23)	$ (0.01)	$ (0.11)
Net loss per share, Diluted	$ (0.09)	0.00	$ (0.23)	(0.01)	$ (0.11)
Common Stock
Allocation of net loss	$ (1,109,135)		$ (2,839,770)
Weighted-average shares, Basic	12,500,000		12,500,000
Weighted-average shares, Diluted	12,500,000		12,500,000
Net loss per share, Basic	$ (0.09)	0.00	$ (0.23)	0.00
Net loss per share, Diluted	$ (0.09)	$ 0.00	$ (0.23)	$ 0.00

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Initial Public Offering and Over-Allotment (Details)			6 Months Ended	9 Months Ended	12 Months Ended
Initial Public Offering and Over-Allotment (Details)	Sep. 01, 2021 USD ($) $ / shares shares	Aug. 30, 2021 shares	Jun. 30, 2022 USD ($) item $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) item $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares					$ 10.00
Exercise price of warrants \| $ / shares	$ 11.50
Sale of Private Placement Warrants (in shares)	16,738,636				16,738,636
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	1,500,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	11,000,000		11,000,000		11,000,000
Purchase price, per unit \| $ / shares	$ 10.00		$ 10.00		$ 10.00
Proceeds from issuance initial public offering \| $	$ 110,000,000		$ 110,000,000	$ 110,000,000	$ 110,000,000
Number of shares in a unit			1		1
Number of anchor investors \| item			13		13
Threshold percentage of units purchased by each investor in initial public offering			9.90%		9.90%
Initial Public Offering \| Anchor Investor
Subsidiary, Sale of Stock [Line Items]
Percentage of outstanding shares owned after initial public offering			11.00%		11.00%
Initial Public Offering \| Sponsor
Subsidiary, Sale of Stock [Line Items]
Percentage of outstanding shares owned after initial public offering			19.00%		19.00%
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit			1		1
Number of shares issuable per warrant			1		1
Exercise price of warrants \| $ / shares			$ 11.50		$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,500,000				1,650,000
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds from issuance initial public offering \| $	$ 15,000,000
Number of shares issuable per warrant		1,500,000
Sale of Private Placement Warrants (in shares)		1,500,000
Redemption Period Upon Closure		45 days

Private Placement Warrants (Details) - USD ($)			6 Months Ended	12 Months Ended
Private Placement Warrants (Details) - USD ($)	Sep. 01, 2021	Aug. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	16,738,636			16,738,636
Aggregate purchase price				$ 4,238,636
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)		1,500,000
Number of shares per warrant		1,500,000
Redemption Period Upon Closure		45 days
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	238,636
Price of warrants	$ 1.00
Aggregate purchase price	$ 238,636
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	4,000,000		4,000,000	4,000,000
Price of warrants	$ 1.00		$ 1.00
Aggregate purchase price	$ 4,000,000		$ 4,000,000
Private Placement [Member] \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)			4,000,000	4,000,000
Price of warrants			$ 1.00	$ 1.00
Aggregate purchase price			$ 4,000,000	$ 4,000,000
Number of shares per warrant			1	1
Exercise price of warrants			$ 11.50	$ 11.50

Related Party Transactions - Founder Shares (Details)					1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
Related Party Transactions - Founder Shares (Details)	Aug. 05, 2022 shares	Sep. 01, 2021 USD ($) shares	Aug. 30, 2021 USD ($) shares	Jan. 18, 2021 USD ($) shares	Sep. 30, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $						$ 25,001				$ 25,000
Number of shares issued	9,593,970
Common shares, shares outstanding							3,187,500		3,187,500	3,187,500
Due from Related Party \| $							$ 68,591		$ 68,591	$ 68,591
Over-allotment option
Related Party Transaction [Line Items]
Aggregate purchase price \| $			$ 15,000,000
Number of shares issued					62,500
Number of shares issuable per warrant			1,500,000
Redemption Period Upon Closure			45 days
Aggregate fair value of founder shares attributable to anchor investors \| $					$ 460,125			$ 460,125
Fair value per share of founder shares attributable to anchor investors \| $ / shares					$ 7.362			$ 7.362
Sponsor shares are sold in proposed public offering at their original purchase price
Related Party Transaction [Line Items]
Maximum percentage of allocated units acquired by each investor							100.00%			100.00%
Number of founder shares sold to each anchor investors							60,000			60,000
Alternative number of founder shares sold to each anchor investors as applicable							30,000			30,000
Aggregate number of founder shares sold to anchor investors							750,000			750,000
Threshold period in which anchor investors sells units or shares purchased in proposed public offering							30 days			30 days
Anchor investors sold shares purchased in proposed public offering
Related Party Transaction [Line Items]
Number of founder shares sold to each anchor investors							50,000			50,000
Alternative number of founder shares sold to each anchor investors as applicable							25,000			25,000
Aggregate fair value of founder shares attributable to anchor investors \| $							$ 5,515,500		$ 5,515,500	$ 5,515,500
Fair value per share of founder shares attributable to anchor investors \| $ / shares							$ 7.362		$ 7.362	$ 7.362
Sponsor
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion							6 months			6 months
Due from Related Party \| $							$ 68,591		$ 68,591	$ 68,591
Founder Shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $							$ 6,750			$ 6,750
Stock split ratio			1.1
Common shares, shares outstanding			3,162,500				3,187,500		3,187,500	3,187,500
Threshold number of founder shares subject to forfeiture			412,500
Shares forfeited							37,500		37,500	37,500
Founder Shares \| Over-allotment option
Related Party Transaction [Line Items]
Number of shares issuable per warrant			1,500,000
Redemption Period Upon Closure			45 days
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $				$ 25,000
Number of shares issued				2,875,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%
Shares forfeited		37,500
Value of shares forfeited \| $		$ 0
Aggregate number of shares owned				3,162,500
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares							$ 12.50	$ 12.50
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences							150 days			150 days

