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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rover Group, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 8, 2024 |
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: 001-39774 Rover Group, Inc. (Exact name of registrant as specified in its c |
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| February 29, 2024 |
ROVR / Rover Group, Inc. / Foundry Venture Capital 2013, L.P. - SC 13D/A Activist Investment SC 13D/A 1 tm247571d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rover Group, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 77936F103 (CUSIP Number) Jason M. Lynch General Counsel Foundry Group 645 Walnut Street Boulder, |
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| February 28, 2024 |
ROVR / Rover Group, Inc. / Madrona Venture Fund IV, LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rover Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 77936F103 (CUSIP Number) Madrona IV General Partner, LLC 999 Third Avenue, Suite 3400 Seattle, Washington 98104 (206) 674-3000 At |
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| February 27, 2024 |
SECOND AMENDED AND RESTATED BYLAWS ROVER GROUP, INC. Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF ROVER GROUP, INC. SECTION 1. LAW, CERTIFICATE OF INCORPORATION AND BYLAWS 1.1. These Second Amended and Restated Bylaws (these “Bylaws”) of Rover Group, Inc. (the “Corporation”) are subject to the certificate of incorporation of the Corporation (as may be amended, amended and restated, supplemented, or modified from time to time, the “Certificate”) |
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| February 27, 2024 |
Blackstone Completes Acquisition of Rover Exhibit 99.1 Blackstone Completes Acquisition of Rover Seattle, WA - February 27, 2024 - (GLOBE NEWSWIRE) - Rover Group, Inc. (“Rover” or the “Company”), the world’s largest online marketplace for pet care, today announced the completion of its acquisition by private equity funds affiliated with Blackstone (“Blackstone”) in an all-cash transaction valued at approximately $2.3 billion. The transact |
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| February 27, 2024 |
Form 25 |
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| February 27, 2024 |
As filed with the Securities and Exchange Commission on February 27, 2024 As filed with the Securities and Exchange Commission on February 27, 2024 Registration No. |
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| February 27, 2024 |
As filed with the Securities and Exchange Commission on February 27, 2024 As filed with the Securities and Exchange Commission on February 27, 2024 Registration No. |
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| February 27, 2024 |
As filed with the Securities and Exchange Commission on February 27, 2024 As filed with the Securities and Exchange Commission on February 27, 2024 Registration No. |
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| February 27, 2024 |
As filed with the Securities and Exchange Commission on February 27, 2024 As filed with the Securities and Exchange Commission on February 27, 2024 Registration No. |
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| February 27, 2024 |
As filed with the Securities and Exchange Commission on February 27, 2024 As filed with the Securities and Exchange Commission on February 27, 2024 Registration No. |
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| February 27, 2024 |
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 February 27, 2024 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) |
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| February 27, 2024 |
ROVR / Rover Group, Inc. / Nebula Caravel Holdings LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Rover Group, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 77936F103 (CUSIP Number) Adam H. Clammer True Wind Capital Management, L.P. Four Embarcadero Center, Suite 2100 San Francisco, CA |
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| February 27, 2024 |
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ROVER GROUP, INC. Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROVER GROUP, INC. Rover Group, Inc., a corporation incorporated and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: ONE: The name of the corporation is Rover Group, Inc. The date of filing its original Certificate of Incorporation of this Corporation with the Secretary of State |
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| February 23, 2024 |
Submission of Matters to a Vote of Security Holders 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 February 22, 2024 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| February 12, 2024 |
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 February 12, 2024 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| January 16, 2024 |
Rover Announces Expiration of Hart-Scott-Rodino Waiting Period Exhibit 99.1 Rover Announces Expiration of Hart-Scott-Rodino Waiting Period SEATTLE, January 16, 2024 (GLOBE NEWSWIRE) - Rover Group, Inc. (Nasdaq: ROVR) (“Rover” or the “Company”), the world’s largest online marketplace for pet care, today announced that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), expired at 11:59 p.m. |
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| January 16, 2024 |
Financial Statements and Exhibits, Other Events 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 January 16, 2024 (January 12, 2024) Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation |
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| January 16, 2024 |
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 January 16, 2024 (January 12, 2024) Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| January 11, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Rover Group, Inc. |
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| December 29, 2023 |
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 December 29, 2023 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) |
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| December 29, 2023 |
Exhibit 99.1 Rover Announces Expiration of “Go-Shop” Period Acquisition by Blackstone Expected to Close in the First Quarter of 2024 SEATTLE, December 29, 2023 - Rover Group, Inc. (Nasdaq: ROVR) (“Rover” or the “Company”), the world’s largest online marketplace for pet care, today announced the expiration of the 30-day “go-shop” period under the terms of the previously announced merger agreement. |
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| December 29, 2023 |
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 December 29, 2023 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) |
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| December 11, 2023 |
ROVER GROUP INC / Foundry Venture Capital 2013, L.P. - SC 13D Activist Investment SC 13D 1 tm2332553d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Rover Group, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 77936F103 (CUSIP Number) Jason M. Lynch General Counsel Foundry Group 645 Walnut Street Boulder, CO 80 |
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| November 30, 2023 |
