SEC Form SC 13G filed by Wag! Group Co.

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.

  Names of Reporting Persons

  Freestyle Capital Fund II, L.P.

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  1,581,664 shares (1)

  Shared Voting Power

  0 shares

  Sole Dispositive Power

  1,581,664 shares (1)

  Shared Dispositive Power

  0 shares

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,581,664 shares (1)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  4.3% (2)

  Type of Reporting Person (see instructions)

  PN

Consists of 1,581,664 shares of Common Stock held directly by Freestyle Capital Fund II, L.P. Freestyle Capital GP II, LLC is the general partner of Freestyle Capital Fund II, L.P. David Samuel is the Managing Director of Freestyle Capital GP II, LLC and therefore possesses voting and investment power over the shares held by Freestyle Capital Fund II, L.P.

Based on 36,782,888 shares of Common Stock outstanding on November 9, 2022 as set forth in the Issuer’s Quarterly Report on Form 10-Q as filed with the SEC on November 10, 2022.

  Names of Reporting Persons

  Freestyle Capital Opportunity Fund, L.P.

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0 shares

  Shared Voting Power

  355,383 shares (1)

  Sole Dispositive Power

  0 shares

  Shared Dispositive Power

  355,383 shares (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  355,383 shares (1)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  1.0% (2)

  Type of Reporting Person (see instructions)

  PN

Consists of 355,383 shares of Common Stock held directly by Freestyle Capital Opportunity Fund, L.P. Freestyle Capital Opportunity Fund GP, LLC is the general partner of Freestyle Capital Opportunity Fund, L.P. David Samuel and Jenny Lefcourt are the Managing Directors of Freestyle Capital Opportunity Fund GP, LLC and therefore share voting and investment power over the shares held by Freestyle Capital Opportunity Fund, L.P.

Based on 36,782,888 shares of Common Stock outstanding on November 9, 2022 as set forth in the Issuer’s Quarterly Report on Form 10-Q as filed with the SEC on November 10, 2022.

  Names of Reporting Persons

  David Samuel

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  Citizenship or Place of Organization

  United States Citizen

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  1,581,664 shares (1)

  Shared Voting Power

  355,383 shares (1)

  Sole Dispositive Power

  1,581,664 shares (1)

  Shared Dispositive Power

  355,383 shares (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,937,047 shares (1)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  5.3% (2)

  Type of Reporting Person (see instructions)

  IN

Consists of (i) 1,581,664 shares of Common Stock held directly by Freestyle Capital Fund II, L.P. and (ii) 355,383 shares of Common Stock held directly by Freestyle Capital Opportunity Fund, L.P. Freestyle Capital GP II, LLC is the general partner of Freestyle Capital Fund II, L.P. and Freestyle Capital Opportunity Fund GP, LLC is the general partner of Freestyle Capital Opportunity Fund, L.P. David Samuel is the Managing Director of Freestyle Capital GP II, LLC and a Managing Director of Freestyle Capital Opportunity Fund GP, LLC and therefore possesses sole voting and investment power over the shares held by Freestyle Capital Fund II, L.P. and shares voting and investment power over the shares held by Freestyle Capital Opportunity Fund, L.P.

Based on 36,782,888 shares of Common Stock outstanding on November 9, 2022 as set forth in the Issuer’s Quarterly Report on Form 10-Q as filed with the SEC on November 10, 2022.

Item 1(a).

Name of Issuer: WAG! Group Co.

Item 1(b).

Address of Issuer’s Principal Executive Offices: 55 Francisco Street, Suite 360, San Francisco, CA

Item 2(a).

Name of Person Filing:

The entities and persons filing this statement (collectively, the “Reporting Persons”) are:

Freestyle Capital Fund II, L.P.

Freestyle Capital Opportunity Fund, L.P.

David Samuel

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address and principal business office of the Reporting Persons is:

c/o Freestyle Capital

454 Las Gallinas Ave PMB 2035

San Rafael, CA 94903

Item 2(c).

Citizenship:

Entities:

Freestyle Capital Fund II, L.P.

Freestyle Capital Opportunity Fund, L.P.

-        Delaware, U.S.A.

-        Delaware, U.S.A.

Individuals:

David Samuel

-        United States Citizen

Item 2(d).

Title of Class of Securities: Common Stock

Item 2(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:

☐   ¨Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

☐   ¨Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

☐   ¨Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

☐   ¨Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

☐   ¨An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐   ¨An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐   ¨A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

☐   ¨A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐   ¨A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

☐   ¨A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

☐   ¨Group, in accordance with §240.13d–1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

Ownership of 5 Percent or Less of a Class

Ownership of More than 5 Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group

Notice of Dissolution of a Group

Certification