Related Party Transactions - Additional Information (Details) - USD ($)	6 Months Ended		12 Months Ended	18 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Jun. 30, 2022	Sep. 30, 2021	Jan. 18, 2021
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note						$ 300,000
Outstanding balance of related party note	$ 0		$ 0	$ 0
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000		10,000
Expenses incurred and paid	60,000	$ 0	40,000	100,000
Related Party Loans
Related Party Transaction [Line Items]
Outstanding borrowings under the Working Capital Loans	0		0	0
Loan conversion agreement warrant	$ 1,500,000		$ 1,500,000	$ 1,500,000	$ 1,500,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant	$ 1.00		$ 1.00	$ 1.00	$ 1.00

Commitments and Contingencies (Details)						1 Months Ended		3 Months Ended	6 Months Ended		12 Months Ended
Commitments and Contingencies (Details)	Aug. 05, 2022 shares	Apr. 18, 2022 USD ($)	Nov. 10, 2021 USD ($)	Sep. 01, 2021 USD ($) $ / shares shares	Aug. 30, 2021 USD ($) shares	Dec. 14, 2021 USD ($)	Sep. 30, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	May 06, 2022 USD ($)	Mar. 28, 2022 USD ($)
Subsidiary, Sale of Stock [Line Items]
Share Price. \| $ / shares									$ 9.50		$ 9.50
Deferred underwriting fee payable									$ 4,375,000		$ 4,375,000
Number of shares issued \| shares	9,593,970
Underwriting cash discount per unit \| $ / shares											$ 0.175
Underwriter cash discount											$ 2,187,500
Aggregate purchase price								$ 25,001			25,000
Proceeds from note payable - related party										$ 67,000
Wag Labs
Subsidiary, Sale of Stock [Line Items]
Underwriting cash discount per unit \| $ / shares									$ 0.175
Underwriter cash discount									$ 2,187,500
MKM Partners \| Wag Labs
Subsidiary, Sale of Stock [Line Items]
Contingent fee payable													$ 300,000
Roth Capital Partners, LLC \| Wag Labs
Subsidiary, Sale of Stock [Line Items]
Contingent fee payable		$ 400,000
Numbers of days prior notice to be given		30 days
Period in which at least notice to be given		12 months
D.A Davidson & Co \| Wag Labs
Subsidiary, Sale of Stock [Line Items]
Contingent fee payable												$ 550,000
Oppenheimer & Co. Inc \| Wag Labs
Subsidiary, Sale of Stock [Line Items]
Portion of gross proceeds paid as fee, up to and including $50 million			4.0
Portion of gross proceeds paid as fee, in excess of $50 million			6.0
Proceeds from note payable - related party			$ 50,000,000
Minimum percent of fee to be paid			50.0
Proceeds from several offers in form of Equity financing						$ 30,000,000
Amounts accrued by the company											0
Contingent Liabilities accrued											$ 0
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares				1,500,000							1,650,000
Share Price. \| $ / shares				$ 10.00
Deferred Fee Per Unit \| $ / shares											$ 0.35
Number of shares issued \| shares							62,500
Fair value per share of founder shares attributable to anchor investors \| $ / shares							$ 7.362
Aggregate fair value of founder shares attributable to anchor investors							$ 460,125
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right \| shares					1,500,000
Redemption period upon closure					45 days
Aggregate purchase price					$ 15,000,000
Over-allotment option \| Wag Labs
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares				1,500,000					1,650,000
Share Price. \| $ / shares				$ 10.00
Deferred Fee Per Unit \| $ / shares									$ 0.35
Number of shares issued \| shares							62,500
Fair value per share of founder shares attributable to anchor investors \| $ / shares							$ 7.362
Aggregate fair value of founder shares attributable to anchor investors							$ 460,125
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right \| shares					1,500,000
Redemption period upon closure					45 days
Aggregate purchase price					$ 15,000,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares				11,000,000					11,000,000		11,000,000
Deferred underwriting fee payable				$ 4,375,000					$ 4,375,000		$ 4,375,000
Initial Public Offering \| Wag Labs
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fee payable									$ 4,375,000