ROVER GROUP INC / Nebula Caravel Holdings LLC - SC 13D/A Activist Investment SC 13D/A 1 d522329dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Rover Group, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 77936F103 (CUSIP Number) Adam H. Clammer True Wind Capital Management, L.P. Four Embarcadero Cente |
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| November 29, 2023 |
Exhibit 99.1 Rover Agrees to be Acquired by Blackstone in $2.3 Billion Transaction $11.00 Per Share Purchase Price Represents 61% Premium Over 90 trading-day VWAP SEATTLE, November 29, 2023 (GLOBE NEWSWIRE) - Rover Group, Inc. (Nasdaq: ROVR) (“Rover” or the “Company”), the world’s largest online marketplace for pet care, today announced that it has entered into a definitive agreement to be acquire |
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| November 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| November 29, 2023 |
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 November 29, 2023 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) |
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| November 29, 2023 |
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 November 29, 2023 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) |
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| November 29, 2023 |
Exhibit 10.1 EXECUTION COPY VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 29, 2023, is by and among Biscuit Parent, LLC, a Delaware limited liability company (“Parent”), Biscuit Merger Sub, LLC, a Delaware limited liability company and a wholly-owned direct subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockhold |
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| November 29, 2023 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among BISCUIT PARENT, LLC BISCUIT MERGER SUB, LLC and ROVER GROUP, INC. Dated as of November 29, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 13 1.3 Certain Interpretations 16 Article II THE MERGER 18 2.1 The Merger 18 2.2 The Effective Time 18 2.3 The Closin |
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| November 14, 2023 |
ROVER GROUP INC / MV Management XI, L.L.C. - SC 13D/A Activist Investment SC 13D/A 1 tm2330674d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Rover Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 77936F103 (CUSIP Number) Menlo ventures ATTN: DEBORAH cARRILLO, GENERAL COUNSEL 1300 EL CAMINO REAL, SUITE 150 menlo park, ca 9 |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 6, 2023 |
Exhibit 99.1 Rover Reports Third Quarter 2023 Financial Results •Third quarter revenue increased to $66.2 million, up 30% year-over-year •GAAP net income was $10.5 million compared to a GAAP net loss of $15.5 million in Q3 2022 •Adjusted EBITDA was $17.5 million compared to $10.2 million in Q3 2022 •Company raises full year 2023 guidance •Board approves extension of share repurchase program with a |
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| November 6, 2023 |
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 November 6, 2023 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) ( |
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| September 7, 2023 |
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 September 7, 2023 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) |
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| August 8, 2023 |
Rover Group, Inc. Outside Director Compensation Policy (as amended and restated June 15, 2023). Exhibit 10.2 ROVER GROUP, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved July 30, 2021 (the “Effective Date”) As Amended and Restated June 15, 2023 Rover Group, Inc. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and rew |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 1, 2023 |
Rover Reports Second Quarter 2023 Financial Results •Second quarter revenue increased to $58. |
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| August 1, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 August 1, 2023 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) (Co |
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| June 29, 2023 |
ROVER GROUP INC / MV Management XI, L.L.C. - SC 13D/A Activist Investment SC 13D/A 1 tm2320055d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Rover Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 77936F103 (CUSIP Number) Menlo ventures ATTN: DEBORAH cARRILLO, GENERAL COUNSEL 1300 El Camino Real, Suite 150 Menlo Park, CA 9 |
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| June 16, 2023 |
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 June 15, 2023 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) (Com |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 9, 2023 |
Rover Group, Inc. Outside Director Compensation Policy (as amended on April 24, 2023). ROVER GROUP, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved July 30, 2021 (the “Effective Date”) As Amended and Restated April 24, 2023 Rover Group, Inc. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Director |
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| May 8, 2023 |
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 May 8, 2023 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) (Commi |
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| May 8, 2023 |
Rover Reports First Quarter 2023 Financial Results •First quarter revenue increased to $41. |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 28, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 15, 2023 |
Financial Statements and Exhibits, Other Events 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 March 14, 2023 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) (Co |
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| March 15, 2023 |
ex99120230314grantedord IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE In re ROVER GROUP, INC. |
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| March 9, 2023 |
Exhibit 10.19 ROVER GROUP, INC. 2021 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD AND RESTRICTED STOCK UNIT AGREEMENT Capitalized terms that are not defined in this Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Award attached hereto as Exhibit A, the Non-U.S. Appendix attached here |
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| March 9, 2023 |
Exhibit 21.1 Rover Group, Inc. List of Subsidiaries (as of December 31, 2022) The following are the subsidiaries of Rover Group, Inc., omitting certain subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary: Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Name(s) under which Subsidiary Does Business A Place for Rover, Inc. Del |
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| March 9, 2023 |
Exhibit 4.2 DESCRIPTION OF SECURITIES The following description summarizes certain important terms of the capital stock of Rover Group, Inc. (“Rover”) as of March 9, 2023 as specified in its Certificate of Incorporation and Bylaws. Because the following description is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39 |
