0001628280-23-015388 | POS AM | XBRL Viewer

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Cover	12 Months Ended
Cover	Dec. 31, 2022
Cover [Abstract]
Document Type	POS AM
Amendment Description	This Post-Effective Amendment No. 2 (the “Post-Effective Amendment No. 2”) to the Registration Statement on Form S-1 of Wag! Group Co. (File No. 333-267405), originally declared effective by the Securities and Exchange Commission (“SEC”) on November 4, 2022 (the “Registration Statement”), is being filed to include information contained in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 which was filed with the SEC on March 31, 2023, and to update certain other information in the Registration Statement. The information included in this filing amends and restates the information contained in the Registration Statement and the prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 2. All applicable registration fees were paid at the time of the original filing of the Registration Statement on September 14, 2022.
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	true
Entity Registrant Name	WAG! GROUP CO.
Entity Central Index Key	0001842356
Entity Filer Category	Non-accelerated Filer

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 38,966	$ 2,845
Short-term investments available for sale	0	2,554
Accounts receivable, net	5,872	2,638
Prepaid expenses and other current assets	2,585	3,043
Deferred offering costs	0	930
Total current assets	47,423	12,010
Property and equipment, net	88	90
Operating lease, right of use assets, net	695	0
Intangible assets, net	2,590	2,888
Goodwill	1,451	1,427
Other assets	64	47
Total assets	52,311	16,462
Current liabilities:
Accounts payable	7,174	2,299
Accrued expenses and other current liabilities	4,765	4,601
Deferred revenue	2,232	1,888
Deferred purchase consideration – current portion	750	750
Operating lease liabilities	306	0
Notes Payable – current portion	1,264	442
Total current liabilities	16,491	9,980
Operating lease liabilities – non-current portion	435	0
Notes Payable – non-current portion, net of debt discount of $7.0 million	24,970	1,200
Deferred purchase consideration – non-current portion	493	1,130
Total liabilities	42,389	12,310
Commitments and contingencies (Note 9)
Mezzanine equity:
Redeemable Preferred Stock - Mezzanine Equity beginning balance	0	110,265
Stockholders’ deficit:
Common stock, $0.0001 par value, 110,000,000 and 43,763,126 shares authorized, 36,849,076 and 6,121,253 outstanding at December 31, 2022 and December 31, 2021, respectively	4	1
Additional paid-in capital	158,335	3,736
Accumulated deficit	(148,417)	(109,850)
Total stockholders’ equity (deficit)	9,922	(106,113)
Total liabilities, mezzanine equity and stockholders’ deficit	$ 52,311	$ 16,462

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Debt discount	$ 7,000	$ 7,000
Redeemable preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable preferred stock, authorized	1,000,000	24,545,386
Redeemable preferred stock, issued	0	23,858,824
Redeemable preferred stock, outstanding	0	23,858,824
Liquidation Preference		$ 67,417
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	110,000,000	43,763,126
Common stock, outstanding (in shares)	36,849,076	6,121,253

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues	$ 54,865	$ 20,082
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)	4,024	2,777
Platform operations and support	13,825	10,265
Sales and marketing	35,156	10,221
General and administrative	32,415	6,956
Depreciation and amortization	571	388
Total costs and expenses	85,991	30,607
Change in fair value of derivative liability	(4,958)	0
Gain on forgiveness of PPP loan	0	3,482
Interest expense, net	(2,470)	(61)
Income (loss) before income taxes	(38,554)	(7,104)
Income tax benefit (expense)	(13)	793
Net income (loss)	$ (38,567)	$ (6,311)
Net earnings (loss) per share
Net loss per share, Basic	$ (2.07)	$ (1.10)
Net loss per share, Diluted	$ (2.07)	$ (1.10)
Weighted-average shares, Diluted	18,641,076	5,742,807

Consolidated Statements of Redeemable Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands	Total	Community Share Issuance	Previously Reported	Revision of Prior Period, Adjustment	Series P convertible preferred shares	Redeemable Convertible Preferred Stock	Common Stock	Common Stock Community Share Issuance	Common Stock Previously Reported	Common Stock Revision of Prior Period, Adjustment	Common Stock Series P convertible preferred shares	Common Stock Redeemable Convertible Preferred Stock	Additional Paid-in Capital	Additional Paid-in Capital Community Share Issuance	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Series P convertible preferred shares	Additional Paid-in Capital Redeemable Convertible Preferred Stock	Accumulated Deficit	Accumulated Deficit Previously Reported	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Previously Reported
Redeemable Preferred Stock - Mezzanine Equity beginning balance (in shares) at Dec. 31, 2020	23,858,824		24,545,386	(686,562)
Redeemable Preferred Stock - Mezzanine Equity beginning balance at Dec. 31, 2020	$ 110,265		$ 110,265
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Dec. 31, 2021	23,858,824
Redeemable Preferred Stock - Mezzanine Equity ending balance at Dec. 31, 2021	$ 110,265
Balance at the beginning (in shares) at Dec. 31, 2020							5,471,643		5,629,095	(157,452)
Balance at the beginning at Dec. 31, 2020	(100,192)		$ (100,192)				$ 1		$ 1				$ 3,345		$ 3,345			$ (103,539)	$ (103,539)	$ 1	$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options (in shares)							28,248
Shares issued upon exercise of stock options	3												3
Stock-based compensation	222												222
Shares issued upon acquisition (in shares)							621,362
Shares issued upon acquisition	166												166
Other comprehensive loss	(1)																			(1)
Net income (loss)	(6,311)																	(6,311)
Balance at the end (in shares) at Dec. 31, 2021							6,121,253
Balance at the end at Dec. 31, 2021	$ (106,113)						$ 1						3,736					(109,850)		0
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred Series P issuance, net of issuance costs (in shares)	1,100,000
Preferred Series P Issuance, net of issuance costs	$ 10,925
Conversion of preferred stock to common (in shares)					(1,100,000)	(23,858,824)
Conversion of preferred to common stock					$ (10,925)	$ (110,265)
Redeemable Preferred Stock - Mezzanine Equity ending balance (in shares) at Dec. 31, 2022	0
Redeemable Preferred Stock - Mezzanine Equity ending balance at Dec. 31, 2022	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options (in shares)	118,514						118,514
Shares issued upon exercise of stock options	$ 17												17
Conversion of preferred stock to common stock (in shares)											1,100,000	23,858,824
Conversion of preferred to common stock					$ 10,925	$ 110,265						$ 2				$ 10,925	$ 110,263
Stock-based compensation (in shares)							52,899
Stock-based compensation	625												625
Stock-based compensation due to Earnout Shares	23,867												23,900
PIPE and Backstop Shares (in shares)								300,000
Issuance of Community Shares		$ 1,971												$ 1,971
Business Combination (in shares)							6,645,964
Business Combination with CHW, net of transaction costs and other related shares	10,547						$ 1						10,546
Settlement of forward share purchase agreement derivative liability (in shares)							(1,438,378)
Settlement of forward share purchase agreement derivative liability	$ (3,898)												(3,898)
Shares issued upon acquisition (in shares)	90,000						90,000
Shares issued upon acquisition	$ 283												283
Net income (loss)	(38,567)																	(38,567)
Balance at the end (in shares) at Dec. 31, 2022							36,849,076
Balance at the end at Dec. 31, 2022	$ 9,922						$ 4						$ 158,335					$ (148,417)		$ 0

Consolidated Statement of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (38,567)	$ (6,311)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	24,492	222
Gain on PPP loan forgiveness	0	(3,482)
Amortization of debt discount on debt financing	1,034	0
Provision for deferred taxes	0	(793)
Depreciation and amortization	571	388
Issuance of Community Shares	1,971	0
Noncash interest – deferred purchase consideration	81	54
Noncash change in fair value of derivatives	4,958	0
Changes in operating assets and liabilities:
Accounts receivable	(3,234)	(2,478)
Prepaid expenses and other current assets	534	(675)
Deferred costs	0	(930)
Other assets	0	872
Accounts payable	4,853	1,299
Operating lease liabilities	32	0
Accrued expenses and other current liabilities	128	(364)
Deferred revenue	344	88
Other non-current liabilities	0	(146)
Net cash used in operating activities	(2,803)	(12,256)
Cash flows from investing activities
Purchases of short-term investments	0	(17,692)
Proceeds from sale and maturity of short-term investments	2,550	27,481
Payment of deferred purchase consideration	(718)	(188)
Net cash acquired in acquisition of Furmacy, Inc.	54	0
Cash paid for acquisition of Compare Pet Insurance, Inc.	0	(1,509)
Purchase of property and equipment	(51)	(5)
Net cash provided by investing activities	1,835	8,087
Cash flows from financing activities
Proceeds from exercises of stock options	17	3
Payments on PPP loan	(404)	(54)
Proceeds from Blue Torch Financing Agreement	24,123	0
Repayment of Blue Torch Financing	(161)	0
Proceeds from the issuance of Series P preferred stock, net of issuance costs	10,925	0
Proceeds from Business Combination with CHW, net of transaction costs	2,589	0
Net cash provided by financing activities	37,089	(51)
Net change in cash, cash equivalents, and restricted cash	36,121	(4,220)
Cash, cash equivalents and restricted cash at beginning of period	2,845	7,065
Cash, cash equivalents and restricted cash at end of period	38,966	2,845
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	2,470	22
Cash paid during the year for income taxes	0	1
Forward share purchase agreements	4,958	0
Conversion of preferred shares to common stock	$ (121,188)	$ 0

Description of the Business	12 Months Ended
Description of the Business	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Business	Description of the Business Wag! Group Co. (“Wag!,” "Wag," the “Company,” “we” or “our”) formerly known as CHW Acquisition Corporation is incorporated in Delaware with headquarters in San Francisco, California. The Company develops and supports proprietary marketplace technologies available as a website and mobile app (“platform” or “marketplace”) that enables independent pet caregivers (“PCG”) to connect with Pet Parents (“Services”) and third party service partners to provide a suite of pet wellness services and products (“Wag! Wellness” or "Wellness"), including pet expert advice, pet wellness plans, and a pet insurance comparison tool. 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. The Company operates in the United States. On August 9, 2022 (the “Closing Date” or "Merger Date"), Wag! Labs, Inc. ("Legacy Wag!"), CHW Acquisition Corporation (“CHW”), and CHW Merger Sub, Inc. (“Merger Sub”) pursuant to the terms of the Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) dated February 2, 2022, completed the business combination of Legacy Wag! and CHW which was effected by the merger of Merger Sub with and into Legacy Wag!, with Legacy Wag! surviving the Merger as a wholly owned subsidiary of CHW (the “Merger,” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). Upon completion of the Merger on August 9, 2022, the Company changed its name to Wag! Group Co. and effectively assumed all of CHW’s material operations. Refer to Note 3 - Business Combinations for more information regarding the Merger. In November 2022, the Company via its wholly owned subsidiary, Compare Pet Insurance Services, Inc. ("CPI"), entered into an agreement to invest in a new limited liability company for an investment of $1.47 million. The Company funded this investment in the first quarter of 2023. We do not anticipate having control of the entity. On December 27, 2022 Wag! entered into an Asset Purchase Agreement with Clicks and Traffic LLC (“Dog Food Advisor”) to purchase its Dog Food Advisor assets for cash consideration of $9.0 million. The transaction subsequently closed on January 5, 2023, upon satisfaction of the remaining closing conditions. Dog Food Advisor is one of the most visited and trusted dog food marketplaces, helping Pet Parents make informed decisions about dog and cat food. For additional information around the accounting for the transaction, refer to Note 15 - Subsequent Events.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

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

For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by the applicable exchange ratio with the exception of the authorized shares and shares reserved for issuance. The shares and per share amounts, prior to the Merger, have been retroactively restated as shares reflecting conversion at the exchange ratio of 0.97 established in the Business Combination Agreement. See Note 3—Business Combinations for additional information.

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 within the United States.

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 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, valuation of stock-based compensation and warrants, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed in business combinations 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 $148.4 million and $109.9 million as of December 31, 2022 and December 31, 2021, respectively. Historically, the Company has primarily financed its operations through equity and debt financings. The Company intends to finance its future operations through its existing cash and investments. The Company believes that these sources of liquidity will be sufficient to meet its operating needs for at least the next 12 months.

Since December 2019, the coronavirus (“COVID-19”) has spread throughout the United States and in many other countries globally. The extent to which the Company’s operations will continue to be impacted by the COVID-19 pandemic will depend largely on future developments including the emergence of new variants and actions by government authorities and private businesses to contain new outbreaks of the pandemic or respond to its impact, among other things. The COVID-19 pandemic has impacted our business operations, results of operations, financial position, liquidity, and cash flows. The Company’s revenues in 2021 decreased compared to the pre-COVID revenues, and, although the 2022 fiscal year as seen the highest quarterly revenue since inception, 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 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.

