Wag! Group Confirmed Liquidation: 100% Reorganized Equity to Secured Creditor
Rhea-AI Filing Summary
Wag! Group Co. filed for Chapter 11 bankruptcy on July 21, 2025, and its plan of liquidation was confirmed on August 29, 2025. The plan was substantially consummated on September 1, 2025, and the company’s common stock and all other equity interests were cancelled and extinguished as of that date. Under the reorganization, 1,000 shares of common stock representing 100% of equity in the reorganized entity were issued to the company’s sole secured creditor. The filing identifies a Chief Financial Officer as the principal financial and accounting officer.
Positive
- Plan confirmed and substantially consummated, completing the Chapter 11 process and providing finality to the restructuring timeline
- Secured creditor received reorganized equity, which may simplify post-reorganization governance and claims resolution
Negative
- All prior common stock and equity interests were cancelled and extinguished, resulting in a total loss for existing equity holders
- Control transferred to the sole secured creditor, eliminating previous shareholder influence and likely centralizing decision-making
- No information on creditor recoveries, unsecured creditor treatment, or valuation metrics is provided in the text
Insights
TL;DR: Chapter 11 liquidation led to equity cancellation and full control transfer to the secured creditor, wiping out existing shareholders.
The company’s Chapter 11 process resulted in a confirmed liquidation plan and complete equity extinguishment, with 100% of reorganized equity issued as 1,000 shares to the sole secured creditor. For existing public security holders, this is a total loss of equity value as all prior common stock was canceled. The issuance of a nominal fixed number of shares to the secured creditor indicates control consolidation rather than an equity recapitalization for public investors.
TL;DR: Governance has effectively shifted to the secured creditor following plan consummation and equity cancellation.
The confirmed plan and substantial consummation transferred 100% ownership to the secured creditor, altering board and shareholder dynamics. Cancellation of all prior equity extinguishes previous governance rights tied to common stockholders. The document names the Chief Financial Officer as the principal financial officer but provides no detail on post-reorganization governance structure or management continuity.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 001-40764
Wag! Group Co.
(Exact name of registrant as specified in its charter)
2261 Market St., Suite 85056
San Francisco, California
Telephone: (707) 324-4219
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common Stock, $0.0001 par value per share
Warrants to purchase common stock
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | x | |
| Rule 12g-4(a)(2) | ¨ | |
| Rule 12h-3(b)(1)(i) | x | |
| Rule 12h-3(b)(1)(ii) | ¨ | |
| Rule 15d-6 | ¨ | |
| Rule 15d-22(b) | ¨ |
Approximate number of holders of record as of the certification or notice date: 1*
| * | On July 21, 2025, the registrant Wag! Group Co. (the “Company”) and certain of its wholly owned subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for relief 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”). By order entered on August 29, 2025, the Bankruptcy Court confirmed the chapter 11 plan of liquidation of the Debtors (the “Plan”). On September 1, 2025, the Plan was substantially consummated and the common stock and all other equity interests in the Company were canceled and extinguished as of such date. In connection with the Plan, 1,000 shares of common stock, representing 100% of the equity in the reorganized Company were issued to the sole secured creditor of the Company. |
Pursuant to the requirements of the Securities Exchange Act of 1934, Wag! Group Co. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| Date: September 29, 2025 | Wag! Group Co. | |
| By: | /s/ Alec Davidian | |
| Name: Alec Davidian | ||
| Title: Chief Financial Officer (Principal Financial and Accounting Officer) | ||