Sec Form 4 Filing - Yee Brian @ Wag! Group Co. - 2024-02-29

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

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1. Name and Address of Reporting Person Yee Brian 2. Issuer Name and Ticker or Trading Symbol Wag! Group Co. [ PET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WAG! GROUP CO., 55 FRANCISCO ST., SUITE 360 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2024 (Street) SAN FRANCISCO, CA94133 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 02/29/2024 P 2,000 A $ 2 15,500 D Common Stock 03/01/2024 P 1,500 A $ 2.02 17,000 D Common Stock 1,648,503 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 Yee Brian C/O WAG! GROUP CO. 55 FRANCISCO ST., SUITE 360 SAN FRANCISCO, CA94133 X Signatures /s/ Brian Yee 03/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are owned directly by ACME Opportunity Fund, LP ("ACME Opportunity Fund"). ACME Opportunity Fund is managed by its general partner, ACME Opportunity Fund GP, LLC ("ACME Opportunity Fund GP"). Herchold-Yee Trust, of which Brian Yee is a trustee, is an assignee of economic interests in ACME Opportunity Fund GP. The reporting person disclaims beneficial ownership of the securities held by ACME Opportunity Fund, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 2 )The reported securities are owned directly by SherpaVentures Fund II, LP ("ACME Fund II"). ACME Fund II is managed by its general partner, SherpaVentures Fund II GP, LLC ("ACME Fund II GP"). Herchold-Yee Trust, of which Brian Yee is a trustee, is an assignee of economic interests in ACME Fund II GP. The reporting person disclaims beneficial ownership of the securities held by ACME Fund II, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

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).

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