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| March 2, 2023 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE In re ROVER GROUP, INC. ) ) C.A. No. 2023- VERIFIED PETITION FOR RELIEF PURSUANT TO 8 DEL. C. § 205 Petitioner Rover Group, Inc. (the “Company”), by and through its undersigned counsel, petitions the Court pursuant to 8 Del. C. § 205 as follows: NATURE OF THE ACTION 1.The Company respectfully requests that the Court validate the filing |
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| March 2, 2023 |
Financial Statements and Exhibits, Other Events 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 March 1, 2023 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) (Com |
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| February 27, 2023 |
Exhibit 99.1 Rover Reports Fourth Quarter and Full Year 2022 Financial Results and Announces Share Repurchase Program •Full year revenue increased to $174.0 million, up 58% year-over-year •Gross booking value (GBV) of $798.4 million, up 53% year-over-year in 2022 •Total bookings of 5.6 million, up 32% year-over-year in 2022 •Announces $50 million Share Repurchase Program SEATTLE, February 27, 2023 |
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| February 27, 2023 |
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 February 26, 2023 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) |
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| February 14, 2023 |
ROVER GROUP INC / Empyrean Capital Partners, LP - ROVER GROUP, INC. Passive Investment SC 13G/A 1 p23-0598sc13ga.htm ROVER GROUP, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rover Group, Inc. (formerly known as Nebula Caravel Acquisition Corp.) (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 77936F103 (CUSIP Number) December 31, 2021 (Date |
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| January 12, 2023 |
As filed with the Securities and Exchange Commission on January 12, 2023 As filed with the Securities and Exchange Commission on January 12, 2023 Registration No. |
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| January 12, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Rover Group, Inc. |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 7, 2022 |
Rover Reports Third Quarter 2022 Financial Results ?Revenue increased to $50.9 million, up 45% year-over-year ?Gross booking value of $213.7 million, up 36% year-over-year ?Total bookings of 1.5 million, up 18% year-over-year SEATTLE, November 7, 2022 (GLOBE NEWSWIRE) - Rover Group, Inc. (?Rover? or the ?Company?) (NASDAQ: ROVR), the world?s largest online marketplace for pet care, today announced |
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| November 7, 2022 |
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 November 3, 2022 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) ( |
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| October 21, 2022 |
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 October 20, 2022 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) ( |
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| September 21, 2022 |
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 September 15, 2022 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) |
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| September 21, 2022 |
Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF ROVER GROUP, INC. (as amended on September 15, 2022) 1 TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES???????????????????????? 1 1.1 REGISTERED OFFICE???????????????????????......... 1 1.2 OTHER OFFICES???????????????????????????.. 1 ARTICLE II - MEETINGS OF STOCKHOLDERS??????????????????? 1 2.1 PLACE OF MEETINGS????????????????????????? 1 2.2 ANNUAL |
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| August 18, 2022 |
Rover Group, Inc. 91,476,337 Shares of Class A Common Stock Offered by the Selling Securityholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-259519 PROSPECTUS Rover Group, Inc. 91,476,337 Shares of Class A Common Stock Offered by the Selling Securityholders This prospectus relates to the resale from time to time by the selling securityholders named in this prospectus or their permitted transferees of: (i) 87,852,665 shares of Class A common stock, par value $0.0001 per share (?Class |
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| August 12, 2022 |
As filed with the Securities and Exchange Commission on August 12, 2022 As filed with the Securities and Exchange Commission on August 12, 2022 Registration No. |
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| August 12, 2022 |
ROVER GROUP INC / MV Management XI, L.L.C. - SC 13D/A Activist Investment SC 13D/A 1 tm2223343d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rover Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 77936F103 (CUSIP Number) Menlo ventures ATTN: DEBORAH cARRILLO, GENERAL COUNSEL 1300 El Camino Real, Suite 150 Menlo Park, CA 9 |
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| August 12, 2022 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) (to prospectus dated March 30, 2022) Registration No. |
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| August 12, 2022 |
Rover Group, Inc. Outside Director Compensation Policy (as amended) Exhibit 10.1 ROVER GROUP, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved July 30, 2021 (the ?Effective Date?) As Amended August 3, 2022 Rover Group, Inc. (the ?Company?) believes that providing cash and equity compensation to members of its Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Director |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 8, 2022 |
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 August 3, 2022 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) (Co |
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| August 8, 2022 |
Rover Reports Second Quarter 2022 Financial Results Exhibit 99.1 Rover Reports Second Quarter 2022 Financial Results ?Revenue increased to $43.4 million, up 77% year-over-year ?Gross booking value of $212.8 million, up 59% year-over-year ?Total bookings of 1.4 million, up 35% year-over-year SEATTLE, August 4, 2022 (GLOBE NEWSWIRE) ? Rover Group, Inc. (?Rover? or the ?Company?) (NASDAQ: ROVR), the world?s largest online marketplace for pet care, tod |
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| August 8, 2022 |
Rover Group, Inc. Q2 2022 Earnings Call Exhibit 99.2 Rover Group, Inc. Q2 2022 Earnings Call Company Participants -Aaron Easterly, Chief Executive Officer -Brent Turner , President & COO -Tracy Knox, Chief Financial Officer -Charlie Wickers, VP Finance -Walter Ruddy, VP Investor Relations & Capital Markets Other Participants -Andrew Boone, JMP Securities -Cory Carpenter, J.P. Morgan -Eric Sheridan, Goldman Sachs -Lauren Schenk, Morgan S |
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| August 8, 2022 |
Exhibit 10.1 Rover Group, Inc. Employment Letter Agreement August 3, 2022 Attn: Charlie Wickers 720 Olive Way, 19th Floor Seattle, Washington 98104 Dear Charlie, This letter agreement (the ?Agreement?) is entered into between Rover Group, Inc. (the ?Company?), the Company?s wholly-owned subsidiary, A Place for Rover, Inc. (?Subsidiary?), and you. This Agreement is effective as of the date signed b |
