United States securities and exchange commission logo





                               September 27, 2022

       Garrett Smallwood
       Chief Executive Officer
       Wag! Group Co.
       55 Francisco Street
       Suite 360
       San Francisco, CA 94133

                                                        Re: Wag! Group Co.
                                                            Registration
Statement on Form S-1
                                                            Filed September 14,
2022
                                                            File No. 333-267405

       Dear Mr. Smallwood:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed September 14, 2022

       Cover Page

   1.                                                   Please disclose the
price the selling securityholders paid for the securities being registered
                                                        for resale.
   2.                                                   Please disclose the
exercise price of the warrants compared to the market price of the
                                                        underlying securities.
If the warrants are out the money, please disclose the likelihood that
                                                        warrant holders will
not exercise their warrants. Please provide similar disclosure in the
                                                        prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that
                                                        cash proceeds
associated with the exercises of the warrants are dependent on the stock
                                                        price. As applicable,
please describe the impact on your liquidity and update the
 Garrett Smallwood
FirstName LastNameGarrett Smallwood
Wag! Group  Co.
Comapany 27,
September NameWag!
              2022 Group Co.
September
Page 2    27, 2022 Page 2
FirstName LastName
         discussion on your ability to fund operations on a prospective basis
with your current cash
         on hand.
3.       We note the significant number of redemptions of your common stock in
connection with
         your business combination and that the shares being registered for
resale will constitute a
         considerable percentage of your public float. We also note that many
of the shares being
         registered for resale were purchased by the selling securityholders
for prices below the
         current market price of the common stock. Please highlight the
significant negative impact
         sales of shares on this registration statement could have on the
public trading price of the
         common stock.
Prospectus Summary, page 6

4.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of your common stock. Your discussion should
highlight the fact
         that institutional investors, like General Catalyst, a beneficial
owner of over 15% of your
         outstanding shares, will be able to sell all of its shares for so long
as the registration
         statement of which this prospectus forms a part is available for use.
Please make
         conforming revisions in the Liquidity section of the prospectus.
5.       We note that the CHW Forward Purchase Agreements with certain
investors provide those
         investors with the right to sell back shares to you at a fixed price
in November 2022.
         Please revise to discuss the risks that these agreements may pose to
other holders if you
         are required to buy back the shares as provided for therein. For
example, discuss how such
         forced purchases would impact the cash you have available for other
purposes and to
         execute your business strategy. Please make conforming revisions in
the Liquidity section.
Risk Factors, page 11

6.       Please amend an existing risk factor or add a new risk factor
highlighting the negative
         pressure potential sales of shares pursuant to this registration
statement could have on the
         public trading price of your common stock. To illustrate this risk,
please disclose the
         purchase price of the securities being registered for resale and the
percentage that these
         shares currently represent of the total number of shares outstanding.
In addition, please
         disclose that even though the current trading price is significantly
below the SPAC IPO
         price, the private investors have an incentive to sell because they
will still profit on sales
         due to the lower price at which they purchased their shares compared
to public investors.
Liquidity and Capital Resources, page 67

7.       Given the number of redemptions and the disparity between the exercise
price of the
         warrants and the current trading price of the youn stock, please
expand your discussion of
         capital resources to address any changes in the company   s liquidity
position since the
         business combination. If you are likely to have to seek additional
capital, discuss the
         effect of this offering on tyour ability to raise additional capital.
 Garrett Smallwood
Wag! Group Co.
September 27, 2022
Page 3
General

8.    Please disclose the price that each selling securityholder paid for the
securities being
      registered for resale. Please highlight any differences in the current
trading price, the
      prices that the other selling securityholders acquired their shares and
warrants, and the
      price that the public securityholders acquired their shares and warrants.
Please disclose
      that while the other selling securityholders may experience a positive
rate of return based
      on the current trading price, the public securityholders may not
experience a similar rate
      of return on the securities they purchased due to differences in the
purchase prices and the
      current trading price. Please also disclose the potential profit the
selling securityholders
      will earn based on the current trading price. Lastly, please include
appropriate risk factor
      disclosure.
9.    Please revise to update your disclosures throughout the filing and
address areas that
      appear to need updating or that present inconsistencies. Non-exclusive
examples of areas
      where disclosure should be updated are as follows:

             You state on page 46 that "near future" resales of Common Stock
may cause the
           market price of our securities to drop significantly. This statement
should be updated
           given that this prospectus is facilitating those sales;

             You state on pages 47 and 51 that stockholders "may" experience
dilution or market
           price drops. These statements should be updated given that this
prospectus is
           facilitating those sales; and

             You state on page 124 that you "expect" CHW shareholders and
Legacy Wag!
           holders to request that you file a registration statement. This
statement should be
           updated given that you have filed this registration statement.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement. Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King
at 202-551-
8071 with any questions.



                                                             Sincerely,
FirstName LastNameGarrett Smallwood
Comapany NameWag! Group Co.                                  Division of
Corporation Finance
September 27, 2022 Page 3                                    Office of Trade &
Services
cc:
FirstName Adam Brenneman
          LastName