Investments

Investments consist mainly of short-term U.S. government and agency securities, 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 years ended December 31, 2022 and 2021.

Accounts Receivable

Accounts receivable primarily represent amounts charged but not yet received by the balance sheet date, This includes 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 includes accounts receivable recorded 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
Capitalized software			3 years
Leasehold improvements			Shorter of estimated useful life or lease term

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 years ended December 31, 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

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 at the measurement date, 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. Due to the limited trading history of the Company’s common stock, the expected volatility assumption is generally based on volatilities of a peer group of similar companies whose share prices are publicly available. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own common stock price becomes available. The Company utilizes a dividend yield of zero, as it has no history or plan of declaring dividends on its common stock.

The Company recognizes share-based compensation expense, equal to the grant date fair value of stock options on a straight-line basis over the requisite service period. The Company accounts for forfeitures as they occur rather than on an estimated basis. Stock-based compensation expense for the years ended December 31, 2022 and 2021 has been reduced for actual forfeitures.

In connection with the Business Combination, Legacy Wag! stockholders and certain members of management and employees of Legacy Wag! that held either a share of common stock, a Legacy Wag! option or a Legacy Wag! RSU Award (collectively "Eligible Company Equityholders") at the date of the Merger, have the contingent right to Earnout Shares as more fully described in Note 3 - Business Combinations. For Eligible Company Equityholders who were employees or members of management immediately prior to the completion of the Merger, the rights to the Earnout Shares fully vested on the Merger Date and represent a separate award from their existing share-based payment award. In addition, the rights of the Earnout awards are not dependent upon continued employment by the employee or management with the Company in order to receive the Earnout shares if the conditions of issuance are met in the future. The Company determined that the market condition will not affect the term over which the related compensation expense will be recorded because the employee is not required to be employed at the time the market condition is achieved in order to vest in the award. As such, all service conditions were met and, in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”), the company recorded a charge to stock compensation of $23.9 million on the Merger Date for the full fair value of the employee and management Earnout Shares awarded.

Effective with the Merger of August 9, 2022, the Company's 2014 Stock Plan terminated and the Company only issues RSUs on a go-forward basis under the 2022 Omnibus Incentive Plan ("Omnibus Incentive Plan"). As of December 31, 2022, the Company has granted RSUs with service conditions. Service conditions that affect whether or not an award vests or becomes exercisable are not directly incorporated into the estimate of fair value at the grant date.

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 years ended December 31, 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

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 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 from the payment of the subscription fee 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

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 revenues on a gross or net basis based on whether the Company controls the service provided to the pet parent and is the principal (i.e., “gross”), or whether the Company arranges for other parties to provide the service to the pet parent and is an agent (i.e. “net”). 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 revenues at the time the PCG service is completed. Discounts on services offered through our subscription program are also recorded as a reduction of revenues.

Cost of Revenues (exclusive of depreciation and amortization)

Cost of revenues 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 $6.9 million and $5.0 million during the years ended December 31, 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 (Loss) 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, 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.

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, Distinguishing Liabilities from Equity ("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, is 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 Business Combination qualify for equity accounting treatment. Additionally, the Company considers its warrants ("Lender Warrants") issued in conjunction with the Blue Torch Financing Arrangement (see Note 10 - Debt for additional detail) to be equity classified since they do not meet the liability classification criteria. For further detail on the Company's Warrants (Public, Private and Lender), refer to Note 11 - Stockholders’ Deficit and Mezzanine Equity.

Forward Share Purchase Agreements

The Company accounted for the Forward Share Purchase Agreements ("FPAs") as a liability under ASC 480, Distinguishing Liabilities from Equity, because it embodied an obligation to repurchase the Company’s shares by paying cash. Therefore, the option was classified as a current liability and is measured at fair value on the Company’s Consolidated Balance Sheets. The unrealized gains and losses from changes in the fair value of the FPAs is reflected in the Consolidated Statements of Operations. This liability was subject to re-measurement at each balance sheet date until exercised, and any change in fair value was recognized in our Consolidated Statement of Operations. As of December 31, 2022, all options under these agreements expired or were exercised. For more information, refer to Note 5 - Fair Value Measurements and Note 3 - Business Combinations.

Concentration Risks and Uncertainties

Significant customers are those which represent more than 10% of the Company’s total revenue or accounts receivable balance at each balance sheet date. During the year ended December 31, 2022, the Company had two customers that accounted for 10% or more of total revenue. These customers each represented $7 million to $8 million of total revenue for the year ended December 31, 2022, and in aggregate, accounted for 27% of the Company’s total revenue for the year ended December 31, 2022. As of December 31, 2022, the Company had four customers that accounted for 10% or more of accounts receivable. In aggregate, these customers represented 65% of total accounts receivable as of December 31, 2022. During the year ended December 31, 2021, the Company did not have any customers that accounted for 10% or more of total revenue or accounts receivable. Based on the nature of third party partners, the Company does not anticipate any collectability issues with these receivables and closely monitors the outstanding receivables for payment within agreed upon time periods.

Reclassifications

Certain reclassifications have been made to prior year financial information to conform to the current year presentation. In particular, certain Money market funds have been reclassified out of Short-term investments

available for sale and into Cash and cash equivalents on the Consolidated Balance Sheet, and Statement of Cash Flows.

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. When permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as private companies, as indicated below.

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 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 expects to adopt the standard using the modified retrospective transition method and does not expect the adoption to have an impact to the accumulated deficit on the consolidated balance sheets as of January 1, 2023.

Enactment of the Inflation Reduction Act of 2022

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA”) which, among other changes, created a new corporate alternative minimum tax (“AMT”) based on adjusted financial statement income and imposes a 1% excise tax on corporate stock repurchases. The effective date of these provisions is January 1, 2023. The enactment of the IRA did not have an impact on the Company’s financial statements in 2022. The Company does not expect to be an applicable corporation subject to the AMT tax in 2023 based on its reported GAAP earnings for the past three years.

Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combination And Reverse Recapitalization [Abstract]

Business Combinations

Business Combination with CHW

As described in Note 1, the Merger with CHW was consummated on August 9, 2022 (the “Merger Date”). On the Merger 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 Merger Date, CHW changed its name from CHW Acquisition Corporation to Wag! Group Co.

The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, CHW was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Wag! issuing shares for the net assets of CHW, accompanied by a recapitalization. The shares and net earnings (loss) per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger (0.97 shares of the Company’s common stock for each share of Legacy Wag! common stock). The net assets of CHW have been recognized at carrying value, with no goodwill or other intangible assets recorded. Wag! accounted for the acquisition of CHW based on the amount of net assets acquired upon consummation.

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

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

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

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

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

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

In connection with the Special Meeting and the Business Combination, the holders of 9,593,970 shares of CHW’s ordinary shares, par value $0.0001 per share, exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of $95,939,700. As a result, the Company received approximately $29.1 million, of which $23.9 million was placed in escrow (and classified as Restricted Cash) in accordance with the Forward Share Purchase Agreements (see section below entitled "Forward Purchase Agreements" for additional information). As of the date of the Merger, the Company also entered into a financing arrangement Blue Torch Finance, LLC and received net proceeds of $29.4 million from a Secured Note (see Note 10 - Debt for additional information). Additionally, the Company received $5 million from the PIPE and Backstop Investor as a result of the agreement entered into by CHW with the PIPE and Backstop Investor party on February 2, 2022 that closed immediately prior to the Merger.

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

i.all outstanding shares of Legacy Wag!’s preferred stock, except for Legacy Wag! Series P Shares (as described in part (vi) below), were converted into shares of the Company’s common stock, par value

$0.0001 per share, at the then-effective conversion rate as calculated pursuant to the Business Combination Agreement;

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

iii.the conversion of 91,130 warrants issued and outstanding by Legacy Wag! in 2017 to two lenders (the “Legacy Wag! Common Warrants”) into warrants exercisable for shares of the Company’s common stock with the same terms except for the number of shares exercisable and the exercise price, each of which were adjusted using an exchange ratio of 0.97 for Legacy Wag! Common Warrants (further described in Note 11 - Stockholders’ Deficit and Mezzanine Equity);

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

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

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

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

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

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

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

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

Forward Share Purchase Agreements

Simultaneously with the closing of the Business Combination, the Company deposited $24.7 million into an escrow account pursuant to four Forward Share Purchase Agreements ("FPAs") entered into by CHW on August 5, 2022. In accordance with the FPAs, on the date of the purchase by the Company of the Investor Shares (the "Put 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 Merger 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 Put 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 FPAs (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 Merger Date and prior to Put 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 were 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 Merger Date, the Escrow Agent shall release all remaining funds from the escrow account for the Company’s use without restriction. The Company accounts for the FPAs as a derivative liability, remeasured to fair value on a recurring basis, with changes in fair value recorded to earnings. For more information, see Note 5 - Fair Value Measurements.

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

Financing Agreement

On the Merger Date, the Company entered into a financing agreement with Blue Torch Finance, LLC. See Note 10 - Debt for additional information.

Reverse Recapitalization

The following table reconciles the elements of the Business Combination, accounted for as a reverse recapitalization, to the Consolidated Statements of Cash Flows and the Consolidated Statements of Stockholders' Deficit for the year ended December 31, 2022 (in thousands):


	Reverse Recapitalization
Cash – CHW’s trust (net of redemptions)	$	28,330
Cash – PIPE and Backstop Investor	5,202


Payment of transaction costs and other related expenses	(12,488)
Payment of deferred transaction costs	(9,318)

Proceeds from merger with CHW, net of issuance costs as of the Merger Date	$	11,726
Reversal of APIC impact recorded upon issuance of Forward Share Purchase Agreements ("FPAs") in August 2022	(23,203)
Cash received from FPA at Put Date	9,837
APIC impact of FPA at Put Date, net of cash received	4,229
Proceeds from merger with CHW, net of issuance costs as of December 31, 2022	$	2,589


			Number of Shares


CHW public shares, prior to redemptions¹			12,500,000
Less redemption of CHW shares			(9,593,970)
CHW public shares, net of redemptions			2,906,030
Sponsor Shares			3,117,500
PIPE and Backstop Shares			500,000


Business Combination and Financing Shares			6,523,530
Other share activity (Analyst Shares², Warrant Exercises)			122,434
Business Combination, Financing Shares and Other Related Shares			6,645,964
Legacy Wag! Shares³			31,100,000
Total shares of common stock immediately after Business Combination			37,745,964

__________________

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

2.50,000 shares were issued to Craig-Hallum Capital Group LLC at a price of $4.83 per share.

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

Earnout Compensation

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

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

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

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

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

of Earnout Shares allocated to each individual pursuant to the calculation defined in the Business Combination Agreement. The following table provides the assumptions used to determine fair value:


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

As a result of the issuance of Community Shares, stock compensation expense incurred in connection with the Earnout Shares, and fair value measurement of the FPAs the Company incurred $39.5 million in transaction related charges in 2022 within General and administrative, Sales and marketing and Platform operations and support, and Change in fair value of derivative liability on the Consolidated Statements of Operations. As a result of the expiration of the FPAs, an additional $8.7 million gain comprised of a $0.9 million gain upon settlement on November 9, 2022, and a $7.8 million gain recognized upon the extended settlement date of November 23, 2022 were recognized

Acquisition of Compare Pet Insurance, Inc.

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 shares of common stock. Of the cash consideration purchase price, $1.5 million was paid on the acquisition date and the remaining $2.0 million to 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, 2022 and December 31, 2021, the amounts included in accrued expenses and other current liabilities, as well as other non-current liabilities on the consolidated balance sheet, were $1.4 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):


	Fair Value		Estimated Useful Life (years)
Developed technology	$	648	4
Customer relationships and licenses	2,121		5-10
Trademarks	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.

Acquisition of Furmacy, Inc.On October 24, 2022, the Company closed on the acquisition of Furmacy, Inc. (“Furmacy”). The acquisition was an all stock transaction whereby consideration was satisfied through the issuance 90,000 shares of Wag! common stock which was valued at $283 thousand, based on the fair value of the securities on their date of issuance. The acquisition was not material. Furmacy empowers veterinary clinics with easy-to-use pharmacy software, giving them the ability to prescribe pet medication instantly and have it delivered to the Pet Parents’ door the same-day, and usually in less than a few hours, from a local warehouse. For detail regarding the goodwill and intangible assets recognized as a result of the acquisition, refer to Note 6 - Goodwill and Intangible Assets of Notes to the Consolidated Financial Statements.