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| August 8, 2022 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) (to prospectus dated March 30, 2022) Registration No. |
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| June 17, 2022 |
Submission of Matters to a Vote of Security Holders 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 June 15, 2022 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) (Com |
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| June 17, 2022 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) (to prospectus dated March 30, 2022) Registration No. |
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| May 13, 2022 |
As filed with the Securities and Exchange Commission on May 12, 2022 As filed with the Securities and Exchange Commission on May 12, 2022 Registration No. |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 12, 2022 |
Table of Contents PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) (to prospectus dated March 30, 2022) Registration No. |
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| May 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 May 9, 2022 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) (Commi |
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| May 9, 2022 |
Rover Reports First Quarter Financial Results Exhibit 99.1 Rover Reports First Quarter Financial Results ?First quarter revenue increases to $28 million, up 128% from first quarter 2021 ?First quarter GBV of $154 million, up 137% from first quarter 2021 ?First quarter new bookings of 179,000, up 76% from first quarter 2021 SEATTLE, May 09, 2022 (GLOBE NEWSWIRE) - Rover Group, Inc. (?Rover?) (NASDAQ: ROVR), the world?s largest online marketpla |
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| April 29, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DEF 14A 1 def14a20220429.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 25, 2022 |
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 April 21, 2022 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) (Co |
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| April 25, 2022 |
PROSPECTUS SUPPLEMENT NO. 10 Filed Pursuant to Rule 424(b)(3) (to prospectus dated March 30, 2022) Registration No. 333-259519 91,476,337 Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated March 30, 2022 (as supplemented from time to time, the ?Prospectus?) with the information contained in our Current |
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| March 30, 2022 |
91,476,337 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259519 91,476,337 Shares of Class A Common Stock This prospectus relates to the resale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the ?Selling Securityholders?) of: (i) 87,852,665 shares of Class A common stock, par value $0.0001 per share (?Class A Common Stock?), consisting of (a) |
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| March 21, 2022 |
Exhibit 10.18 ROVER GROUP, INC. 2021 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD AND RESTRICTED STOCK UNIT AGREEMENT Capitalized terms that are not defined in this Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement (the ?Notice of Grant?), the Terms and Conditions of Restricted Stock Unit Award attached hereto as Exhibit A, the Non-U.S. Appendix attached here |
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| March 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39 |
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| March 21, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Post-Effective Amendment No 1 to Form S-1 (Form Type) Rover Group, Inc. |
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| March 21, 2022 |
Exhibit 10.21 A PLACE FOR ROVER, INC. 2011 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan (the ?Plan?) shall have the same defined meanings in this Stock Option Agreement (the ?Option Agreement?). I.NOTICE OF STOCK OPTION GRANT Name: ?Optionholder? Address: The undersigned Participant has been granted an Option to p |
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| March 21, 2022 |
Exhibit 4.4 DESCRIPTION OF SECURITIES The following description summarizes certain important terms of the capital stock of Rover Group, Inc. (?Rover?) as of March 18, 2022 as specified in its Certificate of Incorporation and Bylaws. Because the following description is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters se |
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| March 21, 2022 |
As filed with the Securities and Exchange Commission on March 21, 2022 Registration No. |
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| March 21, 2022 |
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: 001-39774 Rover Group, Inc. (Exact name of registrant as specified in its c |
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| March 21, 2022 |
Exhibit 21.1 Rover Group, Inc. List of Subsidiaries (as of December 31, 2021) The following are the subsidiaries of Rover Group, Inc., omitting certain subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary: Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Name(s) under which Subsidiary Does Business A Place for Rover, Inc. Del |
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| March 7, 2022 |
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 March 1, 2022 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) (Com |
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| March 7, 2022 |
PROSPECTUS SUPPLEMENT NO. 9 Filed Pursuant to Rule 424(b)(3) (to prospectus dated September 23, 2021) Registration No. 333-259519 105,039,096 Shares of Class A Common Stock 2,574,164 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 23, 2021 (as supplemented from time to |
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| March 7, 2022 |
Separation Agreement, dated March 4, 2022, by and between Rover Group, Inc. and Tracy Knox. Exhibit 10.1 EMPLOYMENT AND TRANSITION AGREEMENT This Employment and Transition Agreement (?Agreement?) is made by and between Tracy Knox (?Executive?) and Rover Group, Inc. (the ?Company?) (collectively referred to as the ?Parties? or individually referred to as a ?Party?). WHEREAS, Executive is currently employed as the Company?s Chief Financial Officer (?CFO?); WHEREAS, Executive has indicated |
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| March 7, 2022 |
Rover Announces CFO Succession Plan Exhibit 99.2 Rover Announces CFO Succession Plan ?Tracy Knox to Retire December 2022 Following Completion of Transition to Successor ?Tracy Knox to Serve As CFO through August 2022 and as an Advisor through the end of 2022 ?Charlie Wickers, Rover?s Vice President of Finance, identified as Successor SEATTLE, March 07, 2022 (GLOBE NEWSWIRE) - Rover Group, Inc. (?Rover?) (NASDAQ: ROVR), the world?s l |
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| March 7, 2022 |
Rover Reports Fourth Quarter and Full Year 2021 Financial Results Exhibit 99.1 Rover Reports Fourth Quarter and Full Year 2021 Financial Results ?Fourth quarter revenue increases to $38 million, up 41% from fourth quarter 2019 ?Record fourth quarter GBV of $166 million, up 44% from fourth quarter 2019 ?Fourth quarter new bookings of 215,000, up 30% from fourth quarter 2019 SEATTLE ? March 07, 2022 (GLOBE NEWSWIRE) ? Rover Group, Inc. (?Rover?) (NASDAQ: ROVR), th |
