UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Wag! Group Co.

(Name of Issuer)

 

Common stock, $0.0001 par value per share

(Title of Class of Securities)

 

93042P109

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

xRule 13d-1(c)

 

¨Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No.     93042P109
1.

Names of Reporting Persons

 

SherpaVentures Fund II, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

 

(b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

0 shares

6.

Shared Voting Power

 

5,348,634 shares (2)

7.

Sole Dispositive Power

 

0 shares

8.

Shared Dispositive Power

 

5,348,634 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,348,634 shares (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.

Percent of Class Represented by Amount in Row (9)

 

13.6% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

       
(1)This Schedule 13G is filed by SherpaVentures Fund II, LP (“ACME Fund II ”), SherpaVentures Fund II GP, LLC (“ACME II GP”), ACME Opportunity Fund, LP (“Opportunity Fund”), ACME Opportunity Fund GP, LLC (“Opportunity GP”), Scott Stanford (“Stanford”) and Hany Nada (“Nada” and, with ACME Fund II, ACME II GP, Opportunity Fund, Opportunity GP and Stanford, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Shares are held directly by ACME Fund II. ACME II GP is the general partner of ACME Fund II. Stanford, as the Managing Member of ACME II GP, shares voting and investment authority over these shares.
(3)This calculation is based on 39,245,262 shares of Common Stock outstanding as of November 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 9, 2023 with the Securities and Exchange Commission (the “SEC”).

 

2

 

 

CUSIP No.     93042P109
1.

Names of Reporting Persons

 

SherpaVentures Fund II GP, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

 

(b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

0 shares

6.

Shared Voting Power

 

5,348,634 shares (2)

7.

Sole Dispositive Power

 

0 shares

8.

Shared Dispositive Power

 

5,348,634 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,348,634 shares (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.

Percent of Class Represented by Amount in Row (9)

 

13.6% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes 5,348,634 shares held directly by ACME Fund II. ACME II GP is the general partner of ACME Fund II. Stanford, as the Managing Member of ACME II GP, shares voting and investment authority over these shares.
(3)This calculation is based on 39,245,262 shares of Common Stock outstanding as of November 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 9, 2023 with the SEC.

 

3

 

 

CUSIP No.     93042P109
1.

Names of Reporting Persons

 

ACME Opportunity Fund, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

 

(b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

0 shares

6.

Shared Voting Power

 

1,648,503 shares (2)

7.

Sole Dispositive Power

 

0 shares

8.

Shared Dispositive Power

 

1,648,503 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,648,503 shares (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.

Percent of Class Represented by Amount in Row (9)

 

4.2% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Shares are held directly by Opportunity Fund. Opportunity GP is the general partner of Opportunty Fund. Stanford and Nada, as the Managing Members of Opportunity Fund, share voting and investment authority over these shares.
(3)This calculation is based on 39,245,262 shares of Common Stock outstanding as of November 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 9, 2023 with the SEC.

 

4

 

 

CUSIP No.     93042P109
1.

Names of Reporting Persons

 

ACME Opportunity Fund GP, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

 

(b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

0 shares

6.

Shared Voting Power

 

1,648,503 shares (2)

7.

Sole Dispositive Power

 

0 shares

8.

Shared Dispositive Power

 

1,648,503 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,648,503 shares (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.

Percent of Class Represented by Amount in Row (9)

 

4.2% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes 1,648,503 shares held directly by Opportunity Fund. Opportunity GP is the general partner of Opportunity Fund. Stanford and Nada, as the Managing Members of Opportunity GP, share voting and investment authority over these shares.
(3)This calculation is based on 39,245,262 shares of Common Stock outstanding as of November 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 9, 2023 with the SEC.

 

5

 

 

CUSIP No.     93042P109
1.

Names of Reporting Persons

 

Scott Stanford

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

 

(b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

0 shares

6.

Shared Voting Power

 

6,997,137 shares (2)

7.

Sole Dispositive Power

 

0 shares

8.

Shared Dispositive Power

 

6,997,137 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,997,137 shares (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.

Percent of Class Represented by Amount in Row (9)

 

17.8% (3)

12.

Type of Reporting Person (See Instructions)

 

IN

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes (i) 5,348,634 shares held directly by ACME Fund II and (ii) 1,648,503 shares held directly by Opportunity Fund. ACME II GP is the general partner of ACME Fund II. Opportunity GP is the general partner of Opportunity Fund. Stanford, as the Managing Member of ACME II GP, shares voting and investment authority over the shares held by ACME Fund II. Stanford and Nada, as Managing Members of Opportunity GP, share voting and investment authority over the shares held by Opportunity Fund.
(3)This calculation is based on 39,245,262 shares of Common Stock outstanding as of November 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 9, 2023 with the SEC.

 

6

 

 

CUSIP No.     93042P109
1.

Names of Reporting Persons

 

Hany Nada

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

 

(b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

0 shares

6.

Shared Voting Power

 

1,648,503 shares (2)

7.

Sole Dispositive Power

 

0 shares

8.

Shared Dispositive Power

 

1,648,503 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,648,503 shares (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.

Percent of Class Represented by Amount in Row (9)

 

4.2% (3)

12.