Revenue and Contract Liabilities

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue and Contract Liabilities

Revenue

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


	Years Ended December 31,
	2022		2021
Services revenue	$	21,823	$	14,951
Wellness revenue	33,042		5,131
Total revenues	$	54,865	$	20,082

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 $2.2 million and $1.9 million as of December 31, 2022 and December 31, 2021, respectively. Revenues recognized for the years ended December 31, 2022 and 2021 related to the Company’s contract liabilities as of the beginning of the year was $0.3 million and $0.1 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

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

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, 2022
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	31,690	$	—	$	—	$	31,690


Total financial assets	$	31,690	$	—	$	—	$	31,690


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	837	$	—	$	—	$	837
Short-term investments

Corporate bonds	—		2,554		—		2,554
Total financial assets	$	837	$	2,554	$	—	$	3,391

Unrealized gains and losses for the three and years ended December 31, 2022 and 2021 are immaterial.

Forward Share Purchase Agreements Liability

On November 9, 2022, the Company settled the derivative liability associated with the Forward Share Purchase Agreements ("FPAs") by repurchasing 1,438,378 shares of common stock at $10.30 on the settlement date. The fair value on the settlement date for the exercised FPAs was $10.9 million and was equal to the intrinsic value of the put option on the settlement date (November 9, 2022). The intrinsic value was calculated using an exercise price of $10.30 per share and stock price of $2.71 per share.

As described in Note 3 - Business Combinations, the Company entered into an Amended Agreement with one investor for 955,000 shares prior to the original settlement date. The investor did not elect to sell its shares to the Company as of the extension date and, the FPA expired unexercised, and the liability was effectively settled for no consideration. As such, the fair value of this FPA was $0 upon settlement, and the Company reversed the previously recorded liability balance as of the last measurement date and recognized a $7.8 million gain on fair value of derivative liability on the consolidated statement of operations in the fourth quarter.

As described above, the derivative liability was remeasured to its intrinsic value at the date the underlying shares were repurchased or settled unexercised. Based on the above, $5.0 million was recognized as a net loss within change in fair value of derivative liability on the consolidated statements of operations in 2022. The net loss is comprised of a $13.7 million loss recognized in the third quarter of 2022, a $0.9 million gain upon settlement on November 9, 2022, and a $7.8 million gain recognized upon the extended settlement date of November 23, 2022.

The liability for the FPAs was valued using a Black-Scholes Option Pricing formula, except upon settlement in which the fair value was used, which is considered to be a Level 3 fair value measurement. The fair value of the FPAs are based on the current stock price and a weighted average of historical volatilities from select benchmark companies. The following table presents the quantitative information regarding Level 3 fair value measurements of the Forward Purchase Agreements as of the following dates:


	September 30, 2022			August 9, 2022
Exercise price	$	10.30		$	10.30
Stock price	$	2.05		$	8.28
Volatility	42.0		%	70.0		%
Term (in years)	0.25			0.25
Risk-free rate	2.9		%	2.7		%
Dividend Yield	—		%	—		%

- 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, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

The following table summarizes the changes in the carrying amount of goodwill for the years ended December 31, 2022 and December 31, 2021, respectively (in thousands):


Balance December 31, 2020	$	—
CPI Acquisition	1,427
Balance December 31, 2021	$	1,427
Furmacy Acquisition (1)	24
Balance December 31, 2022	$	1,451

__________________

(1)On October 24, 2022, the Company acquired Furmacy Inc. (“Furmacy”) for strategic opportunities related to expansion opportunities into the overall Pet Industry via the vet care and product sales channel. At December 31, 2022, goodwill related to the acquisition of Furmacy was $24 thousand. See Note 3 - Business Combinations for additional detail.

Intangible Assets

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


	December 31, 2022					December 31, 2021
	Gross Book Value		Accumulated Amortization	Net Book Value		Gross Book Value		Accumulated Amortization	Net Book Value







Developed technology	783		(226)	557		608		(65)	543
Customer relationships and licenses	2,166		(422)	1,744		2,170		(125)	2,045
Trademarks	291		(56)	235		276		(16)	260
Pharmacy board licenses	5		—	5		—		—	—
Total Finite Life Intangibles	3,245		(704)	2,541		3,054		(206)	2,848
Total Indefinite Life Intangible Assets	$	49		$	49	$	40		$	40

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, 2022 for each class of intangible assets were as follows (in years):


Developed technology			3 - 4 years

Strategic customer relationships and licenses			5 - 9 years

Trademarks			2 - 6 years




Pharmacy board licenses			1 year

Amortization expense related to acquired intangible assets for the year ended December 31, 2022 was $0.5 million. The Company did not recognize any intangible asset impairment losses during the year ended December 31, 2022.

Based on the amounts recorded a December 31, 2022 the Company estimates intangible asset amortization expense in each of the years ending December 31 as follows (in thousands):


2023	$	553
2024	548
2025	474
2026	376
2027	249
Thereafter	341
Total	$	2,541

Property and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

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


	As of December 31,
	2022		2021
Equipment	$	200	$	136

Capitalized software	460		460
Total property and equipment	660		596
Less: accumulated depreciation and amortization	572		506
Property and equipment, net	$	88	$	90

Depreciation and amortization expenses were $571 thousand and $388 thousand in 2022 and 2021, respectively.

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

Operating Leases

The Company leases its facilities under non-cancelable lease agreements which expire between 2022 and 2026. 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 noncancellable 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 two-year operating lease, which includes scheduled rent escalations during the lease term. The Company had an option to extend the lease through 2025, although the Company did not exercise the option and the lease expired in the third quarter of 2022.

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 received $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 years ended December 31, 2022 and 2021, the Company recognized $0.5 million and $0.9 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 was 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. The monthly base rent will be $10.4 thousand for months two through thirteen and will increase by approximately 1.9% over the initial term. There is no option to extend the lease.

The Company's corporate headquarters are located in San Francisco, California, pursuant to an operating lease that was to expire in August 2023. On October 28, 2022, the lease agreement was amended to extend for a period of 30 months through February 28, 2026. The monthly base rent will be $20.4 thousand for the first year and will increase by 3.0% per year over the initial term.

As a result of the Furmacy acquisition on October 24, 2022, the Company assumed two real-estate operating leases for their headquarter location in El Dorado Hills, California. The leases are separate and distinct for office space and warehouse use. The remaining lease term as of the acquisition date was 13 months for each lease. The Company measured the lease liabilities at the present value of the remaining lease payments, as if each acquired lease was a new lease of the Company at the acquisition date. There is no option to extend the leases further.

Non-cash activities involving Right of Use ("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. Operating lease expense

under ASC 842 for leased facilities was $0.4 million, net of sublease income of $0.5 million, and variable lease costs were $0.1 million for the year ended December 31, 2022. Rent expense for operating leases, as previously reported under former lease accounting standards, net of sublease income, was $2.6 million for the year ended December 31, 2021.

As of December 31, 2022, the future minimum lease payments required under operating leases were as follows (in thousands):


2023	288
2024	248
2025	255
2026	43
Total minimum lease payments	$	834

The weighted average remaining lease term and the weighted average discount rate of the Company’s operating leases is 2.3 years and 8.6% at December 31, 2022. 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.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal and other contingencies From time to time, the Company is party to litigation and subject to claims, including non- income tax audits, in the ordinary course of business. The Company follows a thorough process to estimate the reasonably possible loss or range of loss, and only if the Company is unable to make such an estimate does the Company conclude and disclose that an estimate cannot be made. Accordingly, unless otherwise indicated below, a reasonably possible loss or range of loss associated with any individual contingency cannot be estimated. The Company accrues an estimate for the probable loss or a range of loss when management believes information available to it indicates that the amount of loss can be reasonably estimated. The Company adjusts its estimated 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 would incur a reasonably estimable material loss related to such loss 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 August 2018, the New York State Department of Labor (“DOL”) issued an Investigation Report assessing the Company with approximately $250,000 in unemployment insurance contributions for our independent contractors. In May 2021, the Unemployment Insurance Appeal Board affirmed its decision sustaining the Department’s assessment. Interest continues to accrue on this assessment. As of December 31, 2022, the Company’s liability related to this matter is $248 thousand. In November 2019, California issued an assessment alleging various violations and penalties related to alleged misclassification of pet caregivers who use the Company’s platform as independent contractors. The Company has challenged both the legal basis and the amount of the assessment, of $1.7 million in unemployment insurance contributions for our independent contractors. In April 2022, the California Employment Development Department ("CA EED") initiated a routine employment tax audit of the Company. We are engaged in ongoing discussions with the CA EDD, including providing additional data that has been requested, in order to determine what, if any, additional assessments are warranted. CA EDD alleges the Company owes approximately $1.3 million in unemployment insurance contributions for our independent contractors. In response we submitted a Petition for Reassessment and intend to defend ourselves vigorously in this pending matter. The Company believes given the inherent uncertainties of litigation, the outcome of this matter is not considered probable nor estimable and, therefore, the Company has not recorded a reserve. The Company is subject to audits by taxing authorities and other forms of investigation, audit, or inquiry conducted by federal, state, or local governmental agencies. Due to the inherent uncertainties in the final outcome of such matters, the Company can give no assurance that it will prevail in such matters, which could have an adverse effect on the Company’s business. In addition, the Company may be subject to greater risk of legal claims or regulatory actions as it increases and continues its operations in jurisdictions where the laws and regulations governing online marketplaces or the employment classification of service providers who use online marketplaces are uncertain or unfavorable. As of December 31, 2022 and 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.

Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

PPP Loan

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. As of December 31, 2022, the outstanding principal balance was $1.2 million.

Blue Torch Financing and Warrant Agreement

On August 9, 2022, the Legacy Wag! entered into a financing agreement and warrant agreement with Blue Torch Finance, LLC (together with its affiliated funds and any other parties providing a commitment thereunder, including any additional lenders, agents, arrangers or other parties joined thereto after the date thereof, collectively, 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. The Credit Facility is secured by a first priority security interest in substantially all assets of the Company and the guarantors.

The Credit Facility bears interest at a floating rate of interest equal to, at Legacy Wag’s option, Secured Overnight Financing Rate ("SOFR") plus 10.00% per annum or the reference rate plus 9.00% per annum, with the reference rate defined as the greatest of:

•2.00% per annum;

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

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

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

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

The Credit Facility matures in three years after the Closing Date, and will be subject to quarterly amortization payments of principal, in an aggregate amount equal to 2.00% of the principal amount of the Credit Facility in the first year after closing, 3.00% of the principal amount of the Credit Facility in the second year after closing and 5.00% of the principal amount of the Credit Facility in the third year after closing. The remaining outstanding principal balance of the Credit Facility will be due and payable in full on the maturity date. In addition to scheduled amortization payments, the Credit Facility contains customary mandatory prepayment provisions that require principal prepayments of the Credit Facility upon certain triggering events, including receipt of asset sale proceeds outside of the ordinary course of business, receipt of certain insurance proceeds and receipt of proceeds of non-permitted debt. The Credit Facility may also be voluntarily prepaid at any time, subject to the payment of a prepayment premium. The prepayment premium is payable for voluntary payments and certain mandatory prepayments, and is equal to an interest make-whole payment plus 3.00% of the principal amount of such prepayment in the first year after closing, 2.00% of the principal amount of such prepayment in the second year after closing, and 0% thereafter. No interest make-whole payment is due after the first year.

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

Legacy Wag’s obligations under the Blue Torch Financing Agreement are guaranteed by certain of its subsidiaries meeting materiality thresholds set forth in the Blue Torch Financing Agreement (the "Financing Agreement"). Such obligations, including the guarantees, are secured by substantially all of the personal property of the Company and its subsidiary guarantors, including pursuant to a Security Agreement entered into on August 9, 2022. The Blue Torch Financing Agreement establishes the following financial covenants: (i) Legacy Wag's trailing annual aggregate revenue shall exceed certain thresholds as of the end of each monthly computation period as defined therein; and (ii) Liquidity shall not be less than $5 million at any time. Legacy Wag! was in compliance with all covenants as of December 31, 2022. The facility was fully drawn upon as of December 31, 2022. The Company has incurred $0.6 million in interest expense as of December 31, 2022 at an annual interest rate of 12.95%. As of December 31, 2022, the outstanding principal balance was $26.2 million, net of discount of $7.0 million.

On the closing of the Credit Facility, Legacy Wag! also entered into the Lender Warrant Agreement with Vstock Transfer, LLC as warrant agent, pursuant to which affiliates of Blue Torch Capital LP (“Blue Torch”) received 1,896,177 warrants to acquire common stock of the Company, par value $0.0001 per share (“Common Stock”), for $11.50 per whole share (such warrants, the “Lender Warrants”). The Lender Warrants were issued pursuant to the SPAC Warrant Agreement (as defined in the Business Combination Agreement) and are subject to

the terms and conditions thereof, as modified (whether reflected in the terms of the Lender Warrants issued on the Merger Date, or in an amendment to or exchange for the Lender Warrants consummated after the Merger Date) to provide that (i) the exercise period of the Lender Warrants will terminate on the earliest to occur of (x) the date that is ten years after completion of the Business Combination, (y) liquidation of the Company, and (z) redemption of the Lender Warrants as provided in the SPAC Warrant Agreement (the “Lender Warrant Expiration Date”), (ii) Blue Torch has the ability to net exercise the Lender Warrants (based on the fair value of the stock at the time of net exercise, fair value being equal to the public trading price at the time of exercise) on a cashless basis, (iii) Blue Torch received the benefit of certain customary representations and warranties from the Company, and (iv) the Lender Warrants are not required to be registered under the Securities Act.