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| February 14, 2022 |
ROVER GROUP INC / CITADEL ADVISORS LLC - ROVER GROUP, INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Rover Group, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities) 77936F10 |
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| February 14, 2022 |
ROVER GROUP INC / Park West Asset Management LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rover Group, Inc. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 77936F103 (CUSIP Number) DECEMBER 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2022 |
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 February 14, 2022 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) |
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| February 14, 2022 |
PROSPECTUS SUPPLEMENT NO. 8 Filed Pursuant to Rule 424(b)(3) (to prospectus dated September 23, 2021) Registration No. 333-259519 105,039,096 Shares of Class A Common Stock 2,574,164 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 23, 2021 (as supplemented from time to |
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| February 14, 2022 |
ROVER GROUP INC / Hound Partners, LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 14, 2022 |
ROVER GROUP INC / Broad Bay Capital Management, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
ROVER GROUP INC / Foundry Venture Capital 2013, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rover Group, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 77936F103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 9, 2022 |
ROVER GROUP INC / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) ROVER GROUP, INC. (formerly Nebula Caravel Acquisition Corp.) (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 77936F103 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of |
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| February 7, 2022 |
ROVER GROUP INC / Technology Crossover Management VIII, Ltd. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* ROVER GROUP, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 77936F103 (CUSIP Number) December 31, 20 |
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| February 4, 2022 |
ROVER GROUP INC / Weiss Asset Management LP Passive Investment Converted by EDGARwiz CUSIP NO. 77936F103 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ROVER GROUP, INC. (FORMERLY KNOWN AS NEBULA CARAVEL ACQUISITION CORP.) - (Name of Issuer) Class |
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| February 4, 2022 |
ROVER GROUP INC / Nebula Caravel Holdings LLC - SC 13D/A Activist Investment SC 13D/A 1 d308222dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Rover Group, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 77936F103 (CUSIP Number) Adam H. Clammer True Wind Capital Management, L.P. Four Embarcadero Cente |
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| January 21, 2022 |
PROSPECTUS SUPPLEMENT NO. 7 Filed Pursuant to Rule 424(b)(3) (to prospectus dated September 23, 2021) Registration No. 333-259519 105,039,096 Shares of Class A Common Stock 2,574,164 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 23, 2021 (as supplemented from time to |
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| January 21, 2022 |
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 January 20, 2022 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) ( |
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| January 14, 2022 |
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 January 14, 2022 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) ( |
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| January 14, 2022 |
Exhibit 99.1 Rover Announces Confirmation of Previously Announced 2021 Revenue Guidance Ahead of Participation at 24th Annual Needham Virtual Growth Conference SEATTLE, Jan. 14, 2022 (GLOBE NEWSWIRE) - Rover Group, Inc. (?Rover?) (NASDAQ: ROVR), the world?s largest online marketplace for pet care, today announced that it confirms its previously announced revenue guidance for fiscal 2021 of $106 - |
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| January 12, 2022 |
Form 25 |
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| January 5, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 December 29, 2021 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporati |
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| January 5, 2022 |
Exhibit 99.2 BY FIRST CLASS MAIL December 29, 2021 (as amended on January 5, 2022 to correct the Redemption Fair Market Value and the number of shares to be received upon a ?cashless exercise? of Warrants) NOTICE OF ?REDEMPTION FAIR MARKET VALUE? TO THE HOLDERS OF ROVER GROUP, INC. PUBLIC WARRANTS (CUSIP 77936F111) AND PRIVATE WARRANTS Reference is made to that certain Redemption Notice (as define |
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| January 5, 2022 |
PROSPECTUS SUPPLEMENT NO. 6 Filed Pursuant to Rule 424(b)(3) (to prospectus dated September 23, 2021) Registration No. 333-259519 105,039,096 Shares of Class A Common Stock 2,574,164 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 23, 2021 (as supplemented from time to |
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| January 5, 2022 |
Exhibit 99.1 CORRECTION - Rover Group, Inc. Announces ?Redemption Fair Market Value? in Connection With Redemption of its Outstanding Warrants SEATTLE, Jan. 5, 2022 (GLOBE NEWSWIRE) - In a release issued under the same headline on December 29, 2021 by Rover Group, Inc. (NASDAQ: ROVR), please note that in the bulleted section in the fifth paragraph, the Redemption Fair Market Value of $10.12 should |
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| December 29, 2021 |
PROSPECTUS SUPPLEMENT NO. 5 Filed Pursuant to Rule 424(b)(3) (to prospectus dated September 23, 2021) Registration No. 333-259519 105,039,096 Shares of Class A Common Stock 2,574,164 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 23, 2021 (as supplemented from time to |
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| December 29, 2021 |
Financial Statements and Exhibits, Other Events 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 December 29, 2021 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) |
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| December 29, 2021 |
Exhibit 99.1 Rover Group, Inc. Announces ?Redemption Fair Market Value? in Connection With Redemption of its Outstanding Warrants SEATTLE, Dec. 29, 2021 (GLOBE NEWSWIRE) - Rover Group, Inc. (?Rover?) (NASDAQ: ROVR), the world?s largest online marketplace for pet care, today announced the ?Redemption Fair Market Value? in connection with its previously announced redemption of its outstanding Warran |
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| December 29, 2021 |
Exhibit 99.2 BY FIRST CLASS MAIL December 29, 2021 NOTICE OF ?REDEMPTION FAIR MARKET VALUE? TO THE HOLDERS OF ROVER GROUP, INC. PUBLIC WARRANTS (CUSIP 77936F111) AND PRIVATE WARRANTS Reference is made to that certain Redemption Notice (as defined below) under which Rover Group, Inc. (the ?Company?) committed to provide registered holders of the Company?s Warrants (as defined below) notice of the f |
