Wag! Group Co. (NASDAQ: PET) cancels all stock as Retriever LLC takes control

Rhea-AI Filing Summary

Wag! Group Co. reports that the U.S. Bankruptcy Court has confirmed its Chapter 11 reorganization plan and that the plan was substantially consummated on September 1, 2025. Under this plan, all existing common stock and other equity interests in the company were cancelled and extinguished, leaving prior shareholders with no recovery. Retriever LLC, the pre-bankruptcy secured creditor and sole holder of the financing agreement claims, received 1,000 shares of common stock representing 100% of the equity in the reorganized company and new notes with a principal amount of $5,000,000. The company states that all other creditor classes were treated as unimpaired under the plan.

Positive

• None.

Negative

• All pre-bankruptcy equity cancelled: Every share of existing common stock and other equity interests has been cancelled and extinguished under the confirmed Chapter 11 plan, leaving prior shareholders with no recovery.
• Post-emergence ownership concentrated: Retriever LLC becomes the sole shareholder of the reorganized company with 1,000 common shares and also receives $5,000,000 in new notes, fully displacing former equity holders.

Insights

Distressed Equity & Credit Analyst

Chapter 11 plan wipes out old equity while leaving most creditors unimpaired.

The confirmed reorganization plan for Wag! Group Co. cancels all pre-bankruptcy common stock and equity interests, which means existing shareholders no longer have an ownership stake. In exchange for its secured financing claims, Retriever LLC receives 1,000 shares of common stock, representing 100% of the equity in the reorganized company, and new notes with a principal amount of $5,000,000.

The plan classifies the secured financing agreement claims as impaired and entitled to vote, while general unsecured claims and other non-tax priority and secured claims are described as unimpaired. This structure concentrates post-emergence ownership entirely with the former secured lender, while other creditor classes keep their contractual rights as set out in the plan.

The filing also notes that Wag!’s common stock and warrants had already shifted to trading on the OTC Pink Marketplace under new symbols prior to plan consummation. Future filings may provide more detail on the reorganized company’s post-emergence financial profile and capital structure.

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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): August 29, 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.    ☐

*The registrant’s common stock and warrants began trading exclusively on the OTC Pink Marketplace on July 31, 2025 under the symbols “PETXQ” and “PETWQ”, respectively.

Item 1.03 Bankruptcy or Receivership

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 21, 2025, on July 21, 2025, Wag! Group Co. (the “Company”) and certain of its wholly owned subsidiaries (together with the Company, the “Debtors”) commenced cases (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the Chapter 11 Case of Wag! Group Co. (Case No. 25-11358).

On August 29, 2025, the Bankruptcy Court entered an order confirming the First Amended Joint Prepackaged Plan of Reorganization of Wag! Group Co. and Certain of its Affiliates dated August 26, 2025 (the “Plan”), pursuant to which all shares of common stock, par value $0.0001 per share (the “Common Stock”), and other equity interests in the Company are cancelled and extinguished as of the substantial consummation of the Plan. On September 1, 2025, the Plan was substantially consummated and the Common Stock and other equity interests in the Company were cancelled and extinguished as of such date. A copy of the Plan is attached as Exhibit 2.1 to this Current Report on Form 8-K.

The following chart provides a summary of treatment of each Class of Claims and Interests (each as defined in the Plan) and an estimate of the recoveries of each Class. The treatment provided in this chart is for informational purposes only and is qualified in its entirety by Article III of the Plan.

Class						Treatment / Voting Status
Class 1 – Non-Tax Priority Claims						Unimpaired / Deemed to Accept
Class 2 – Other Secured Claims						Unimpaired / Deemed to Accept
Class 3 – Financing Agreement Claims						Impaired / Entitled to Vote
Class 4 – General Unsecured Claims						Unimpaired / Deemed to Accept
Class 5 – Interests in Subsidiary Debtors						Unimpaired / Deemed to Accept
Class 6 – Interests in Wag!						Impaired / Deemed to Reject

In connection with the Plan, all pre-bankruptcy Common Stock and all other equity interests in the Company were cancelled and extinguished.  Retriever LLC, the pre-bankruptcy secured creditor of the Debtors and the sole Class 3 claimant, was issued (i) 1,000 shares of common stock, par value $0.0001 per share, representing 100% of the equity in the reorganized Company and (ii) $5,000,000 principal amount of new notes. All other classes of creditors were unimpaired under the Plan.

The foregoing summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.

Information regarding the assets and liabilities of the Company as of the most recent practicable date is hereby incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Form 10-Q”), filed with the SEC on August 7, 2025. This information should not be viewed as indicative of future results. A copy of the Form 10-Q is filed as Exhibit 13.1 hereto and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
2.1						First Amended Joint Prepackaged Plan of Reorganization.
13.1						Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (incorporated by reference to WAG! Group Co.’s Form 10-Q filed on August 7, 2025).
104						Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, 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: September 4, 2025

FAQ

What did Wag! Group Co. disclose in this PET Form 8-K?

The company disclosed that its Chapter 11 reorganization plan was confirmed by the Bankruptcy Court and substantially consummated, resulting in the cancellation of all existing common stock and other equity interests and a new capital structure centered on Retriever LLC.

What happens to Wag! Group Co. shareholders under the confirmed Chapter 11 plan?

All shares of common stock and other equity interests in Wag! Group Co. were cancelled and extinguished as of substantial consummation of the plan, so prior shareholders do not retain an ownership stake in the reorganized company.

Who owns Wag! Group Co. after the Chapter 11 reorganization?

Retriever LLC, the pre-bankruptcy secured creditor and sole Class 3 financing agreement claimant, received 1,000 shares of common stock representing 100% of the equity in the reorganized company, along with new notes in the principal amount of $5,000,000.

How are Wag! Group Co.’s creditors treated in the reorganization plan?

According to the class treatment summary, non-tax priority claims, other secured claims, general unsecured claims, and interests in subsidiary debtors are described as unimpaired and deemed to accept, while the financing agreement claims are impaired and entitled to vote and equity interests in Wag! are impaired and deemed to reject.

Did Wag! Group Co.’s stock listing change in connection with the restructuring?

The filing notes that the company’s common stock and warrants began trading exclusively on the OTC Pink Marketplace on July 31, 2025 under the symbols “PETXQ” and “PETWQ,” replacing trading on The Nasdaq Global Market.

Where can investors find more detail on Wag! Group Co.’s financial condition around the Chapter 11 process?

Information on assets and liabilities as of the most recent practicable date is incorporated by reference from Wag! Group Co.’s Form 10-Q for the quarter ended June 30, 2025, which is attached as Exhibit 13.1.

What key documents related to Wag! Group Co.’s reorganization are attached to this 8-K?

Exhibits include the First Amended Joint Prepackaged Plan of Reorganization as Exhibit 2.1, the Form 10-Q for the quarter ended June 30, 2025 as Exhibit 13.1, and the cover page interactive data file as Exhibit 104.