We classify the Lender Warrants as equity on our consolidated balance sheet as of December 31, 2022. As the Warrants are classified as equity instruments, the Company will not remeasure the Warrants each accounting period. The Company estimated the fair value of warrants exercisable for common stock using the Black-Scholes option valuation model. The Black-Scholes option valuation model inputs are based on the estimated fair value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrant, the risk-free interest rates, the expected dividends, and the expected volatility of the price of the Company’s underlying stock. These estimates, especially the expected volatility, are highly judgmental and could differ materially in the future.


	Carry Value as of December 31, 2022 (in thousands)		Exercise Price (in whole dollars)		Dividend Yield		Volatility		Risk-Free Interest Rate		Expected Term (in years)
Lender Warrants	$	6,104	$	11.50	—	%	33.00	%	2.97	%	10

As the Lender Warrants are not liability classified instruments, the proceeds were allocated based on the relative fair values of the financial instruments issued as a whole.

Future minimum payments of the principal on the Company’s outstanding obligations as of December 31, 2022 were as follows (in thousands):


	Amounts
2023	$	1,264
2024	1,751
2025	30,227

Total principal amount	$	33,242

Letters of Credit

As of December 31, 2022 and 2021, the Company had letters of credit outstanding of $0 and $0.8 million included in other assets on the Company’s consolidated balance sheet, respectively.

- 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

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

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

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-Publisher FASB
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-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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-Paragraph 1I
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Stockholders' Equity (Deficit) and Mezzanine Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders' Equity (Deficit) and Mezzanine Equity

Stockholders’ Equity (Deficit) and Mezzanine Equity

Accumulated Other Comprehensive Income (Loss)

Changes to accumulated other comprehensive income (loss) for the year ended December 31, 2022 and 2021 were immaterial.

Preferred Stock

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 contained an adjustment provision that provided for additional shares to be issued based on a formula if the proposed Merger was not completed, as defined the Company’s Amended and Restated Certificate of Incorporation. Upon consummation of the Merger, the Series P Shares converted into the Company’s common stock on a one-for-one basis.

In connection with the Merger, all redeemable convertible preferred stock had been converted to common stock of the Company. As such, all outstanding shares of Legacy Wag!’s preferred stock, except for Legacy Wag! Series P Shares (as described above), were converted into shares of the Company’s common stock, par value $0.0001 per share, at the then-effective conversion rate of approximately 0.97.

The Company had outstanding redeemable preferred stock as follows. The amounts in the table below have been adjusted to reflect the exchange ratio (approximately 0.97 shares of the Company’s common stock for each share of Legacy Wag! common stock) established in the Merger:


	December 31, 2021
Series	Shares Designated	Shares Issued and Outstanding	Carrying Amount		Liquidation Preference
Seed	4,502,881	4,376,930	$	19,382	$	3,117
A	6,072,815	5,902,952	25,969		9,500
B	6,694,033	6,506,793	32,057		15,000
C	7,275,657	7,072,149	32,857		39,800
Total	24,545,386	23,858,824	$	110,265	$	67,417

Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock having a par value of $0.0001 per share. The Company’s board of directors has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. As of December 31, 2022, no shares of preferred stock were issued and outstanding.

Common Stock

As December 31, 2022 and December 31, 2021, the Company had authorized 110,000,000 and 43,763,126 shares of common stock (“common stock”) at a par value of $0.0001 per share, respectively. As of December 31, 2022 and December 31, 2021, 36,849,076 and 6,121,253 shares of the Company’s common stock were issued and outstanding, respectively. For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by the applicable exchange ratio of approximately 0.97 with the exception of the authorized shares and shares reserved for issuance.

Stock Compensation Plans

2014 Stock Option Plan

Under the Company’s 2014 Stock Option Plan (the “2014 Plan”), options were granted at fair value, and generally vest over four years and expire in ten years. The 2014 Plan provided for the grant of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), and other stock awards, or collectively, “stock awards”. The 2014 Plan allowed ISOs to be granted only to Legacy Wag!’s employees and the employees of Legacy Wag!’s parents or affiliates. The 2014 Plan allowed all other awards to be granted to Legacy Wag!’s employees, non-employee directors and consultants and the employees and consultants of Legacy Wag!’s parent or affiliates. The Company has granted stock options and restricted stock units (“RSUs”) under the 2014 Plan. In connection with the consummation of the Merger and following the Acquisition Closing, each option converted into an option to purchase shares of Wag! common stock. As of the Acquisition Closing, the Company no longer grants options under the 2014 Plan.

Omnibus Incentive Plan

The Wag! Group Co. 2022 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) was adopted by the stockholders in connection with the Merger and became effective upon the Acquisition Closing. The Omnibus Incentive Plan replaced the 2014 Plan which expired as to future grants as of the effective date of the Merger. The maximum aggregate number of shares (subject to adjustment) of our common stock reserved for issuance under the Omnibus Incentive Plan is 6,378,729. Additionally, the number of shares of Wag! common stock reserved for issuance under the Omnibus Incentive Plan will automatically increase on January 1st of each year, beginning on January 1, 2023 and continuing through and including January 1, 2032, in an amount equal to (i) a maximum of 10% of Wag! common stock outstanding as of each December 31st of the preceding calendar year or (ii) a lesser amount as determined by the Board. The 2022 Plan allows for the issuance of ISOs, NSOs, restricted stock awards, stock appreciation rights, restricted stock units (“RSUs”), and performance awards. The Board of Directors determines the period over which options become exercisable and options generally vest over a three or four-year period. The Company has not granted any stock options under this plan as of December 31, 2022. The Company granted 4.1 million RSUs under this plan as of December 31, 2022.

Employee Stock Purchase Plan

The Company sponsors the Wag! Group Co. Employee Stock Purchase Plan (the “ESPP”) which was adopted by the stockholders in connection with the Merger and became effective upon the Acquisition Closing. Under this plan, eligible employees have the opportunity to purchase shares of common stock at a discount through accumulated contributions of their earned compensation. The ESPP’s initial share reserve is 6,378,729 shares of common stock. Although effective, offering periods will not commence under the ESPP until determined by the Board or the compensation committee.

The ESPP provides a significant incentive by allowing employees to purchase shares of common stock at a discount. Accordingly, the plan is a non-compensatory plan. As of December 31, 2021, there were 6,378,729 shares available for future issuance as the plan has yet to commence.

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


	Number of Options	Weighted-average exercise price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Outstanding, December 31, 2021	7,368,461	$	0.39
Granted	—	—
Exercised	(118,514)	0.11
Cancelled/forfeited	(55,880)	0.91
Outstanding, December 31, 2022	7,194,067	$	0.40	7.2	$	19.3

The weighted-average grant date fair value of options granted during the year ended December 31, 2021 was $0.03 per option. 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%.The Company did not grant any options in 2022.


	2022	2021
Expected term	N/A	5.20 – 9.97 years
Volatility (%)	N/A	57.9% – 59.5%
Risk-free interest rate (%)	N/A	0.7% – 1.6%

As of December 31, 2022, the aggregate stock compensation expense remaining to be amortized was $59.4 thousand related to stock options. The Company expects this compensation balance to be recognized over a weighted average of 1.44 years. The Company does not currently expect to continue to issue stock option awards to its employees in future periods.

Includes the impact of $23.9 million of stock-based compensation charges recorded to additional-paid in capital related to Earnout Shares of New Wag! Common Stock in the third quarter of 2022. Since the Earnout awards are issued to the Eligible Company Equityholders and management as of the date of the merger without any requirement of future service obligations, the Company recorded a stock-based compensation entry reflected in the consolidated balance sheets as well as the income statement of the entire Earnout award fair value.

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. The Company recognizes the expense on straight-line basis over the requisite service period and recognizes forfeitures as they occur. 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 years ended December 31, 2022 is as follows:


	Restricted Stock (Unvested)
	Number of Shares	Weighted Average Grant Date Fair Value ($ per share)
Unvested at December 31, 2021	169,283	$	0.22
Grants	4,091,394	2.50
Vested	(52,902)	0.22
Forfeited	(13,000)	2.50
Unvested at December 31, 2022	4,194,775	$	2.44

As of the years ended December 31, 2022 and 2021 there was $9.8 million and $14.0 thousand of unrecognized expense related to unvested restricted stock. The Company expects this compensation balance to be recognized over a weighted average of 2.69 years.

The following table summarizes the total stock-based compensation expense by function for the year ended December 31, 2022 and 2021 (in thousands).



	2022		2021
Operations and support	$	2,991	$	36
Sales and marketing	2,138		11
General and administrative	19,363		175
Total	$	24,492	$	222

Common Stock Warrants

Legacy Wag! Common Warrants

Prior to January 2019, the Company granted 91,310 warrants to purchase common stock. The weighted average exercise price for the warrants 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. Upon consummation of the Merger, these warrants were unexercised at the date of the Merger and, as a result, were adjusted using an exchange ratio of 0.97 for Legacy Wag! Common Warrants. Subsequent to the Business Combination, the two Legacy Wag! holders net exercised their warrants on a cashless basis for 72,434 shares.

A summary of Legacy Wag! common stock warrants outstanding as of December 31, 2022 and December 31, 2021 is as follows:


	Number of Shares*	Weighted Average Exercise Price ($ per share)		Aggregate Intrinsic Value
Outstanding at December 31, 2022	—	$	—	—
Outstanding at December 31, 2021	88,756	$	1.59	—

_________________

*The shares of the Company's warrants have been retroactively adjusted as shares reflecting the exchange ratio.

CHW Public and Private Placement Warrants

Prior to the Merger, CHW issued 12,500,000 of Public Warrants and 4,238,636 of Private Warrants together the Warrants, (the “Warrants”), respectively, in connection with its initial public offering to CHW Acquisition Sponsor, LLC, the sponsor of CHW. After consummation of the Merger on August 9, 2022, the 4,238,636 Private Warrants held by the Sponsor were exchanged for 3,895,564 warrants to purchase shares of common stock of the Company issuable upon the exercise of Private Placement Warrants. Additionally, 12,500,000 shares of common stock that are issuable upon the exercise of Public Warrants remained outstanding. Each whole warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, at any time commencing on September 8, 2022, which was the later of 30 days after the completion of the Business Combination or 12 months from CHW's IPO closing date. The Warrants will expire on the fifth anniversary of the Business Combination, or earlier upon redemption or liquidation.

The Warrants issued pursuant to the CHW's IPO qualify for equity accounting treatment. The Warrants were not subject to revaluation at the Merger Date, and as such, the original valuation performed by CHW in connection with its IPO in September 2021 still apply. The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021:


Share Price (in whole dollars)		Exercise Price (in whole dollars)		Dividend Yield		Volatility		Risk-Free Interest Rate		Expected Term (in years)
$	10.00	$	11.50	—	%	22.00	%	1.31	%	5

The fair value as of September 1, 2021 was $1.32 per share. As of December 31, 2022, the Company has 12,500,000 of Public Warrants and 3,895,564 of Private Warrants outstanding respectively.

The Company may call the Warrants for redemption:

•in whole or in part;

•at a price of $0.01 per warrant;

•upon a minimum of 20 days’ prior written notice of redemption; and

•if, and only if, the reported last sale price of the Public Shares equals or exceeds $16.50 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.

If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger

or consolidation. However, the Warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The Company’s provision for income taxes for the years ended December 31, 2022 and 2021 was an expense of $13 thousand and benefit of $793 thousand, respectively. The provision for income taxes consisted of $19.8 thousand in deferred U.S. federal income tax and $1.5 thousand in deferred state income tax for the year ended December 31, 2022. The Company files federal and state income tax returns with varying statutes of limitations. The tax years from 2015 to 2022 remain open to examination. As of December 31, 2022, no examination is in progress in federal or state jurisdictions.

