SEC Form SC 13D filed by CHW Acquisition Corporation

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Wag! Group Co.

(Name of Issuer)

Common stock, $0.0001 par value per share

(Title of Class of Securities)

93042P109

(CUSIP Number)

Lizette Pérez-Deisboeck

Battery Ventures

One Marina Park Drive, Suite 1100

Boston, MA 02210 

(617) 948-3600

(Name, Address and Telephone Number of Person 

Authorized to Receive Notices and Communications)

August 9, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

The class of equity security to which this statement on Schedule 13D relates is the Common Stock, $0.0001 par value (“Common Stock”) of Wag! Group Co., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 55 Francisco Street, Suite 360, San Francisco, CA 94133. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Since April 20, 2017, the Reporting Persons invested in multiple series of preferred stock of Wag Labs, Inc., a privately held Delaware corporation (after the Closing (as defined below), “Legacy Wag”).

On August 9, 2022, pursuant to that certain Business Combination Agreement, dated as of February 2, 2022, (the “Business Combination Agreement”) by and among the CHW Acquisition Corporation, a Cayman Islands exempted company (“CHW”), CHW Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of CHW (“Merger Sub”), and Legacy Wag, Merger Sub merged with and into Legacy Wag, with Legacy Wag surviving the merger as a wholly owned subsidiary of the Issuer (the “Merger”). Upon consummation of the Merger (the “Closing”), each issued and outstanding share of Series C Preferred Stock of Legacy Wag was automatically converted on a 1-for-0.97 basis and each share of Series P Preferred Stock of Legacy Wag was automatically cancelled and converted on a 1-for-1 basis into Common Stock of the Issuer.

As a result of the foregoing, the shares of capital stock of Legacy Wag beneficially held by the Reporting Persons were converted into an aggregate of 3,853,840 shares of Common Stock of the Issuer.

In accordance with the terms of the Business Combination Agreement, up to 10,000,000 shares of Common Stock will be issued at a future date should the Common Stock achieve certain tiered trading price thresholds during the three year period immediately following the date of the Closing (the “Earnout Shares”). BV11-A, BV11-B, BV-11A SF, BV-11B SF and BIP11 have the contingent right to receive up to 459,325, 121,364, 477,210, 103,479 and 21,288 Earnout Shares, respectively. Such Earnout Shares are excluded from the Reporting Persons’ beneficial ownership as reported herein because the Reporting Persons do not currently have the right to acquire any Earnout Shares.

The securities of Legacy Wag held by BV11-A, BV11-B, BV-11A SF, BV-11B SF and BIP11 and exchanged for Common Stock in the Business Combination were purchased for an aggregate purchase price of $23.0 million. The funds used by BV11-A, BV11-B, BV-11A SF and BV-11B SF to acquire the securities described above were obtained from their general and limited partners. The funds used by BIP11 to acquire the securities described above were obtained from its members.

The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide.

Except as set forth in this Item 4 and Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934 (the “Act”). However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional shares of Common Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by them (or any shares of Common Stock into which such securities are converted) in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

Roger H. Lee, a Managing Member of BP11 and BP11SF, is a member of the board of directors of the Issuer. As a director of the Issuer, Lee may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

Lock-Up

In connection with entering into the Business Combination Agreement, CHW, BV11-A, BV11-B, BV-11A SF, BV-11B SF, BIP11 and certain other stockholders entered into a Lock-Up Agreement (the “Lock-Up Agreement”) pursuant to which the stockholders party to these agreements, including BV11-A, BV11-B, BV-11A SF, BV-11B SF and BIP11, are contractually restricted from selling, transferring, or publicly announcing any intention to sell or transfer any Common Stock without the prior written consent of the Audit Committee of the Issuer’s Board of Directors and subject to certain exceptions. Such lockup restrictions began on the Closing and end on the date that is the earlier of (x) 180 days after the Closing Date and (y) the date on which the Issuer completes a liquidation, merger, capital stock exchange, reorganization or other similar transactions that result in all of the Issuer’s stockholders having the right to exchange their shares for cash, securities or other property.

The foregoing description of the lock-up provisions is a summary only and is qualified in its entirety by the full text of the form of Lock-Up Agreement, a copy of which is filed herewith as Exhibit C and incorporated herein by reference.

Registration Rights

In connection with the Closing, the Issuer, CHW Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain equity holders of CHW prior to the Closing (together with the Sponsor, the “CHW Holders”) and certain equity holders of Legacy Wag prior to the Closing, including BV11-A, BV11-B, BV-11A SF, BV-11B SF and BIP11 (the “Wag Holders,” together with the CHW Holders, the “Registration Rights Holders”) entered into the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement, the Issuer agreed to use its commercially reasonable efforts to file with the SEC (at the Issuer’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Registration Rights Holders (the “Resale Registration Statement”) within 30 calendar days after the Closing, and to use commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the CHW Holders can demand up to three underwritten offerings and certain of the Wag Holders can demand up to three underwritten offerings, and all of the Registration Rights Holders can demand up to four block trades within any 12-month period and will be entitled to customary piggyback registration rights.

The foregoing description is qualified in its entirety by the full text and form of the Registration Rights Agreement, a copy of which is filed herewith as Exhibit D and incorporated herein by reference.

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: August 19, 2022

Exhibit(s):