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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Wag Group Company | NASDAQ:PET | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.03 | -2.27% | 1.29 | 1.28 | 1.30 | 1.32 | 1.27 | 1.31 | 67,540 | 16:10:50 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
WAG! Group Co.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
93042P109
(CUSIP Number)
August 9, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 93042P109 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
Issuers Quarterly Report on Form 10-Q as filed with the SEC on November 10, 2022.
CUSIP No. 93042P109 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
Issuers Quarterly Report on Form 10-Q as filed with the SEC on November 10, 2022.
CUSIP No. 93042P109 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
Issuers 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 Issuers 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 §240.13d1(b)(1)(ii)(J); ☐ ¨Group, in accordance with
§240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§240.13d1(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 If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following ☐. Ownership of More than 5 Percent on Behalf of Another Person Not applicable. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person. Not applicable. Identification and Classification of Members of the Group Each member of the group is identified on Exhibit A to this Schedule 13G. Notice of Dissolution of a Group Not applicable. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in
connection with a nomination under § 240.14a-11.
SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Exhibit Index
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
(1)
(2)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
(1)
(2)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
(1)
(2)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
(a)
Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person.
(b)
Percent of Class: See Row 11 of cover page for each Reporting Person
(c)
Number of shares as to which the person has:
(i)
(ii)
(iii)
(iv)
Item 5.
Item 6.
Item 7.
Item 8.
Item 9.
Item 10.
Date: February 14, 2023
FREESTYLE CAPITAL FUND II, L.P.
By:
Freestyle Capital GP II, LLC, its General Partner
By:
/s/ David Samuel
David Samuel, Managing Director
Date: February 14, 2023
FREESTYLE CAPITAL OPPORTUNITY FUND, L.P.
By:
Freestyle Capital Opportunity Fund GP, LLC, its General Partner
By:
/s/ David Samuel
David Samuel, Managing Director
Date: February 14, 2023
By:
/s/ David Samuel
David Samuel
Exhibit A
-
Agreement regarding filing of joint Schedule 13G.
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