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


	Year Ended December 31,
	2022		2021
Statutory rate	21.0	%	21.0	%
State tax	1.4	%	2.2	%
Valuation allowance	(9.1)	%	(21.9)	%
Other	(0.1)	%	—	%
Stock based compensation	(12.3)	%	(0.6)	%
Change in fair value of derivative liability	(2.7)	%	—	%
Transaction costs - Success based	1.8	%	—	%
PPP Loan Forgiveness	—	%	10.0	%
Total	—	%	10.6	%

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


	Year Ended December 31,
	2022		2021
Deferred tax assets:
Net operating loss	$	54,628	$	52,373
Stock-based compensation	205		25
Charitable contributions	416		214
Accrued expenses	591		453
Capitalized research and development	1,249		—
Lease liability	218		—
Other	868		489
Total deferred tax assets	$	58,175	$	53,554
Deferred tax liabilities:
Fixed assets	$	—	$	(20)
Right-of-use asset	(191)
Intangibles assets	(713)		(731)

Total deferred tax liabilities	$	(904)	$	(751)
Valuation allowance	57,271		52,803
Net deferred tax taxes	$	—	$	—

The valuation allowance increased by $4.5 million for the year ended December 31, 2022, compared to the increase of $1.6 million for the year ended December 31, 2021. 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, 2022, the Company had U.S. federal and state net operating loss carryforwards of approximately $209 million and $178 million, respectively. The federal net operating loss carryforwards generated as of December 31, 2017 of $24.4 million will expire in 2037, while $184.6 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 2042.

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 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

- 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

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+ Details

Loss per share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Loss per share

The following table shows the computation of basic and diluted earnings per share for December 31, 2022 and December 31, 2021 (in thousands, except share data):


	Year ended December 31,
		2022		2021
Numerator:
Net income (loss) attributable to common stockholders		$	(38,567)	$	(6,311)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders		18,641,076		5,742,807
Net loss per share attributable to common stockholders, basic and diluted		$	(2.07)	$	(1.10)

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:


	Years ended December 31,
	2022	2021
Series Seed convertible preferred shares	—	4,376,930
Series A convertible preferred shares	—	5,902,952
Series B convertible preferred shares	—	6,506,794
Series C convertible preferred shares	—	7,072,149
Series P convertible preferred shares	—	—

Earnout Shares	15,000,000	—
Options and RSUs issued and outstanding	11,388,842	7,537,744
Warrants issued and outstanding	18,291,741	88,756
Total	44,680,583	31,485,325

Earnout Shares are excluded from basic and diluted net loss per share as such shares are contingently issuable until the share price of the Company’s common stock exceeds specified thresholds that have not been achieved as of December 31, 2022. For further information on Earnout Shares, see Note 3 - Business Combinations.

401(k) Plan	12 Months Ended
401(k) Plan	Dec. 31, 2022
Retirement Benefits [Abstract]
401(k) Plan	401(k) PlanIn 2019, 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 incurred expenses related to the 401(k) match of $60 thousand during the year ended December 31, 2022, no amounts were contributed to the plan in 2022 but are expected to be contributed in the first quarter of 2023. The Company did not make any contributions to the plan during the year ended December 31, 2021.

- Definition

The entire disclosure for retirement benefits.

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+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Acquisition of Dog Food Advisor On January 5, 2023, the Company announced the successful completion of its acquisition of Dog Food Advisor assets from Clicks and Traffic LLC (“Dog Food Advisor”) for cash consideration of $9.0 million. The acquisition was previously announced on January 3, 2023 and will expand Wag!’s reach into the Pet Food and Treats market of the pet industry. As the transaction recently closed, the Company is in the process of completing the purchase price accounting related to the business combination. We anticipate that a significant portion of the purchase consideration will be allocated to acquired intangible assets, specifically technology, and goodwill. We expect the preliminary purchase price accounting to be completed when all information on facts and circumstances that existed as of the acquisition date become available, but not to exceed 12 months following the acquisition date. Expiration of Lock-Up Agreement In connection with the Business Combination Agreement, on the Merger Date, CHW and certain Legacy Wag! stockholders entered into a lock-up agreement (the “Lock-Up Agreement”). Additionally, the Company's Bylaws provides for similar restrictions on other Legacy Wag! stockholders (collectively with the Lock-Up Agreement, the "Lock-Up Restrictions"). Pursuant to the Lock-Up Restrictions, such stockholders were subject to transfer restrictions during the period beginning on the Merger Date and ending on the date that is the earlier of (i) 180 days after the Merger Date and (ii) the date on which Wag! completes a liquidation, merger, capital stock exchange, reorganization or other similar transactions that result in all of Wag!’s stockholders having the right to exchange their shares for cash, securities or other property (the “Lock-Up Period”). On February 5, 2023, the Lock-Up Period expired and the Lock-Up Restrictions were removed.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Principles of Consolidation and Basis of Presentation

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

Segments

Use of Estimates

Business Combinations

Certain Significant Risks and Uncertainties

Cash and Cash Equivalents

Investments

InvestmentsInvestments consist mainly of short-term U.S. government and agency securities, 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.

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

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

anticipated undiscounted future net cash flows to the carrying value of the asset or asset group.

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 and Other Risks and Uncertainties

Concentration of Credit Risk

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.

Concentration Risks and Uncertainties

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

Sales and MarketingSales 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.

General and Administrative

Depreciation and Amortization

Earnings (Loss) Per Share

Accounting for Warrants

Accounting for WarrantsThe 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, Distinguishing Liabilities from Equity ("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, is 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 Business Combination qualify for equity accounting treatment. Additionally, the Company considers its warrants ("Lender Warrants") issued in conjunction with the Blue Torch Financing Arrangement (see Note 10 - Debt for additional detail) to be equity classified since they do not meet the liability classification criteria.

Forward Share Purchase Agreements

Forward Share Purchase AgreementsThe Company accounted for the Forward Share Purchase Agreements ("FPAs") as a liability under ASC 480, Distinguishing Liabilities from Equity, because it embodied an obligation to repurchase the Company’s shares by paying cash. Therefore, the option was classified as a current liability and is measured at fair value on the Company’s Consolidated Balance Sheets. The unrealized gains and losses from changes in the fair value of the FPAs is reflected in the Consolidated Statements of Operations. This liability was subject to re-measurement at each balance sheet date until exercised, and any change in fair value was recognized in our Consolidated Statement of Operations. As of December 31, 2022, all options under these agreements expired or were exercised.

Reclassifications

available for sale and into Cash and cash equivalents on the Consolidated Balance Sheet, and Statement of Cash Flows.

Recent Accounting Pronouncements Adopted and Accounting Standards Issued but Not Yet Adopted

Recent Accounting Pronouncements Adopted

Accounting Standards Issued but Not Yet Adopted

Credit Losses

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Property and Equipment, Net

The estimated useful lives are as follows:


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

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


	As of December 31,
	2022		2021
Equipment	$	200	$	136

Capitalized software	460		460
Total property and equipment	660		596
Less: accumulated depreciation and amortization	572		506
Property and equipment, net	$	88	$	90

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination And Reverse Recapitalization [Abstract]

Schedule of Reverse Recapitalization


	Reverse Recapitalization
Cash – CHW’s trust (net of redemptions)	$	28,330
Cash – PIPE and Backstop Investor	5,202


Payment of transaction costs and other related expenses	(12,488)
Payment of deferred transaction costs	(9,318)

Proceeds from merger with CHW, net of issuance costs as of the Merger Date	$	11,726
Reversal of APIC impact recorded upon issuance of Forward Share Purchase Agreements ("FPAs") in August 2022	(23,203)
Cash received from FPA at Put Date	9,837
APIC impact of FPA at Put Date, net of cash received	4,229
Proceeds from merger with CHW, net of issuance costs as of December 31, 2022	$	2,589


			Number of Shares


CHW public shares, prior to redemptions¹			12,500,000
Less redemption of CHW shares			(9,593,970)
CHW public shares, net of redemptions			2,906,030
Sponsor Shares			3,117,500
PIPE and Backstop Shares			500,000


Business Combination and Financing Shares			6,523,530
Other share activity (Analyst Shares², Warrant Exercises)			122,434
Business Combination, Financing Shares and Other Related Shares			6,645,964
Legacy Wag! Shares³			31,100,000
Total shares of common stock immediately after Business Combination			37,745,964

__________________

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

2.50,000 shares were issued to Craig-Hallum Capital Group LLC at a price of $4.83 per share.

Summary of Earnout Inputs and Valuation Techniques

The following table provides the assumptions used to determine fair value:


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

Schedule of Purchase Consideration

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

Schedule of estimated useful lives of the acquired intangible assets

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


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

Revenue and Contract Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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


	Years Ended December 31,
	2022		2021
Services revenue	$	21,823	$	14,951
Wellness revenue	33,042		5,131
Total revenues	$	54,865	$	20,082

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

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

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, 2022
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	31,690	$	—	$	—	$	31,690


Total financial assets	$	31,690	$	—	$	—	$	31,690


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	837	$	—	$	—	$	837
Short-term investments

Corporate bonds	—		2,554		—		2,554
Total financial assets	$	837	$	2,554	$	—	$	3,391

Fair Value Measurement Inputs and Valuation Techniques

The following table presents the quantitative information regarding Level 3 fair value measurements of the Forward Purchase Agreements as of the following dates:


	September 30, 2022			August 9, 2022
Exercise price	$	10.30		$	10.30
Stock price	$	2.05		$	8.28
Volatility	42.0		%	70.0		%
Term (in years)	0.25			0.25
Risk-free rate	2.9		%	2.7		%
Dividend Yield	—		%	—		%


	Carry Value as of December 31, 2022 (in thousands)		Exercise Price (in whole dollars)		Dividend Yield		Volatility		Risk-Free Interest Rate		Expected Term (in years)
Lender Warrants	$	6,104	$	11.50	—	%	33.00	%	2.97	%	10

The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021:


Share Price (in whole dollars)		Exercise Price (in whole dollars)		Dividend Yield		Volatility		Risk-Free Interest Rate		Expected Term (in years)
$	10.00	$	11.50	—	%	22.00	%	1.31	%	5

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of changes in the carrying amount of goodwill

The following table summarizes the changes in the carrying amount of goodwill for the years ended December 31, 2022 and December 31, 2021, respectively (in thousands):


Balance December 31, 2020	$	—
CPI Acquisition	1,427
Balance December 31, 2021	$	1,427
Furmacy Acquisition (1)	24
Balance December 31, 2022	$	1,451

__________________

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, 2022					December 31, 2021
	Gross Book Value		Accumulated Amortization	Net Book Value		Gross Book Value		Accumulated Amortization	Net Book Value







Developed technology	783		(226)	557		608		(65)	543
Customer relationships and licenses	2,166		(422)	1,744		2,170		(125)	2,045
Trademarks	291		(56)	235		276		(16)	260
Pharmacy board licenses	5		—	5		—		—	—
Total Finite Life Intangibles	3,245		(704)	2,541		3,054		(206)	2,848
Total Indefinite Life Intangible Assets	$	49		$	49	$	40		$	40

The weighted average amortization period remaining as of December 31, 2022 for each class of intangible assets were as follows (in years):


Developed technology			3 - 4 years

Strategic customer relationships and licenses			5 - 9 years

Trademarks			2 - 6 years




Pharmacy board licenses			1 year

Schedule of estimated amortization expense of intangible asset

Based on the amounts recorded a December 31, 2022 the Company estimates intangible asset amortization expense in each of the years ending December 31 as follows (in thousands):


2023	$	553
2024	548
2025	474
2026	376
2027	249
Thereafter	341
Total	$	2,541

- 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, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

The estimated useful lives are as follows:


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

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


	As of December 31,
	2022		2021
Equipment	$	200	$	136

Capitalized software	460		460
Total property and equipment	660		596
Less: accumulated depreciation and amortization	572		506
Property and equipment, net	$	88	$	90

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of future minimum lease payments required under operating leases

As of December 31, 2022, the future minimum lease payments required under operating leases were as follows (in thousands):


2023	288
2024	248
2025	255
2026	43
Total minimum lease payments	$	834

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Fair Value Measurement Inputs and Valuation Techniques

The following table presents the quantitative information regarding Level 3 fair value measurements of the Forward Purchase Agreements as of the following dates:


	September 30, 2022			August 9, 2022
Exercise price	$	10.30		$	10.30
Stock price	$	2.05		$	8.28
Volatility	42.0		%	70.0		%
Term (in years)	0.25			0.25
Risk-free rate	2.9		%	2.7		%
Dividend Yield	—		%	—		%


	Carry Value as of December 31, 2022 (in thousands)		Exercise Price (in whole dollars)		Dividend Yield		Volatility		Risk-Free Interest Rate		Expected Term (in years)
Lender Warrants	$	6,104	$	11.50	—	%	33.00	%	2.97	%	10

The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021:


Share Price (in whole dollars)		Exercise Price (in whole dollars)		Dividend Yield		Volatility		Risk-Free Interest Rate		Expected Term (in years)
$	10.00	$	11.50	—	%	22.00	%	1.31	%	5

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

Future minimum payments of the principal on the Company’s outstanding obligations as of December 31, 2022 were as follows (in thousands):