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| December 13, 2021 |
PROSPECTUS SUPPLEMENT NO. 4 Filed Pursuant to Rule 424(b)(3) (to prospectus dated September 23, 2021) Registration No. 333-259519 105,039,096 Shares of Class A Common Stock 2,574,164 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 23, 2021 (as supplemented from time to |
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| December 13, 2021 |
Exhibit 4.1 FIRST AMENDMENT TO WARRANT AGREEMENT THIS FIRST AMENDMENT TO WARRANT AGREEMENT (this ?Amendment?), is made and entered into as of December 10, 2021, by and between Rover Group, Inc., a Delaware corporation and legal successor to Nebula Caravel Acquisition Corp. (?Rover?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (?AST?). Capitalized t |
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| December 13, 2021 |
Financial Statements and Exhibits, Other Events 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 December 10, 2021 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) |
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| December 13, 2021 |
NOTICE OF REDEMPTION OF ALL OUTSTANDING PUBLIC WARRANTS (CUSIP 77936F111) AND PRIVATE WARRANTS Exhibit 99.2 December 13, 2021 NOTICE OF REDEMPTION OF ALL OUTSTANDING PUBLIC WARRANTS (CUSIP 77936F111) AND PRIVATE WARRANTS Dear Warrant Holder, Rover Group, Inc. (the ?Company?) hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on January 12, 2022 (the ?Redemption Date?), all of the Company?s outstanding warrants (the ?Public Warrants?) to purchase shares of the Company? |
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| December 13, 2021 |
Rover Group, Inc. Announces Redemption of All Outstanding Warrants Exhibit 99.1 Rover Group, Inc. Announces Redemption of All Outstanding Warrants SEATTLE, Dec. 13, 2021 (GLOBE NEWSWIRE) - Rover Group, Inc. (?Rover? or the ?Company?) (NASDAQ: ROVR), the world?s largest online marketplace for pet care, today announced that it will redeem all of its outstanding public warrants (the ?Public Warrants?) to purchase shares of Rover?s Class A common stock, par value $0. |
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| December 3, 2021 |
As filed with the Securities and Exchange Commission on December 3, 2021 As filed with the Securities and Exchange Commission on December 3, 2021 Registration No. |
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| November 22, 2021 |
6,000,000 Shares Rover Group, Inc. Class A Common Stock Filed Pursuant to Rule 424(b)(4) Registration No. 333-260937 6,000,000 Shares Rover Group, Inc. Class A Common Stock All of the shares of Class A Common Stock in the offering are being sold by the selling stockholders identified in this prospectus. Rover Group, Inc. (the ?Company?) will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. However, we |
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| November 18, 2021 |
Exhibit 1.1 [●] SHARES ROVER GROUP, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT [●] 1 [●] Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC J.P. Morgan Securities LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10 |
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| November 18, 2021 |
As filed with the Securities and Exchange Commission on November 18, 2021 As filed with the Securities and Exchange Commission on November 18, 2021 Registration No. |
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| November 16, 2021 |
As filed with the Securities and Exchange Commission on November 16, 2021 As filed with the Securities and Exchange Commission on November 16, 2021 Registration No. |
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| November 16, 2021 |
Rover Group, Inc. 720 Olive Way, 19th Floor Seattle, WA 98101 Rover Group, Inc. 720 Olive Way, 19th Floor Seattle, WA 98101 VIA EDGAR November 16, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street N.E. Washington, D.C. 20549-3010 Attention: Katherine Bagley RE: Rover Group, Inc. Registration Statement on Form S-1 File No. 333-260937 Ladies and Gentlemen: Pursuant to Rule 461 under the Securit |
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| November 16, 2021 |
November 16, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Katherine Bagley RE: Rover Group, Inc. Registration Statement on Form S-1 Filed November 10, 2021 File No. 333-260937 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the ?Act?), Morgan Stanley & Co. |
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| November 10, 2021 |
Table of Contents PROSPECTUS SUPPLEMENT NO. 3 Filed Pursuant to Rule 424(b)(3) (to prospectus dated September 23, 2021) Registration No. 333-259519 105,039,096 Shares of Class A Common Stock 2,574,164 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 23, 2021 (as supplem |
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| November 10, 2021 |
United States securities and exchange commission logo November 10, 2021 Aaron Easterly Chief Executive Officer Rover Group, Inc. |
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| November 10, 2021 |
As filed with the Securities and Exchange Commission on November 9, 2021 As filed with the Securities and Exchange Commission on November 9, 2021 Registration No. |
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| November 10, 2021 |
Rover Group, Inc. 2021 Equity Incentive Plan Exhibit 10.13 ROVER GROUP, INC. 2021 EQUITY INCENTIVE PLAN 1. Purposes of the Plan; Award Types. (a) Purposes of the Plan. The purposes of this Plan are to attract and retain personnel for positions with the Company Group, to provide additional incentive to Employees, Directors, and Consultants (collectively, ?Service Providers?), and to promote the success of the Company?s business. (b) Award Typ |
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| November 10, 2021 |
Amended and Restated Bylaws of the Company. AMENDED AND RESTATED BYLAWS OF NEBULA CARAVEL ACQUISITION CORP. (as amended on July 30, 2021; effective as of the closing of the Business Combination Transaction) TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 6 1.1 REGISTERED OFFICE 6 1.2 OTHER OFFICES 6 ARTICLE II MEETINGS OF STOCKHOLDERS 6 2.1 PLACE OF MEETINGS 6 2.2 ANNUAL MEETING 6 2.3 SPECIAL MEETING 6 2.4 ADVANCE NOTICE PROCEDURES 7 2.5 |
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| November 10, 2021 |
Rover Group, Inc. 2021 Employee Stock Purchase Plan Exhibit 10.12 ROVER GROUP, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an “employee stock purchase plan” under Section 42 |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 8, 2021 |
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 November 2, 2021 Date of Report (date of earliest event reported) Rover Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or organization) ( |
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| November 8, 2021 |
424B3 1 rovr-424b3.htm 424B3 PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3) (to prospectus dated September 23, 2021) Registration No. 333-259519 105,039,096 Shares of Class A Common Stock 2,574,164 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 23, 2021 |
