Wag! Group Co 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________________ to ____________________ Commission File Number:001-40764 Wag! Group Co. (Exact name of registrant as specified in its charter) Delaware88-3590180(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 2261 Market Street,Suite86056San Francisco,California94114(Address of principal executive offices)(Zip Code)(1)(1) (707)324-4219(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicateby check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the SecuritiesAct.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of theAct.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reportingcompany☒Emerging growthcompany☒ Large acceleratedfiler☐Non-acceleratedfiler☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the ExchangeAct.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicateby check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June28, 2024, the lastbusiness day of the registrant’s most recently completed second fiscal quarter, was $12.5million based upon the last reportedsales price for such date on the Nasdaq Global Market. There were50,733,823shares of common stock outstanding as of March13, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portionsof the registrant’s definitive Proxy Statement for the registrant’s 2025 Annual Meeting of Stockholders areincorporated by reference into PartIII of this Annual Report on Form10-K. Such Proxy Statement will be filed with theSecurities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December31, 2024. (1)We are a remote-first company. Accordingly, we do not maintain a headquarters. For purposes of compliance withapplicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, asamended, stockholder communications required to be sent to our principal executive offices may be directed to the emailaddress: IR@wagwalking.com. TABLE OF CONTENTS Item1.Business4Item1A.Risk Factors14Item1B.Unresolved Staff Comments42Item1C.Cybersecurity42Item2.Properties43Item3.Legal Proceedings43Item4.Mine Safety Disclosures43 PARTII Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities44Item6.[Reserved]44Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations44Ite