	Amounts
2023	$	1,264
2024	1,751
2025	30,227

Total principal amount	$	33,242

Stockholders' Equity (Deficit) and Mezzanine Equity (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of outstanding redeemable preferred stock


	December 31, 2021
Series	Shares Designated	Shares Issued and Outstanding	Carrying Amount		Liquidation Preference
Seed	4,502,881	4,376,930	$	19,382	$	3,117
A	6,072,815	5,902,952	25,969		9,500
B	6,694,033	6,506,793	32,057		15,000
C	7,275,657	7,072,149	32,857		39,800
Total	24,545,386	23,858,824	$	110,265	$	67,417

Schedule of option activity

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


	Number of Options	Weighted-average exercise price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Outstanding, December 31, 2021	7,368,461	$	0.39
Granted	—	—
Exercised	(118,514)	0.11
Cancelled/forfeited	(55,880)	0.91
Outstanding, December 31, 2022	7,194,067	$	0.40	7.2	$	19.3

Schedule of valuation assumptions


	2022	2021
Expected term	N/A	5.20 – 9.97 years
Volatility (%)	N/A	57.9% – 59.5%
Risk-free interest rate (%)	N/A	0.7% – 1.6%

Schedule of restricted stock activity

A summary of restricted stock activity for the years ended December 31, 2022 is as follows:


	Restricted Stock (Unvested)
	Number of Shares	Weighted Average Grant Date Fair Value ($ per share)
Unvested at December 31, 2021	169,283	$	0.22
Grants	4,091,394	2.50
Vested	(52,902)	0.22
Forfeited	(13,000)	2.50
Unvested at December 31, 2022	4,194,775	$	2.44

Schedule of common stock warrants outstanding

A summary of Legacy Wag! common stock warrants outstanding as of December 31, 2022 and December 31, 2021 is as follows:


	Number of Shares*	Weighted Average Exercise Price ($ per share)		Aggregate Intrinsic Value
Outstanding at December 31, 2022	—	$	—	—
Outstanding at December 31, 2021	88,756	$	1.59	—

_________________

*The shares of the Company's warrants have been retroactively adjusted as shares reflecting the exchange ratio.

Fair Value Measurement Inputs and Valuation Techniques

The following table presents the quantitative information regarding Level 3 fair value measurements of the Forward Purchase Agreements as of the following dates:


	September 30, 2022			August 9, 2022
Exercise price	$	10.30		$	10.30
Stock price	$	2.05		$	8.28
Volatility	42.0		%	70.0		%
Term (in years)	0.25			0.25
Risk-free rate	2.9		%	2.7		%
Dividend Yield	—		%	—		%


	Carry Value as of December 31, 2022 (in thousands)		Exercise Price (in whole dollars)		Dividend Yield		Volatility		Risk-Free Interest Rate		Expected Term (in years)
Lender Warrants	$	6,104	$	11.50	—	%	33.00	%	2.97	%	10

The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021:


Share Price (in whole dollars)		Exercise Price (in whole dollars)		Dividend Yield		Volatility		Risk-Free Interest Rate		Expected Term (in years)
$	10.00	$	11.50	—	%	22.00	%	1.31	%	5

Schedule of total stock-based compensation expense by function

The following table summarizes the total stock-based compensation expense by function for the year ended December 31, 2022 and 2021 (in thousands).



	2022		2021
Operations and support	$	2,991	$	36
Sales and marketing	2,138		11
General and administrative	19,363		175
Total	$	24,492	$	222

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

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

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


	Year Ended December 31,
	2022		2021
Statutory rate	21.0	%	21.0	%
State tax	1.4	%	2.2	%
Valuation allowance	(9.1)	%	(21.9)	%
Other	(0.1)	%	—	%
Stock based compensation	(12.3)	%	(0.6)	%
Change in fair value of derivative liability	(2.7)	%	—	%
Transaction costs - Success based	1.8	%	—	%
PPP Loan Forgiveness	—	%	10.0	%
Total	—	%	10.6	%

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,
	2022		2021
Deferred tax assets:
Net operating loss	$	54,628	$	52,373
Stock-based compensation	205		25
Charitable contributions	416		214
Accrued expenses	591		453
Capitalized research and development	1,249		—
Lease liability	218		—
Other	868		489
Total deferred tax assets	$	58,175	$	53,554
Deferred tax liabilities:
Fixed assets	$	—	$	(20)
Right-of-use asset	(191)
Intangibles assets	(713)		(731)

Total deferred tax liabilities	$	(904)	$	(751)
Valuation allowance	57,271		52,803
Net deferred tax taxes	$	—	$	—

Loss per share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of basic and diluted loss per share

The following table shows the computation of basic and diluted earnings per share for December 31, 2022 and December 31, 2021 (in thousands, except share data):


	Year ended December 31,
		2022		2021
Numerator:
Net income (loss) attributable to common stockholders		$	(38,567)	$	(6,311)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders		18,641,076		5,742,807
Net loss per share attributable to common stockholders, basic and diluted		$	(2.07)	$	(1.10)

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


	Years ended December 31,
	2022	2021
Series Seed convertible preferred shares	—	4,376,930
Series A convertible preferred shares	—	5,902,952
Series B convertible preferred shares	—	6,506,794
Series C convertible preferred shares	—	7,072,149
Series P convertible preferred shares	—	—

Earnout Shares	15,000,000	—
Options and RSUs issued and outstanding	11,388,842	7,537,744
Warrants issued and outstanding	18,291,741	88,756
Total	44,680,583	31,485,325

Description of the Business - Narrative (Details) - USD ($) $ in Thousands		2 Months Ended	12 Months Ended
	Jan. 05, 2023	Mar. 07, 2023	Dec. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Cash paid for acquisition of Compare Pet Insurance, Inc.			$ 0	$ 1,509
Subsequent Event
Variable Interest Entity [Line Items]
Initial investment		$ 1,470
Subsequent Event \| Dog Food Advisor
Variable Interest Entity [Line Items]
Cash paid for acquisition of Compare Pet Insurance, Inc.	$ 9,000

Summary of Significant Accounting Policies - Narrative (Details)		12 Months Ended
	Aug. 09, 2022 USD ($)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Exchange ratio	0.97	0.97
Number of operating segment \| segment		1
Accumulated deficit		$ 148,417,000	$ 109,850,000
Impairments of investments		0	0
Impairment of definite-lived intangible and long-lived assets		$ 0	0
Expected dividend yield		0.00%
Stock-based compensation due to Earnout Shares	$ 23,900,000	$ 23,867,000
Advertising expense		6,900,000	5,000,000
Operating lease, right of use assets, net		$ 695,000	$ 0
Top Two Customers \| Revenue Benchmark \| Customer Concentration Risk
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage of total revenue		27.00%
Customer One \| Revenue Benchmark \| Customer Concentration Risk
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues		$ 7,000,000
Customer Two \| Revenue Benchmark \| Customer Concentration Risk
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues		$ 8,000,000
Top Four Customers \| Accounts Receivable \| Customer Concentration Risk
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage of total revenue		65.00%
Additional Paid-in Capital
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stock-based compensation due to Earnout Shares		$ 23,900,000
Capitalized software
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful life		3 years
Cumulative Effect, Period of Adoption, Adjustment \| Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease, right of use assets, net				$ 500,000
Operating lease liability				$ 500,000
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ratable basis over contractual period		1 month
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ratable basis over contractual period		1 year

Summary of Significant Accounting Policies - Schedule of Property and Equipment, Net (Details)	12 Months Ended
	Dec. 31, 2022
Equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Capitalized software
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years

Business Combinations - CHW Narrative (Details) $ / shares in Units, holder in Millions						2 Months Ended	3 Months Ended		12 Months Ended
	Nov. 23, 2022 USD ($)	Nov. 09, 2022 USD ($) holder $ / shares	Nov. 01, 2022 shares	Aug. 09, 2022 USD ($) Lender tradingDay $ / shares shares	Aug. 05, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) lender $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Schedule Of Reverse Recapitalization [Line Items]
Exchange ratio				0.97		0.97	0.97		0.97
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Net proceeds \| $				$ 29,100,000
Restricted cash \| $				23,900,000
Proceeds from Blue Torch Financing Agreement \| $									$ 24,123,000	$ 0
Proceeds from PIPE \| $				$ 5,202,000
Warrants outstanding (in shares)				91,130
Number of lenders				2					2
Restricted cash \| $					$ 24,700,000
Derivative instrument, contingent consideration, liability, shares (in shares)			955,000		2,393,378
Shares purchase price (in dollars per share) \| $ / shares					$ 10.30
Holders repurchasing shares \| holder		1.4
Stock repurchased \| $		$ 14,800,000
Cash received from FPA at Put Date \| $		$ 9,837,000
Reverse recapitalization, contingent consideration, equity, triggering event period				3 years
Stock-based compensation due to Earnout Shares \| $				$ 23,900,000					$ 23,867,000
Payments of reverse recapitalization transaction costs \| $								$ 39,500,000
Change in fair value of derivative liability \| $									$ (4,958,000)	$ 0
Shares issued upon acquisition (in shares)									90,000
Forward Contracts
Schedule Of Reverse Recapitalization [Line Items]
Derivative instrument, contingent consideration, liability, shares (in shares)			955,000
Shares purchase price (in dollars per share) \| $ / shares		$ 10.30
Change in fair value of derivative liability \| $	$ 7,800,000	$ 900,000				$ 8,700,000	$ 7,800,000	$ (13,700,000)	$ (5,000,000)
Private placement
Schedule Of Reverse Recapitalization [Line Items]
Number of shares issued (in shares)				500,000
Price per share (in dollars per share) \| $ / shares				$ 10.00
Total proceeds \| $				$ 5,000,000
Issuance of Ordinary shares to Sponsor (in shares)				500,000
Community Share Issuance
Schedule Of Reverse Recapitalization [Line Items]
Issuance of Ordinary shares to Sponsor (in shares)				300,000
Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Shares issued upon acquisition (in shares)									90,000	621,362
Common Stock \| Community Share Issuance
Schedule Of Reverse Recapitalization [Line Items]
Issuance of Ordinary shares to Sponsor (in shares)									300,000
CHW Acquisition Corporation
Schedule Of Reverse Recapitalization [Line Items]
Number of shares redeemed (in shares)				9,593,970
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001
Redemption price (in dollars per share) \| $ / shares				$ 10.00
Value of shares forfeited \| $				$ 95,939,700
Earnout Shares
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, shares (in shares)				10,000,000
Management Earnout Shares
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, shares (in shares)				5,000,000
Earnout Consideration Triggering Event, One
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, stock price trigger (in dollars per share) \| $ / shares				$ 12.50
Earnout Consideration Triggering Event, One \| Earnout Shares
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, shares (in shares)				5,000,000
Reverse recapitalization, contingent consideration, equity, stock price trigger (in dollars per share) \| $ / shares				$ 12.50
Reverse recapitalization, contingent consideration, equity, threshold trading days \| tradingDay				20
Reverse recapitalization, contingent consideration, equity, threshold trading day period \| tradingDay				30
Earnout Consideration Triggering Event, Two
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, stock price trigger (in dollars per share) \| $ / shares				$ 15.00
Earnout Consideration Triggering Event, Two \| Earnout Shares
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, shares (in shares)				5,000,000
Reverse recapitalization, contingent consideration, equity, stock price trigger (in dollars per share) \| $ / shares				$ 15.00
Reverse recapitalization, contingent consideration, equity, threshold trading days \| tradingDay				20
Reverse recapitalization, contingent consideration, equity, threshold trading day period \| tradingDay				30
Earnout Consideration Triggering Event, Three
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, stock price trigger (in dollars per share) \| $ / shares				$ 18.00
Earnout Consideration Triggering Event, Three \| Earnout Shares
Schedule Of Reverse Recapitalization [Line Items]
Reverse recapitalization, contingent consideration, equity, shares (in shares)				5,000,000
Reverse recapitalization, contingent consideration, equity, stock price trigger (in dollars per share) \| $ / shares				$ 18.00
Reverse recapitalization, contingent consideration, equity, threshold trading days \| tradingDay				20
Reverse recapitalization, contingent consideration, equity, threshold trading day period \| tradingDay				30
Series P convertible preferred shares \| Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Conversion of preferred stock to common stock (in shares)				1,100,000					1,100,000
Secured Debt \| The Credit Facility
Schedule Of Reverse Recapitalization [Line Items]
Proceeds from Blue Torch Financing Agreement \| $				$ 29,400,000
Founder Shares
Schedule Of Reverse Recapitalization [Line Items]
Number of shares cancelled in maximum redemption scenario (in shares)				13,327
Number of shares cancelled in connection with Business Combination (in shares)				20,000

