0001209191-22-046823.txt : 20220819 0001209191-22-046823.hdr.sgml : 20220819 20220819161320 ACCESSION NUMBER: 0001209191-22-046823 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220809 FILED AS OF DATE: 20220819 DATE AS OF CHANGE: 20220819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SherpaVentures Fund II, LP CENTRAL INDEX KEY: 0001640276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40764 FILM NUMBER: 221180945 BUSINESS ADDRESS: STREET 1: 505 HOWARD STREET, SUITE 201 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415 805 8500 MAIL ADDRESS: STREET 1: 505 HOWARD STREET, SUITE 201 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stanford Scott CENTRAL INDEX KEY: 0001866544 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40764 FILM NUMBER: 221180943 MAIL ADDRESS: STREET 1: C/O PERSONALIZED BEAUTY DISCOVERY, INC. STREET 2: 201 BALDWIN AVENUE CITY: SAN MATEO STATE: CA ZIP: 94401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SherpaVentures Fund II GP, LLC CENTRAL INDEX KEY: 0001640277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40764 FILM NUMBER: 221180944 BUSINESS ADDRESS: STREET 1: 505 HOWARD STREET, SUITE 201 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415 805 8500 MAIL ADDRESS: STREET 1: 505 HOWARD STREET, SUITE 201 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wag! Group Co. CENTRAL INDEX KEY: 0001842356 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 55 FRANCISCO STREET, SUITE 360 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: (707) 324-4219 MAIL ADDRESS: STREET 1: 55 FRANCISCO STREET, SUITE 360 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 FORMER COMPANY: FORMER CONFORMED NAME: CHW Acquisition Corp DATE OF NAME CHANGE: 20210126 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-08-09 0 0001842356 Wag! Group Co. PET 0001640276 SherpaVentures Fund II, LP 505 HOWARD STREET, SUITE 201 SAN FRANCISCO CA 94105 0 0 1 0 0001640277 SherpaVentures Fund II GP, LLC 505 HOWARD STREET, SUITE 201 SAN FRANCISCO CA 94105 0 0 1 0 0001866544 Stanford Scott 505 HOWARD STREET, SUITE 201 SAN FRANCISCO CA 94105 0 0 1 0 Common Stock 5348634 I By SherpaVentures Fund II, LP In connection with the merger of Wag Labs, Inc. into CHW Merger Sub, Inc. with Wag Labs, Inc. being the surviving entity and becoming a subsidiary of Wag! Group Co. (the "Business Combination"), the Business Combination Agreement provides that certain eligible company equity holders will receive earn-out shares as additional consideration for the Company interests acquired in connection with the business combination, for no consideration, after certain triggering events as defined in the Business Combination Agreement. ACME Fund II's right to receive additional shares pursuant to this earn-out right became fixed on August 9, 2022, the effective date of the Business Combination. 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. SherpaVentures Fund II, LP, By: SherpaVentures Fund II GP, LLC, its General Partner, By /s/ Scott Stanford, Manager 2022-08-19 SherpaVentures Fund II GP, LLC, By /s/ Scott Stanford, Manager 2022-08-19 /s/ Scott Stanford 2022-08-19