SherpaVentures Fund II, LP - Aug 9, 2022 Form 3 Insider Report for Wag! Group Co. (PET)

Role: 10%+ Owner
Signature: SherpaVentures Fund II, LP, By: SherpaVentures Fund II GP, LLC, its General Partner, By /s/ Scott Stanford, Manager
Stock symbol: PET
Transactions as of: Aug 9, 2022
Transactions value $: $0
Form type: 3
Date filed: 8/19/2022, 04:13 PM
Previous filing: Jul 12, 2021
Next filing: Nov 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PET	Common Stock						5.35M	Aug 9, 2022	By SherpaVentures Fund II, LP	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In connection with the merger of Wag Labs, Inc. into CHW Merger Sub, Inc. with Wag Labs, Inc. being the surviving entity and becoming a subsidiary of Wag! Group Co. (the "Business Combination"), the Business Combination Agreement provides that certain eligible company equity holders will receive earn-out shares as additional consideration for the Company interests acquired in connection with the business combination, for no consideration, after certain triggering events as defined in the Business Combination Agreement. ACME Fund II's right to receive additional shares pursuant to this earn-out right became fixed on August 9, 2022, the effective date of the Business Combination.
F2	Shares are held by SherpaVentures Fund II, LP ("ACME Fund II"). SherpaVentures Fund II GP, LLC ("ACME GP II") is the general partner of ACME Fund II and may be deemed to beneficially own the shares held by ACME Fund II. Scott Stanford is the managing member of ACME GP II and may be deemed to beneficially own the shares held by ACME Fund II. Each of ACME GP II and Mr. Stanford disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein.

Content

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

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