Business Combinations - Schedule of Reverse Recapitalization (Details) - USD ($) $ in Thousands				1 Months Ended
	Dec. 31, 2022	Nov. 09, 2022	Aug. 09, 2022	Aug. 31, 2022
Business Combination And Reverse Recapitalization [Abstract]
Cash – CHW’s trust (net of redemptions)			$ 28,330
Cash – PIPE and Backstop Investor			5,202
Payment of transaction costs and other related expenses			(12,488)
Payment of deferred transaction costs			(9,318)
Reversal of APIC impact recorded upon issuance of Forward Share Purchase Agreements ("FPAs") in August 2022				$ (23,203)
Cash received from FPA at Put Date		$ 9,837
APIC impact of FPA at Put Date, net of cash received		$ 4,229
Proceeds from merger with CHW, net of issuance costs	$ 2,589		$ 11,726

Business Combinations - Reverse Recapitalization Shares (Details)				12 Months Ended
	Nov. 01, 2022 shares	Aug. 09, 2022 $ / shares shares	Aug. 05, 2022 shares	Dec. 31, 2022 shares	Aug. 08, 2022 shares	Dec. 31, 2021 shares
Schedule Of Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)		37,745,964		36,849,076		6,121,253
Shares issued upon acquisition (in shares)				90,000
Business Combination (in shares)		6,523,530
Other share activity (Analyst Shares, Warrant Exercises) (in shares)		122,434
Business Combination, Financing Shares and Other Related Shares (in shares)		6,645,964
Legacy Wag! Shares (in shares)		31,100,000
Derivative instrument, contingent consideration, liability, shares (in shares)	955,000		2,393,378
Common and preferred stock outstanding prior to the Business Combination (in shares)					30,863,283
Exchange ratio		0.97		0.97
Private placement
Schedule Of Reverse Recapitalization [Line Items]
PIPE and Backstop Shares (in shares)		500,000
Price per share (in dollars per share) \| $ / shares		$ 10.00
Community Share Issuance
Schedule Of Reverse Recapitalization [Line Items]
PIPE and Backstop Shares (in shares)		300,000
Series P convertible preferred shares
Schedule Of Reverse Recapitalization [Line Items]
Number of shares converted (in shares)		1,100,000
Public Shareholders
Schedule Of Reverse Recapitalization [Line Items]
Shares issued upon acquisition (in shares)		2,906,030
Sponsor Members
Schedule Of Reverse Recapitalization [Line Items]
Shares issued upon acquisition (in shares)		3,117,500
Craig-Hallum Capital Group LLC
Schedule Of Reverse Recapitalization [Line Items]
Other share activity (Analyst Shares, Warrant Exercises) (in shares)		50,000
Price per share (in dollars per share) \| $ / shares		$ 4.83
CHW Acquisition Corporation
Schedule Of Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)					12,500,000
Less redemption of CHW shares (in shares)		(9,593,970)

Business Combinations - Summary of Earnout Inputs and Valuation Techniques (Details)	Dec. 31, 2022
Stock price
Business Acquisition [Line Items]
Earnout Shares Measurement Input	8.28
Dividend Yield
Business Acquisition [Line Items]
Earnout Shares Measurement Input	0
Volatility
Business Acquisition [Line Items]
Earnout Shares Measurement Input	0.4400
Risk-free rate
Business Acquisition [Line Items]
Earnout Shares Measurement Input	0.0320
Term (in years)
Business Acquisition [Line Items]
Earnout Shares Measurement Input	3

Business Combinations - Acquisition of Compare Pet Insurance, Inc. (Details) - USD ($)		12 Months Ended
	Aug. 03, 2021	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Cash paid for acquisition of Compare Pet Insurance, Inc.		$ 0	$ 1,509,000
CPI
Business Acquisition [Line Items]
Cash consideration	$ 3,500,000
Common stock consideration	$ 170,000
Common stock consideration (in shares)	639,000
Cash paid for acquisition of Compare Pet Insurance, Inc.	$ 1,500,000
Deferred purchase consideration	$ 2,000,000
Payment period	3 years
Contingent liabilities accrued		$ 1,400,000	$ 1,900,000
Working capital	$ 0

Business Combinations - Schedule of Purchase Consideration (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Aug. 03, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 1,451	$ 1,427		$ 0
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 - Schedule of Estimated Useful Lives of Acquired Intangible Assets (Details) - 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
Customer relationships and licenses
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 2,121
Customer relationships and licenses \| Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	5 years
Customer relationships and licenses \| Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	10 years
Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 276
Estimated Useful Life (years)	7 years

Business Combinations - Acquisition of Furmacy, Inc. (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Shares issued upon acquisition (in shares)	90,000
Shares issued upon acquisition	$ 283	$ 166

Revenue and Contract Liabilities - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenues	$ 54,865	$ 20,082
Services revenue
Disaggregation of Revenue [Line Items]
Total revenues	21,823	14,951
Wellness revenue
Disaggregation of Revenue [Line Items]
Total revenues	$ 33,042	$ 5,131

- 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

Revenue and Contract Liabilities - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Contract liabilities	$ 2.2	$ 1.9
Amount of revenue included in contract with customer liability	$ 0.3	$ 0.1

Fair Value Measurements - Schedule of Financial Assets (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets:
Total financial assets	$ 31,690	$ 3,391
Level 1
Assets:
Total financial assets	31,690	837
Level 2
Assets:
Total financial assets	0	2,554
Level 3
Assets:
Total financial assets	0	0
Money market funds
Assets:
Cash equivalents	31,690	837
Money market funds \| Level 1
Assets:
Cash equivalents	31,690	837
Money market funds \| Level 2
Assets:
Cash equivalents	0	0
Money market funds \| Level 3
Assets:
Cash equivalents	$ 0	0
Corporate bonds
Assets:
Short-term investments		2,554
Corporate bonds \| Level 1
Assets:
Short-term investments		0
Corporate bonds \| Level 2
Assets:
Short-term investments		2,554
Corporate bonds \| Level 3
Assets:
Short-term investments		$ 0

Fair Value Measurements - Narrative (Details) $ in Thousands					2 Months Ended	3 Months Ended		12 Months Ended
	Nov. 23, 2022 USD ($)	Nov. 09, 2022 USD ($) $ / shares shares	Nov. 01, 2022 shares	Aug. 05, 2022 $ / shares shares	Dec. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($) $ / shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Aug. 09, 2022 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares purchase price (in dollars per share)				$ 10.30
Derivative instrument, contingent consideration, liability, shares (in shares) \| shares			955,000	2,393,378
Change in fair value of derivative liability \| $								$ (4,958)	$ 0
Forward Contracts
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Settlement of forward share purchase agreement derivative liability (in shares) \| shares		1,438,378
Shares purchase price (in dollars per share)		$ 10.30
Derivative instrument, contingent consideration, liability, shares (in shares) \| shares			955,000
Change in fair value of derivative liability \| $	$ 7,800	$ 900			$ 8,700	$ 7,800	$ (13,700)	$ (5,000)
Forward Contracts \| Exercise price \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input							10.30			10.30
Forward Contracts \| Stock price \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input							2.05			8.28
Forward Contracts, Exercised \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Forward share purchase agreements \| $		$ 10,900
Forward Contracts, Exercised \| Exercise price \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input		10.30
Forward Contracts, Exercised \| Stock price \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input		2.71
Forward Contracts, Unexercised \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Forward share purchase agreements \| $	$ 0

Fair Value Measurements - Measurement Inputs (Details) - Level 3 - Forward Contracts	Sep. 30, 2022 $ / shares year	Aug. 09, 2022 $ / shares year
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	10.30	10.30
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	2.05	8.28
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.420	0.700
Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input \| year	0.25	0.25
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.029	0.027
Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0	0

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Beginning balance	$ 1,427	$ 0
Acquisition	24	1,427
Ending balance	1,451	$ 1,427
Furmacy
Goodwill [Roll Forward]
Ending balance	$ 24

- Definition

+ References + Details

Goodwill and Intangible Assets - Net book value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (704)	$ (206)
Total	2,541
Indefinite-Lived Intangible Assets [Line Items]
Total Indefinite Life Intangible Assets	49	40
Gross Book Value	3,245	3,054
Net Book Value	2,541	2,848
Pharmacy board licenses
Indefinite-Lived Intangible Assets [Line Items]
Total Indefinite Life Intangible Assets	5
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	783	608
Accumulated Amortization	(226)	(65)
Total	557	543
Customer relationships and licenses
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	2,166	2,170
Accumulated Amortization	(422)	(125)
Total	1,744	2,045
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	291	276
Accumulated Amortization	(56)	(16)
Total	$ 235	$ 260

Goodwill and Intangible Assets - Useful life (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets not subject to amortization	$ 49
Amortization expense	$ 500
Developed technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	3 years
Developed technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	4 years
Customer relationships and licenses \| Minimum
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	5 years
Customer relationships and licenses \| Maximum
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	9 years
Trademarks \| Minimum
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	2 years
Trademarks \| Maximum
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	6 years
Pharmacy board licenses
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	1 year

Goodwill and Intangible Assets - Estimated amortization expense (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 553
2024	548
2025	474
2026	376
2027	249
Thereafter	341
Total	$ 2,541

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 660	$ 596
Less: accumulated depreciation and amortization	572	506
Property and equipment, net	88	90
Depreciation and amortization	571	388
Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	200	136
Capitalized software
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 460	$ 460

Leases - Narrative (Details) - USD ($)		1 Months Ended		12 Months Ended
Leases - Narrative (Details) - USD ($)	Oct. 28, 2022	Nov. 30, 2021	Feb. 29, 2020	Dec. 31, 2022	Dec. 31, 2021	Oct. 24, 2022	Jan. 01, 2022	Apr. 30, 2019
Operating Leased Assets [Line Items]
Remaining term				2 years 3 months 18 days
Sublease income				$ 500,000
Future monthly base rent	$ 20,400
Renewal term	30 months
Future monthly rent increase	3.00%
Remaining lease term						13 months
Operating lease, right of use assets, net				695,000	$ 0
Rent expense				400,000
Variable lease costs				$ 100,000
Rent expense					2,600,000
Discount rate				8.60%
Cumulative Effect, Period of Adoption, Adjustment \| Accounting Standards Update 2016-02
Operating Leased Assets [Line Items]
Operating lease, right of use assets, net							$ 500,000
Operating lease liability							$ 500,000
Mountain View, CA Office Space
Operating Leased Assets [Line Items]
Operating lease term								2 years
Base lease payments			$ 2,000,000
Sublease income				$ 500,000	$ 900,000
Additional Mountain View, CA Office Space
Operating Leased Assets [Line Items]
Operating lease term			1 year
Phoenix, AZ Office Space
Operating Leased Assets [Line Items]
Operating lease term		21 months
Monthly base rent		$ 10,400
Monthly rent increase		1.90%

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 288
2024	248
2025	255
2026	43
Total minimum lease payments	$ 834

Commitments and Contingencies (Details) - Unemployment Insurance Contributions, Independent Contractors - USD ($) $ in Thousands	Dec. 31, 2022	Nov. 30, 2019	Aug. 31, 2018
Gain Contingencies [Line Items]
Unemployment insurance contributions	$ 1,300	$ 1,700	$ 250
Company's liability	$ 248

Debt - PPP Loan (Details) - USD ($) $ in Thousands	1 Months Ended
Debt - PPP Loan (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Aug. 31, 2021	Aug. 31, 2020	Dec. 31, 2022
Debt Instrument [Line Items]
Total principal amount				$ 33,242
PPP Loan
Debt Instrument [Line Items]
Loan proceeds			$ 5,100
Applied loan forgiveness amount		$ 3,500
Loan forgiveness amount	$ 3,500
Term of loan (in years)			5 years
Fixed annual interest rate			1.00%
Total principal amount				$ 1,200

Debt - Blue Torch Financing and Warrant Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 09, 2022	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Liquidity	$ 5,000
Warrants outstanding (in shares)	91,130
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Letters of credit outstanding		$ 0	$ 800
Lender Warrants
Debt Instrument [Line Items]
Warrants outstanding (in shares)	1,896,177
Weighted Average Exercise Price ($ per share)	$ 11.50
Exercise period termination date	10 years
The Credit Facility \| Secured Debt
Debt Instrument [Line Items]
Loan proceeds	$ 32,170
Interest expense, debt		$ 600
Debt instrument, interest rate during period		12.95%
Outstanding principal balance		$ 26,200
Discount		$ 7,000
The Credit Facility \| Secured Debt \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Term of loan (in years)	3 years
Fixed annual interest rate	2.00%
Prepayment amounts	3.00%
The Credit Facility \| Secured Debt \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Fixed annual interest rate	3.00%
Prepayment amounts	2.00%
The Credit Facility \| Secured Debt \| Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Fixed annual interest rate	5.00%
Prepayment amounts	0.00%
The Credit Facility \| Secured Debt \| Variable Rate Component One
Debt Instrument [Line Items]
Basis rates	2.00%
The Credit Facility \| Secured Debt \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis rates	10.00%
SOFR floor rate	1.00%
The Credit Facility \| Secured Debt \| Secured Overnight Financing Rate (SOFR) \| Variable Rate Component Three
Debt Instrument [Line Items]
Basis rates	1.00%
The Credit Facility \| Secured Debt \| Reference Rate
Debt Instrument [Line Items]
Basis rates	9.00%
SOFR floor rate	2.00%
The Credit Facility \| Secured Debt \| Federal Funds Effective Rate \| Variable Rate Component Two
Debt Instrument [Line Items]
Basis rates	0.50%

