UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-40764

Wag! Group Co.

(Exact name of registrant as specified in its charter)



Delaware		88-3590180
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

55 Francisco Street, Suite 360

San Francisco, California 94133

(Address of Principal Executive Offices, including zip code)

(707) 324-4219

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	PET	The Nasdaq Global Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	PETWW	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of August 15, 2022 there were 37,923,530 shares of the registrant’s ordinary shares, par value $0.0001 per share, issued and outstanding.

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EXPLANATORY NOTE

On August 9, 2022, subsequent to the fiscal quarter to which this Quarterly Report on Form 10-Q (this “Quarterly Report”) relates, Wag Labs, Inc. (“Legacy Wag!”), CHW Acquisition Corporation (“CHW”) and CHW Merger Sub Inc. (“Merger Sub”) consummated the previously announced transactions contemplated by the Business Combination Agreement, dated February 2, 2022 (the “Business Combination Agreement”), following the approval at an extraordinary general meeting of CHW’s shareholders held on July 28, 2022.

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 August 5, 2022, CHW was incorporated in State of Delaware and changed its name from CHW Acquisition Corporation to Wag! Group Co. (the “Company” or “Wag!”).

Unless stated otherwise, this Quarterly Report contains information about CHW before the Business Combination. References to the “Company,” “our,” “us” or “we” in this Quarterly Report refer to CHW before the consummation of the Business Combination and to Wag! after the Business Combination, unless stated otherwise or the context otherwise requires.

Except as otherwise expressly provided herein, the information in this Quarterly Report does not reflect the consummation of the Business Combination, which occurred subsequent to the period covered by this Quarterly Report.

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WAG! GROUP CO.

(f/k/a CHW ACQUISITION CORPORATION)

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

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		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Interim Financial Statements (Unaudited)

	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1

	Condensed Statements of Operations for the three and six months ended June 30, 2022 and the three-month ended June 30, 2021 and the period January 12, 2021 (inception) through June 30, 2021 (Unaudited)	2

	Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the three and six months ended June 30, 2022 and for three months ended June 30, 2021 and the period January 12, 2021 (inception) through June 30, 2021 (Unaudited)	3

	Condensed Statements of Cash Flows for the six months ended June 30, 2022 and the period January 12, 2021 (inception) through June 30, 2021 (Unaudited)	4

	Notes to Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23

Item 4.	Control and Procedures	23

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

SIGNATURES		26

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WAG! GROUP CO.

(f/k/a CHW ACQUISITION CORPORATION)

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(Unaudited)		(Audited)

ASSETS
CURRENT ASSETS
Cash	$	168,249	$	687,581
Due from Related Party		68,591		68,591
Prepaid expenses and other assets		317,250		286,687
Total current assets		554,090		1,042,859

Prepaid expenses – non current		48,048		191,429
Marketable securities held in Trust Account		125,190,736		125,002,997

TOTAL ASSETS	$	125,792,874	$	126,237,285

LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accrued and other expenses	$	3,621,318	$	—
Accounts payable		81,513		583,331
Total current liabilities		3,702,831		583,331

Deferred underwriting fee payable		4,375,000		4,375,000
Total liabilities		8,077,831		4,958,331

COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE ORDINARY SHARES
Ordinary shares subject to possible redemption, $0.0001 par value, 12,500,000 shares at redemption value of $10.00 per share.		125,190,736		125,000,000

SHAREHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Ordinary shares; $0.0001 par value; 110,000,000 shares authorized; 3,187,500 shares issued and outstanding (excluding 12,500,000 shares subject to possible redemption)		318		318
Accumulated deficit		(7,476,011)		(3,721,364)

Total Shareholders’ Deficit		(7,475,693)		(3,721,046)

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT	$	125,792,874	$	126,237,285

The accompanying notes are an integral part of these unaudited condensed financial statements.

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WAG! GROUP CO.

(f/k/a CHW ACQUISITION CORPORATION)

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)


							For the period
					For the six		January 12, 2021
	For the three months ended				months ended		(inception)
	June 30,				June 30,		through June 30,
	2022		2021		2022		2021

OPERATING EXPENSES
General and administrative	$	1,569,501	$	4,239	$	3,751,650	$	15,873
Total expenses		1,569,501		4,239		3,751,650		15,873

OTHER INCOME
Interest income on investments held in Trust Account		177,537		—		187,739		—
Total other income		177,537		—		187,739		—


NET LOSS	$	(1,391,964)	$	(4,239)	$	(3,563,911)	$	(15,873)

Weighted average shares outstanding of redeemable ordinary shares		12,500,000		—		12,500,000		—
Basic and diluted net income per share, redeemable ordinary shares	$	(0.09)	$	—	$	(0.23)	$	—

Weighted average shares outstanding of non-redeemable ordinary shares		3,187,500		3,162,500		3,187,500		3,162,500
Basic and diluted net loss per share, non-redeemable ordinary shares	$	(0.09)	$	(0.00)	$	(0.23)	$	(0.01)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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WAG! GROUP CO.

(f/k/a CHW ACQUISITION CORPORATION)

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)


				Additional				Total
	Ordinary Shares			paid-in		Accumulated		shareholders’
	Shares	Amount		Capital		Deficit		equity (deficit)
Balance, December 31, 2021	3,187,500	$	318	$	—	$	(3,721,364)	$	(3,721,046)

Net loss	—		—		—		(2,171,947)		(2,171,947)

Balance, March 31, 2022	3,187,500		318		—		(5,893,311)		(5,892,993)

Remeasurement for Ordinary shares to redemption value	—		—		—		(190,736)		(190,736)

Net loss	—		—		—		(1,391,964)		(1,391,964)

Balance, June 30,2022	3,187,500	$	318	$	—	$	(7,476,011)	$	(7,475,693)

FOR THE THREE MONTHS ENDED JUNE 30, 2021

AND FOR THE PERIOD JANUARY 12, 2021 (INCEPTION) THROUGH JUNE 30, 2021


				Additional				Total
	Ordinary Shares			paid-in		Accumulated		shareholders’
	Shares	Amount		Capital		Deficit		equity
Balance, January 12, 2021 (inception)	—	$	—	$	—	$	—	$	—

Issuance of Ordinary shares to Sponsor	2,875,000		288		24,713		—	$	25,001

Net loss	—		—		—		(11,634)		(11,634)

Balance, March 31, 2021	2,875,000	$	288	$	24,713	$	(11,634)	$	13,367

Net loss	—		—		—		(4,239)		(4,239)

Balance, June 30, 2021	2,875,000	$	288	$	24,713	$	(15,873)	$	9,128

The accompanying notes are an integral part of these unaudited condensed financial statements.

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WAG! GROUP CO.

(f/k/a CHW ACQUISITION CORPORATION)

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


			For the period
			January 12, 2021
	For the six month		(inception) to
	ended June 30, 2022		June 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,563,911)	$	(15,873)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on investments held in Trust Account		(187,739)		—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		112,818		—
Accrued and other expenses		3,621,318		—
Accounts payable		(501,818)		4,145
Net cash flows used in operating activities		(519,332)		(11,728)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from common stock subject to redemption
Payment of offering costs		—		(35,162)
Proceeds from sponsor note		—		67,000
Net cash flows provided by financing activities		—

SEC Form 10-Q filed by CHW Acquisition Corporation