UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April 11~~May 12, 2025

Wag! Group Co.

(Exact name of registrant as specified in its charter)


Delaware	001-40764	88-3590180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2261 Market St., Suite 85056San Francisco, California			94114
2261 Market Street, Suite 86056San Francisco, California(1)			94114(1)
(Address of principal executive offices)			(Zip Code)

(707) 324-4219

(Registrant’s telephone number, including area code)

~~Not~~55 ~~applicable~~Francisco Street, Suite 360

San Francisco, California 94133

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

~~Item~~(1) We 2are a remote-first company.~~03 Creation~~ ofAccordingly, we do not maintain a ~~Direct~~headquarters. ~~Financial~~For ~~Obligation~~purposes orof ancompliance ~~Obligation~~with ~~under~~applicable anrequirements ~~Off-Balance~~of ~~Sheet~~the ~~Arrangement~~Securities Act of a1933, ~~Registrant~~as amended, and the Securities Exchange Act of 1934, as amended, stockholder communications required to be sent to our principal executive offices may be directed to the email address: IR@wagwalking.com

~~The disclosure under~~ Item 8 2.0102 Results of ~~this~~Operations ~~Current~~and ~~Report~~Financial ~~on Form 8-k is incorporated by reference into this Item 2~~Condition.~~03.~~

~~Item~~On May 812, 2025, Wag! Group Co.~~01 Other~~ ~~Items~~(the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

OnThe ~~April~~information ~~11,~~furnished ~~2025,~~in ~~certain~~this ~~entities~~Item 2.02 ~~affiliated~~of ~~with~~this ~~Blue~~Current ~~Torch~~Report ~~Finance,~~on ~~LLC~~Form ~~(“Blue Torch”)~~8-K, ~~agent~~including ~~for~~Exhibit 99.1 ~~lenders~~attached ~~under~~hereto, ~~Wag!~~shall ~~Group~~not ~~Co.’s~~be ~~(the~~deemed “~~Company~~filed”) ~~Financing~~for ~~Agreement,~~purposes ~~dated~~of asSection 18 of ~~August~~the 9,Securities ~~2022~~Exchange ~~(as~~Act ~~amended)~~of 1934, ~~assigned~~as ~~their~~amended ~~rights~~(the ~~and~~“Exchange ~~obligations~~Act”), asor ~~agents~~otherwise ~~and~~subject ~~lenders~~to ~~under~~ the ~~Financing~~liabilities ~~Agreement~~of that section, innor anshall ~~aggregate~~it ~~amount~~be ofdeemed ~~approximately~~incorporated ~~$20~~by ~~million~~reference ininto ~~term~~any ~~loans,~~filing tounder ~~Retriever~~the ~~LLC.~~Securities NoAct ~~changes~~of to1933, ~~the~~as ~~terms~~amended, ofor the ~~Financing~~Exchange ~~Agreement~~Act, except as ~~previously~~shall ~~disclosed~~be byexpressly ~~the~~set ~~Company,~~forth ~~were~~by ~~made~~specific ~~pursuant~~reference toin ~~the~~such ~~assignment~~filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	~~Description~~	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
99.1		Press Release - Q1 2025 Earnings Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			WAG! GROUP CO.

			By:			/s/ ALEC DAVIDIAN
						Alec Davidian
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

Date: ~~April 11~~May 12, 2025

Filing Compare · Wag! Group Co.