Debt - Warrants Measurement Inputs (Details) - Lender Warrants $ in Thousands	Dec. 31, 2022 USD ($) $ / shares year
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated Fair Value of Warrants \| $	$ 6,104
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| $ / shares	11.50
Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.3300
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0297
Expected Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| year	10

Debt - Schedule of Future Minimum Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 1,264
2024	1,751
2025	30,227
Total principal amount	$ 33,242

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

Stockholders' Equity (Deficit) and Mezzanine Equity - Schedule of Outstanding Redeemable Preferred Stock (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated (in shares)	1,000,000	24,545,386
Shares Issued (in shares)	0	23,858,824
Shares Outstanding (in shares)	0	23,858,824	23,858,824
Carrying Amount	$ 0	$ 110,265	$ 110,265
Liquidation Preference		$ 67,417
Series Seed convertible preferred shares
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated (in shares)		4,502,881
Shares Issued (in shares)		4,376,930
Shares Outstanding (in shares)		4,376,930
Carrying Amount		$ 19,382
Liquidation Preference		$ 3,117
Series A convertible preferred shares
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated (in shares)		6,072,815
Shares Issued (in shares)		5,902,952
Shares Outstanding (in shares)		5,902,952
Carrying Amount		$ 25,969
Liquidation Preference		$ 9,500
Series B convertible preferred shares
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated (in shares)		6,694,033
Shares Issued (in shares)		6,506,793
Shares Outstanding (in shares)		6,506,793
Carrying Amount		$ 32,057
Liquidation Preference		$ 15,000
Series C convertible preferred shares
Redeemable Preferred Stock - Mezzanine Equity
Shares Designated (in shares)		7,275,657
Shares Issued (in shares)		7,072,149
Shares Outstanding (in shares)		7,072,149
Carrying Amount		$ 32,857
Liquidation Preference		$ 39,800

Stockholders' Equity (Deficit) and Mezzanine Equity - Common Stock (Details)	Dec. 31, 2022 $ / shares shares	Aug. 09, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Stockholders' Equity Note [Abstract]
Common stock, authorized (in shares)	110,000,000		43,763,126
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, issued (in shares)	36,849,076		6,121,253
Common stock, outstanding (in shares)	36,849,076	37,745,964	6,121,253
Exchange ratio	0.97

Stockholders' Equity (Deficit) and Mezzanine Equity - Stock Option Plan (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Aug. 09, 2022
Number of Options
Outstanding beginning (in shares)	7,368,461
Granted (in shares)	0
Exercised (in shares)	(118,514)
Cancelled/forfeited (in shares)	(55,880)
Outstanding ending (in shares)	7,194,067	7,368,461
Weighted average exercise price
Outstanding, beginning (in dollars per share)	$ 0.39
Granted (in dollars per share)	0
Exercised (in dollars per share)	0.11
Cancelled/forfeited (in dollars per share)	0.91
Outstanding, ending (in dollars per share)	$ 0.40	$ 0.39
Additional disclosures
Weighted- Average Remaining Contractual Term (Years)	7 years 2 months 12 days
Aggregate Intrinsic Value (in millions)	$ 19.3
Employee Stock
Stock Option Plan
Maximum number of shares reserved (in shares)		6,378,729	6,378,729
Restricted Stock
Stock Option Plan
Grants (in shares)	4,091,394
2014 Plan
Stock Option Plan
Vesting period (in years)	4 years
Expiration period (in years)	10 years
Omnibus Incentive Plan
Stock Option Plan
Maximum percentage of common stock outstanding	10.00%
Maximum number of shares reserved (in shares)	6,378,729
Omnibus Incentive Plan \| Options \| Minimum
Stock Option Plan
Vesting period (in years)	3 years
Omnibus Incentive Plan \| Options \| Maximum
Stock Option Plan
Vesting period (in years)	4 years

Stockholders' Equity (Deficit) and Mezzanine Equity - Stock Option Plan 2 (Details) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Stock Option Plan
Weighted-average grant date fair value (in dollars per share)		$ 0.03
Expected dividend yield		0.00%
Total stock-based compensation expense	$ 23,900,000	$ 24,492,000	$ 222,000
Operations and support
Stock Option Plan
Total stock-based compensation expense		2,991,000	36,000
Sales and marketing
Stock Option Plan
Total stock-based compensation expense		2,138,000	11,000
General and administrative
Stock Option Plan
Total stock-based compensation expense		19,363,000	$ 175,000
Wag Labs, Inc.
Stock Option Plan
Aggregate stock compensation expense remaining to be amortized		$ 59,400
Stock compensation expense expected to be recognized over a weighted average period		1 year 5 months 8 days
Options
Stock Option Plan
Expected dividend yield		0.00%	0.00%
Grant date fair values
Minimum volatility (%)			57.90%
Maximum volatility (%)			59.50%
Minimum risk-free interest rate (%)			0.70%
Maximum risk-free interest rate (%)			1.60%
Options \| Minimum
Grant date fair values
Expected term			5 years 2 months 12 days
Options \| Maximum
Grant date fair values
Expected term			9 years 11 months 19 days

Stockholders' Equity (Deficit) and Mezzanine Equity - Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Wag Labs, Inc.
Weighted Average Grant Date Fair Value ($ per share)
Stock compensation expense expected to be recognized over a weighted average period	1 year 5 months 8 days
Restricted Stock
Number of Shares
Unvested at beginning (in shares)	169,283
Grants (in shares)	4,091,394
Vested (in shares)	(52,902)
Forfeited (in shares)	(13,000)
Unvested at ending (in shares)	4,194,775
Weighted Average Grant Date Fair Value ($ per share)
Unvested at beginning (in dollars per share)	$ 0.22
Grants (in dollars per share)	2.50
Vested (in dollars per share)	0.22
Forfeited (in dollars per share)	2.50
Unvested at ending (in dollars per share)	$ 2.44
Unrecognized expense related to unvested restricted stock	$ 9,800	$ 14
Stock compensation expense expected to be recognized over a weighted average period	2 years 8 months 8 days

Stockholders' Equity (Deficit) and Mezzanine Equity - Common Stock Warrants (Details)		12 Months Ended
	Aug. 09, 2022 Lender shares	Dec. 31, 2022 lender $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2018 $ / shares shares	Dec. 31, 2017
Stock Option Plan
Warrants outstanding (in shares)	91,130
Number of lenders	2	2
Exchange ratio	0.97	0.97
Common Stock Warrants
Stock Option Plan
Warrants outstanding (in shares)		0	88,756	91,310
Weighted Average Exercise Price ($ per share) \| $ / shares		$ 0	$ 1.59	$ 1.54
Term of warrants (in years)				10 years
Exchange ratio					0.97
Number of warrants to purchase common stock (in shares)		72,434

Stockholders' Equity (Deficit) and Mezzanine Equity - Common Stock Warrants Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2022	Aug. 09, 2022	Dec. 31, 2021	Dec. 31, 2018
Class of Warrant or Right [Line Items]
Number of Shares (in shares)		91,130
Common Stock Warrants
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	0		88,756	91,310
Weighted Average Exercise Price ($ per share)	$ 0		$ 1.59	$ 1.54
Aggregate Intrinsic Value	$ 0		$ 0

Stockholders' Equity (Deficit) and Mezzanine Equity - CHW Public and Private Placement Warrants (Details) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Aug. 09, 2022 $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) day $ / shares shares	Dec. 31, 2021 USD ($)	Aug. 08, 2022 shares	Sep. 01, 2021 $ / shares year
Stock Option Plan
Warrants outstanding (in shares)	91,130
Fair Value (in dollars per share) \| $ / shares						1.32
Stock price trigger for redemption of public warrants (in dollars per share) \| $ / shares			$ 16.50
Threshold trading days for redemption of public warrants			20 days
Number of trading days over which the reported sale price is measured when determining the redemption price \| day			30
Total stock-based compensation expense \| $		$ 23,900	$ 24,492	$ 222
Public Warrants
Stock Option Plan
Warrants outstanding (in shares)			12,500,000		12,500,000
Number of warrants to purchase common stock (in shares)	12,500,000
Number of shares issuable per warrant (in shares)	1
Weighted Average Exercise Price ($ per share) \| $ / shares	$ 11.50
Redemption price per public warrant (in dollars per share) \| $ / shares			$ 0.01
Redemption period			20 days
Private Warrants
Stock Option Plan
Warrants outstanding (in shares)			3,895,564		4,238,636
Class of warrant or right, cancelled (in shares)	4,238,636
Number of warrants to purchase common stock (in shares)	3,895,564
CHW Warrants \| Stock price
Stock Option Plan
Warrants, measurement input \| $ / shares						10.00
CHW Warrants \| Exercise price
Stock Option Plan
Warrants, measurement input \| $ / shares						11.50
CHW Warrants \| Dividend Yield
Stock Option Plan
Warrants, measurement input						0
CHW Warrants \| Volatility
Stock Option Plan
Warrants, measurement input						0.2200
CHW Warrants \| Risk-free rate
Stock Option Plan
Warrants, measurement input						0.0131
CHW Warrants \| Term (in years)
Stock Option Plan
Warrants, measurement input \| year						5

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Provision for income taxes expense (benefit)	$ 13,000	$ (793,000)
Deferred U.S. federal income tax	19,800
Deferred state income tax	$ 1,500

- 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)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory rate	21.00%	21.00%
State tax	1.40%	2.20%
Valuation allowance	(9.10%)	(21.90%)
Other	(0.10%)	0.00%
Stock based compensation	(12.30%)	(0.60%)
Change in fair value of derivative liability	(2.70%)	0.00%
Transaction costs - Success based	1.80%	0.00%
PPP Loan Forgiveness	0.00%	10.00%
Total	0.00%	10.60%

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss	$ 54,628	$ 52,373
Stock-based compensation	205	25
Charitable contributions	416	214
Accrued expenses	591	453
Capitalized research and development	1,249	0
Lease liability	218	0
Other	868	489
Total deferred tax assets	58,175	53,554
Deferred tax liabilities:
Fixed assets	0	(20)
Right-of-use asset	191
Intangibles assets	(713)	(731)
Total deferred tax liabilities	(904)	(751)
Valuation allowance	57,271	52,803
Net deferred tax liabilities	$ 0	$ 0

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Increase in valuation allowance	$ 4,500,000	$ 1,600,000
Uncertain tax positions	0
Net operating loss carryforwards subject to expiration	24,400,000
Net operating loss carryforwards not subject to expiration	184,600,000
Net operating loss	54,628,000	52,373,000
Valuation allowance	57,271,000	$ 52,803,000
California Franchise Tax Board \| Tax Period from 2015 through 2019
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	37,600,000
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	209,000,000
Domestic Tax Authority \| California Franchise Tax Board \| Tax Period from 2015 through 2019
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	35,300,000
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 178,000,000

Loss per share - Schedule of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net loss	$ (38,567)	$ (6,311)
Weighted-average shares, Basic	18,641,076	5,742,807
Weighted-average shares, Diluted	18,641,076	5,742,807
Net loss per share, Basic	$ (2.07)	$ (1.10)
Net loss per share, Diluted	$ (2.07)	$ (1.10)

- Definition

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

+ References

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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.

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+ Details

- Definition

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

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+ Details

Loss per share - Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	44,680,583	31,485,325
Series Seed convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	0	4,376,930
Series A convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	0	5,902,952
Series B convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	0	6,506,794
Series C convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	0	7,072,149
Series P convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	0	0
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	15,000,000	0
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	11,388,842	7,537,744
Warrants issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	18,291,741	88,756

401 (k) Plan (Details)	12 Months Ended
401 (k) Plan (Details)	Dec. 31, 2022 USD ($)
Retirement Benefits [Abstract]
Contribution plan	$ 60,000

Subsequent Events (Details) - USD ($) $ in Thousands		12 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	Jan. 05, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsequent Events
Cash paid for acquisition of Compare Pet Insurance, Inc.		$ 0	$ 1,509
Subsequent Event \| Dog Food Advisor
Subsequent Events
Cash paid for acquisition of Compare Pet Insurance, Inc.	$ 9,000