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| November 8, 2021 |
ROVER GROUP, INC. Key Business Metrics (Bookings in thousands, GBV in millions) Exhibit 99.1 Rover Reports Third Quarter 2021 Financial Results ?Revenue increases to $35 million, up 31% from third quarter 2019 ?Record GBV of $157 million, up 35% from third quarter 2019 ?Highest new bookings of 259,000, up 32% from third quarter 2019 SEATTLE, WA ? November 8, 2021 @ 1:05pm PST ? Rover Group, Inc. (?Rover? or the ?Company?) (NASDAQ: ROVR), the world?s largest online marketplace |
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| November 3, 2021 |
Confidential Treatment Requested by Rover Group, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on November 2, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCH |
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| October 12, 2021 |
ROVR / Rover Group, Inc. Class A / MV Management XI, L.L.C. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| October 7, 2021 |
Form of Stock Option Agreement under the A Place for Rover, Inc. 2011 Equity Incentive Plan. Exhibit 99.6 A PLACE FOR ROVER, INC. 2011 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”). I.NOTICE OF STOCK OPTION GRANT Name: «Optionholder» Address: The undersigned Participant has been granted an Option to pu |
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| October 7, 2021 |
Exhibit 99.2 ROVER GROUP, INC. 2021 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD AND RESTRICTED STOCK UNIT AGREEMENT Capitalized terms that are not defined in this Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Award attached hereto as Exhibit A, the Non-U.S. Appendix attached heret |
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| October 7, 2021 |
Exhibit 99.11 Execution Version DATED [•], 2018 [Option Holder] BARKING DOG VENTURES LIMITED A PLACE FOR ROVER, INC. RELEASE OF OLD OPTION AND GRANT OF NEW OPTION 5 New Street Square | London EC4A 3TW Tel +44 (0)20 7300 7000 Fax +44 (0)20 7300 7100 DX 41 London www.taylorwessing.com THIS RELEASE AND GRANT OF NEW OPTION AGREEMENT ("Agreement") is made on [●], 2018 BETWEEN (1)[NAME] of [ADDRESS] (th |
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| October 7, 2021 |
Barking Dog Ventures Limited Enterprise Management Incentive Share Option Plan. EX-99.9 11 ex999-barkingdogventuresli.htm EX-99.9 Exhibit 99.9 BARKING DOG VENTURES LIMITED Enterprise Management Incentive (EMI) Share Option Plan CONTENTS CLAUSE 1.Interpretation 1 2.Grant of Options 1 3.Exercise Condition 1 4.grant limits 2 5.Exercise of Options 3 6.Termination of employment 4 7.Manner of exercise of EMI Options 5 8.Lapse of Options 6 9.Tax liabilities 7 10.Relationship with em |
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| October 7, 2021 |
A Place for Rover, Inc. 2011 Equity Incentive Plan, as amended. Exhibit 99.5 A PLACE FOR ROVER, INC. 2011 EQUITY INCENTIVE PLAN (As amended March 9, 2020) 1.Purposes of the Plan. The purposes of this Plan are: ?to attract and retain the best available personnel for positions of substantial responsibility, ?to provide additional incentive to Employees, Directors and Consultants, and ?to promote the success of the Company?s business. The Plan permits the grant o |
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| October 7, 2021 |
As filed with the Securities and Exchange Commission on October 6, 2021 As filed with the Securities and Exchange Commission on October 6, 2021 Registration No. |
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| October 7, 2021 |
EX-99.3 6 ex993-formofstockoptionagr.htm EX-99.3 Exhibit 99.3 ROVER GROUP, INC. 2021 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT Capitalized terms that are not defined in this Notice of Stock Option Grant and Stock Option Agreement (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, the Non-U.S. Appendix attached hereto as Exhibit B and all ot |
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| October 7, 2021 |
DogVacay, Inc. Amended and Restated 2012 Stock Option Plan, as amended June 18, 2015. Exhibit 99.7 DOG VACAY, INC. AMENDED AND RESTATED 2012 STOCK OPTION PLAN (as amended June 18, 2015) SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Dog Vacay, Inc. Amended and Restated 2012 Stock Option Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Dog Vacay, Inc., a Del |
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| October 7, 2021 |
Exhibit 99.10 Execution Version DATED [●], 2018 [Option Holder] BARKING DOG VENTURES LIMITED A PLACE FOR ROVER, INC. RELEASE OF OLD EMI OPTION AND GRANT OF NEW EMI OPTION 5 New Street Square | London EC4A 3TW Tel +44 (0)20 7300 7000 Fax +44 (0)20 7300 7100 DX 41 London www.taylorwessing.com 4131-5484-2648.2 THIS RELEASE AND GRANT OF NEW OPTION AGREEMENT ("Agreement") is made on [●], 2018 BETWEEN ( |
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| October 7, 2021 |
Exhibit 99.8 INCENTIVE STOCK OPTION GRANT NOTICE UNDER THE DOGVACAY, INC. AMENDED AND RESTATED 2012 STOCK OPTION PLAN Pursuant to the DogVacay, Inc. Amended and Restated 2012 Stock Option Plan (the “Plan”), DogVacay, Inc., a Delaware corporation (together with any successor, the “Company”), has granted to the individual named below, an option (the “Stock Option”) to purchase on or prior to the Exp |
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| October 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 ROVER GROUP, INC. (Exact name of Registrant as specified in its charter) Delaware 85-3147201 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identi |
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| October 5, 2021 |
ROVR / Rover Group, Inc. Class A / Madrona Venture Fund IV, LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rover Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 77936F103 (CUSIP Number) Madrona IV General Partner, LLC 999 Third Avenue, Suite 3400 Seattle, Washington 98104 (206) 674-3000 Attn: Troy |
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| October 1, 2021 |
PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(3) (to prospectus dated September 23, 2021) Registration No. 333-259519 105,039,096 Shares of Class A Common Stock 2,574,164 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 23, 2021 (the ?Prospectus?), related t |
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| October 1, 2021 |
Termination of a Material Definitive Agreement, Other Events 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 October 1, 2021 (September 27, 2021) (Date of Report (date of earliest event reported) ROVER GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporati |
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| September 23, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259519 105,039,096 Shares of Class A Common Stock 2,574,164 Warrants to Purchase Shares of Class A Common Stock This prospectus relates to the registration of the Class A Common Stock, par value $0.0001 per share, of Rover Group, Inc. and warrants to purchase shares of Class A Common Stock as described herein. This prospectus relates to the off |