Type of Reporting Person (See Instructions)

 

IN

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes 1,648,503 shares held directly by Opportunity Fund. Opportunity GP is the general partner of Opportunity Fund. Stanford and Nada, as Managing Members of Opportunity GP, share voting and investment authority over these shares.
(3)This calculation is based on 39,245,262 shares of Common Stock outstanding as of November 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 9, 2023 with the SEC.

 

7

 

 

Item 1.
  (a)

Name of Issuer

Wag! Group Co.

  (b)

Address of Issuer’s Principal Executive Offices

55 Francisco Street, Suite 360

San Francisco, CA 94133

 
Item 2.
  (a)

Name of Person Filing

SherpaVentures Fund II, LP (“ACME Fund II ”)

SherpaVentures Fund II GP, LLC (“ACME II GP”)

ACME Opportunity Fund, LP (“Opportunity Fund”)

ACME Opportunity Fund GP, LLC (“Opportunity GP”)

Scott Stanford (“Stanford”)

Hany Nada (“Nada”)

  (b)

Address of Principal Business Office or, if none, Residence

c/o ACME, LLC

505 Howard Street, Suite 201

San Francisco, CA 94105

 

(c)

Citizenship

 

  Entities: ACME Fund II - Delaware
    ACME II GP - Delaware
    Opportunity Fund - Delaware
    Opportunity GP - Delaware
         
  Individuals: Stanford - United States of America
    Nada - United States of America

  (d)

Title of Class of Securities

 

Common Stock, $0.0001 par value (“Common Stock”)

  (e)

CUSIP Number

 

93042P109

 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
  Not applicable

 

8

 

 

Item 4. Ownership

 

The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2023:

 

Reporting
Persons
  Shares Held
Directly
   Sole
Voting
Power
   Shared
Voting
Power
   Sole
Dispositive
Power
   Shared
Dispositive
Power
   Beneficial
Ownership
   Percentage
of Class (3)
 
ACME Fund II (1)   5,348,634         5,348,634         5,348,634    5,348,634    13.6%
ACME II GP (1)             5,348,634         5,348,634    5,348,634    13.6%
Opportunity Fund (2)   1,648,503         1,648,503         1,648,503    1,648,503    4.2%
Opportunity GP (2)             1,648,503         1,648,503    1,648,503    4.2%
Stanford (1)(2)             6,997,137         6,997,137    6,997,137    17.8%
Nada (2)                      1,648,503                   1,648,503    1,648,503    4.2%

 

(1)Includes 5,348,634 shares held directly by ACME Fund II. ACME II GP is the general partner of ACME Fund II. Stanford, as the Managing Member of ACME II GP, shares voting and investment authority over these shares.

 

(2)Includes 1,648,503 shares held directly by Opportunity Fund. Opportunity GP is the general partner of Opportunity Fund. Stanford and Nada, as Managing Members of Opportunity GP, share voting and investment authority over these shares.

 

(3)This calculation is based on 39,245,262 shares of Common Stock outstanding as of November 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 9, 2023 with the SEC.

 

Item 5. Ownership of Five Percent or Less of a Class
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  Not applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
  Not applicable
 
Item 8. Identification and Classification of Members of the Group
   
  Not applicable
 
Item 9. Notice of Dissolution of Group
   
  Not applicable
 
Item 10. Certification
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 

9

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 9, 2024

 

SherpaVentures Fund II, LP

 

By: SherpaVentures Fund II GP, LLC  
its General Partner  
     
By: /s/ Scott Stanford  
  Name:    Scott Stanford  
  Title: Managing Member  

 

SherpaVentures Fund II GP, LLC

 

By: /s/ Scott Stanford  
  Name:    Scott Stanford  
  Title: Managing Member  

 

ACME Opportunity Fund, LP

 

By: ACME Opportunity Fund GP, LLC  
its General Partner  
     
By: /s/ Scott Stanford  
  Name:    Scott Stanford  
  Title: Managing Member  

 

ACME Opportunity Fund GP, LLC

 

By: /s/ Scott Stanford  
  Name: Scott Stanford  
  Title: Managing Member  

 

/s/ Scott Stanford  
Scott Stanford  

 

/s/ Hany Nada  
Hany Nada  

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

10

 

 

Exhibit(s):

 

AJoint Filing Agreement

 

11

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Wag! Group Co. is filed on behalf of each of us.

 

Dated: February 9, 2024

 

SherpaVentures Fund II, LP

 

By: SherpaVentures Fund II GP, LLC  
its General Partner  
     
By: /s/ Scott Stanford  
  Name:    Scott Stanford  
  Title: Managing Member  

 

SherpaVentures Fund II GP, LLC

 

By: /s/ Scott Stanford  
  Name:    Scott Stanford  
  Title: Managing Member  

 

ACME Opportunity Fund, LP

 

By: ACME Opportunity Fund GP, LLC  
its General Partner  
     
By: /s/ Scott Stanford  
  Name:    Scott Stanford  
  Title: Managing Member  

 

ACME Opportunity Fund GP, LLC

 

By: /s/ Scott Stanford  
  Name: Scott Stanford  
  Title: Managing Member  

 

/s/ Scott Stanford  
Scott Stanford  

 

/s/ Hany Nada  
Hany Nada