Shareholders' Deficit - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Stockholders' Equity and Mezzanine Equity
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Shareholders' Deficit - Common Stock Shares (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021	Aug. 05, 2022	Aug. 30, 2021
Class of Stock [Line Items]
Common shares, shares authorized	110,000,000	110,000,000	110,000,000
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares outstanding	3,187,500	3,187,500	3,187,500
Redeemable preferred stock, outstanding	12,500,000	12,500,000	12,500,000
Founder Shares
Class of Stock [Line Items]
Common shares, shares authorized	110,000,000	110,000,000	110,000,000
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares outstanding	3,187,500	3,187,500	3,187,500		3,162,500
Redeemable preferred stock, outstanding	12,500,000	12,500,000	12,500,000
Shares forfeited	37,500	37,500	37,500

Warrants (Details)	6 Months Ended	12 Months Ended
Warrants (Details)	Jun. 30, 2022 D $ / shares shares	Dec. 31, 2021 D $ / shares shares
Threshold period for filling registration statement after business combination	15 days	15 days
Threshold period for filling registration statement within number of days of business combination	60 days	60 days
Stock price trigger for redemption of public warrants \| $ / shares	$ 16.50	$ 16.50
Threshold trading days for redemption of public warrants	20 days	20 days
Number of trading days over which the reported sale price is measured when determining the redemption price \| D	30	30
Share price \| $ / shares	$ 9.50	$ 9.50
Percentage of gross proceeds on total equity proceeds	60.00%	60.00%
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%	115.00%
Percentage of adjustment of redemption price of stock based on market value.	165.00%	165.00%
Public Warrants
Number of fractional shares that will be issued upon exercise of warrants	0	0
Warrants exercisable term from the closing of the public offering	12 months	12 months
Warrants exercisable term from the completion of business combination	5 years	5 years
Warrants exercisable for cash	0	0
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01	$ 0.01
Redemption Period	30 days	30 days
Warrants outstanding	12,500,000	12,500,000
Private Warrants
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days
Warrants outstanding	4,238,636	4,238,636

Warrants - Fair value measurements at issuance (Details)	Sep. 01, 2021 Y
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	1.32
Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	10.00
Exercise Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.50
Redemption Trigger Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	16.50
Estimated Term Remaining
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	5
Probability of Acquisition
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	80
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	22
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.31
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.00

Fair Value Measurements (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Assets:
Investments held in trust account	$ 125,190,736	$ 125,002,997
Level 1 \| U.S. Treasury Securities
Assets:
Investments held in trust account	$ 125,190,736	$ 125,002,997
Level 1 \| Investments held in Trust Account
Assets:
Investments held in trust account			$ 125,002,997

Fair Value Measurements - Founder share valuation (Details) - Sep. 01, 2021	USD ($)	Total
Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares, measurement input		10.00
Estimated Term Remaining
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares, measurement input	1.58	1.58
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares, measurement input		14.2
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares, measurement input		0.15

Subsequent Events (Details) - USD ($)	Aug. 09, 2022	Aug. 08, 2022	Aug. 05, 2022	Jul. 14, 2022	Feb. 02, 2022	Oct. 27, 2021	Aug. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Chardan holds shares of common stock			9,593,970
Common shares, par value, (per share)			$ 0.0001					$ 0.0001	$ 0.0001
Fee after the consummation of the Business Combination						$ 155,082
Redemption price per share			$ 10.03					$ 10.00	$ 10.00
Aggregate redemption amount			$ 96,192,551.15
Chardan Capital Markets
Subsequent Event [Line Items]
Chardan holds shares of common stock							56,250
Common shares, par value, (per share)							$ 0.0001
Subsequent Events.
Subsequent Event [Line Items]
Aggregate redemption amount	$ 95,939,700
Subsequent Events. \| Chardan Capital Markets \| Wag Labs
Subsequent Event [Line Items]
Contingent fee payable				$ 400,000
Threshold calendar days for approving the transaction				14 days
Agreed to forfeited shares		50,000
Subsequent Events. \| Subscription Agreements \| PIPE and Backstop Investors
Subsequent Event [Line Items]
Chardan holds shares of common stock					500,000
Subsequent Events. \| Business Combination Agreement
Subsequent Event [Line Items]
Chardan holds shares of common stock	500,000
Common shares, par value, (per share)	$ 0.0001
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	9,593,970
Redemption price per share	$ 10.03
Aggregate redemption amount	$ 96,200,000
Subsequent Events. \| Forward Purchase Agreement
Subsequent Event [Line Items]
Maximum number of aggregate shares to be purchased			2,393,378
Shares Purchase Price			$ 10.30
Subsequent Events. \| Forward Purchase Agreement \| Investors
Subsequent Event [Line Items]
Common shares, par value, (per share)			$ 0.0001
Maximum number of aggregate shares to be purchased			2,393,378
Shares Purchase Price			$ 10.30