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 411, 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 85056 San Francisco, California			94114
(Address of principal executive offices)			(Zip Code)

(707) 324-4219

(Registrant’s telephone number, including area code)

Not applicable

(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 1.01 Entry into a Material Definitive Agreement.

On April 4, 2025, Wag! Group Co. (the “Company”) entered into an amendment (the “Amendment”) to the Financing Agreement by and amongst the Company, Blue Torch Finance LLC (“Blue Torch”), and the other parties thereto, dated August 9, 2022 (the “Agreement”).

Pursuant to the Amendment, among other things, (i) the Agreement was modified so that the Company ceasing to remain listed on a national securities exchange would not constitute a “Change of Control”; (ii) the covenant requiring the Company to maintain certain minimum revenue was modified to reduce the requirement; (iii) the covenant requiring the Company to maintain a liquidity amount was reduced; and (iv) the Company agreed to provide Blue Torch with more frequent 13-week cash flow forecasts. In addition, the Company agreed to pay Blue Torch, for the benefit of the lenders, a fee in an amount equal to 2.10% of the aggregate principal amount of the term loans outstanding immediately prior to the effective date of the Amendment, payable as part of the final outstanding principal amount.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The ~~information~~disclosure ~~set~~under ~~forth above in~~ Item 18.01 of this Current Report on Form 8-k is incorporated ~~herein~~ by reference into this Item 2.03.

Item 8.01 Other Items.

On April 11, 2025, certain entities affiliated with Blue Torch Finance, LLC (“Blue Torch”), agent for lenders under Wag! Group Co.’s (the “Company”) Financing Agreement, dated as of August 9, 2022 (as amended), assigned their rights and obligations as agents and lenders under the Financing Agreement, in an aggregate amount of approximately $20 million in term loans, to Retriever LLC. No changes to the terms of the Financing Agreement, as previously disclosed by the Company, were made pursuant to the assignment.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number			Description
10.1			Amendment No.1 to Financing Agreement, by and between Wag! Group Co., Blue Torch Finance LLC, as Collateral Agent and Administrative Agent, and other parties thereto, dated April 4, 2025.
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 911, 2025

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