Sec Form 4 Filing - Stanford Scott @ Wag! Group Co. - 2023-02-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Stanford Scott 2. Issuer Name and Ticker or Trading Symbol Wag! Group Co. [ PET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 505 HOWARD STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2023 (Street) SAN FRANCISCO, CA94105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/10/2023 P 992,436 A $ 2.64 992,436 I By ACME Opportunity Fund, LP ( 1 ) Common Stock 5,348,634 I By SherpaVentures Fund II, LP ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stanford Scott 505 HOWARD STREET, SUITE 201 SAN FRANCISCO, CA94105 X SherpaVentures Fund II GP, LLC 505 HOWARD STREET, SUITE 201 SAN FRANCISCO, CA94105 X ACME Opportunity Fund GP, LLC 505 HOWARD STREET, SUITE 201 SAN FRANCISCO, CA94105 X ACME Opportunity Fund, LP 505 HOWARD STREET, SUITE 201 SAN FRANCISCO, CA94105 X SherpaVentures Fund II, LP 505 HOWARD STREET, SUITE 201 SAN FRANCISCO, CA94105 X Signatures /s/ Scott Stanford 02/14/2023 Signature of Reporting Person Date SherpaVentures Fund II GP, LLC, By /s/ Scott Stanford, Manager 02/14/2023 Signature of Reporting Person Date ACME Opportunity Fund GP, LLC, By /s/ Scott Stanford, Manager 02/14/2023 Signature of Reporting Person Date ACME Opportunity Fund, LP, By: ACME Opportunity Fund GP, LLC, its general partner, By /s/ Scott Stanford, Manager 02/14/2023 Signature of Reporting Person Date SherpaVentures Fund II, LP, By: SherpaVentures Fund II GP, LLC, its general partner, By /s/ Scott Stanford, Manager 02/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held by ACME Opportunity Fund, LP ("ACME Opportunity Fund"). ACME Opportunity Fund GP, LLC ("ACME Opportunity GP") is the general partner of ACME Opportunity Fund and may be deemed to beneficially own the shares held by ACME Opportunity Fund. Scott Stanford is the managing member of ACME Opportunity GP and may be deemed to beneficially own the shares held by ACME Opportunity Fund. Each of ACME Opportunity GP and Mr. Stanford disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. ( 2 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.