Item 1.01. Entry into a Material Definitive Agreement



On December 27, 2022, Wag! Group Co. (the "Company"), through its subsidiary Wag
Labs, Inc., entered into an asset purchase agreement (the "Agreement") with
Clicks and Traffic LLC ("Seller") pursuant to which the Company agreed to
purchase substantially all of the Seller assets used in Seller's business in
exchange for cash consideration of $9 million. The transaction, which remains
subject to customary closing conditions, is expected to close during the first
quarter of 2023. The foregoing description of the Agreement does not purport to
be complete and is qualified in its entirety by the terms and conditions of the
Agreement, a copy of which is attached hereto as Exhibit 10.1, and the entirety
of which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure



On January 3, 2023, the Company issued a press release announcing the entrance
into the Agreement described in Item 1.01 of this Current Report on Form 8-K. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K. The Company also posted to its website at https://investors.wag.co/ an
Investor Presentation related to the transaction. A copy of the Investor
Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in Item 7.01 of this Form 8-K (including Exhibits 99.1
and 99.2 attached hereto) shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly provided by specific reference
in such a filing.


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Item 9.01 Financial Statements and Exhibits.



(d)Exhibits.

    Exhibit No.                                             Exhibit
       10.1                 Asset Purchase Agreement, dated December     27    , 2022 by and between
                              Wag Labs, Inc.     as Buyer, and Clicks and Traffic LLC, as Seller.
       99.1                 Press Release, dated January 3, 2023
       99.2                 Dog Food Advisor, Investor Presentation
        104               Cover Page Interactive Data File (embedded within

the Inline XBRL document).


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