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| September 22, 2021 |
Rover Group, Inc. 720 Olive Way, 19th Floor Seattle, WA 98101 Rover Group, Inc. 720 Olive Way, 19th Floor Seattle, WA 98101 VIA EDGAR September 22, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street N.E. Washington, D.C. 20549-3010 Attention: Taylor Beech RE: Rover Group, Inc. Registration Statement on Form S-1 File No. 333-259519 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities |
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| September 21, 2021 |
United States securities and exchange commission logo September 21, 2021 Tracy Knox Chief Financial Officer Rover Group, Inc. |
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| September 14, 2021 |
Exhibit 21.1 Rover Group, Inc. List of Subsidiaries (as of September 1, 2021) The following are the subsidiaries of Rover Group, Inc., omitting certain subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary: Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Name(s) under which Subsidiary Does Business A Place for Rover, Inc. Del |
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| September 14, 2021 |
As filed with the Securities and Exchange Commission on September 14, 2021 As filed with the Securities and Exchange Commission on September 14, 2021 Registration No. |
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| August 16, 2021 |
ROVER MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EX-99.2 3 rovr-ex99236.htm EX-99.2 Exhibit 99.2 ROVER MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Capitalized terms used but not defined in this Exhibit 99.2 shall have the meanings ascribed to them in the Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2021 and, if not defined in the F |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39774 Rover Grou |
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| August 16, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unless otherwise indicated or the context otherwise requires, references to: (a) ?Rover Group, Inc.? or ?New Rover? refers to Caravel and its consolidated subsidiaries after giving effect to the Merger, (b) ?Legacy Rover? refers to A Place for Rover, Inc., a Delaware corporation, prior to the Closing and (c) ?Caravel? refers |
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| August 16, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 16, 2021 (July 30, 2021) (Date of Report (date of earliest event reported) ROVER GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction o |
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| August 16, 2021 |
A Place for Rover, Inc. Condensed Consolidated Balance Sheets (in thousands, except per share data) EX-99.1 2 rovr-ex9916.htm EX-99.1 Exhibit 99.1 A Place for Rover, Inc. Condensed Consolidated Balance Sheets (in thousands, except per share data) (unaudited) December 31, June 30, 2020 2021 Assets Current assets Cash and cash equivalents $ 80,848 $ 103,386 Accounts receivable, net 2,992 12,187 Prepaid expenses and other current assets 3,629 2,782 Total current assets 87,469 118,355 Property and e |
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| August 10, 2021 |
EX-99.1 2 d326513dex991.htm EX-1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them in a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0.0001 per share, of Ro |
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| August 10, 2021 |
ROVR / Rover Group, Inc. Class A / Madrona Venture Fund IV, LP - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Rover Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 77936F103 (CUSIP Number) Madrona IV General Partner, LLC 999 Third Avenue, Suite 3400 Seattle, Washington 98104 (206) 674-3000 Attn: |
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| August 9, 2021 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) EX-99.A 2 d215224dex99a.htm EX-A Exhibit A JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of Rover Group, Inc., a Delaware corporation |
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| August 9, 2021 |
NEBC / Nebula Caravel Acquisition Corp / Nebula Caravel Holdings LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Rover Group, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 77936F103 (CUSIP Number) Adam H. Clammer True Wind Capital Management, L.P. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 (41 |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rover Group, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 77936F103 (CUSIP Number) July 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| August 9, 2021 |
Agreement of Joint Filing dated August 9, 2021. EX-99.1 2 tm2124486d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amend |
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| August 9, 2021 |
Rover Reports Second Quarter 2021 Financial Results EX-99.1 2 rovr-ex9916.htm EX-99.1 Exhibit 99.1 Rover Reports Second Quarter 2021 Financial Results ● Q2 GBV of $134 million, Rover’s highest GBV quarter ever ● Q2 new bookings of ~228,000 at ~$9 average customer acquisition cost ● Q2 net loss significantly narrows ● Achieves Adjusted EBITDA profitability for the first time ● Company raises full year 2021 guidance SEATTLE, WA – August 9, 2021 – Rov |
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| August 9, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* ROVER GROUP, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 77936F103 (CUSIP Number) July 30, 2021 (D |
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| August 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 August 9, 2021 Date of Report (Date of earliest event reported) ROVER GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 9, 2021 |
NEBC / Nebula Caravel Acquisition Corp / MV Management XI, L.L.C. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 5, 2021 |
Specimen Class A Common Stock Certificate of the Company. Exhibit 4.1 Number CA-?CertNo?*?NumericalShares?* Shares Class A Common Stock THIS CERTIFIES THAT *?Name?* is the record holder of (?WrittenShares?) *?NumericalShares?* shares of Class A Common Stock of ROVER GROUP INC. a Delaware corporation transferable only on the records of the corporation upon surrender of this certificate, properly endorsed or assigned. This certificate and the shares it rep |
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| August 5, 2021 |
Rover Group, Inc. Form of Indemnification Agreement EX-10.17 7 rovr-ex1017114.htm EX-10.17 Exhibit 10.17 ROVER GROUP, INC. FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of July 30, 2021, and is between Rover Group, Inc., a Delaware corporation (f/k/a Nebula Caravel Acquisition Corp., the “Company”), and [Indemnitee Party] (“Indemnitee”). RECITALS A.Indemnitee’s service to the Company substantially b |
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| August 5, 2021 |
Exhibit 10.3 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this ?Agreement?), dated as of July 26, 2021, is entered into by and among True Wind Capital II, L.P., a Delaware limited partnership, True Wind Capital II-A, L.P., a Delaware limited partnership (together, the ?Assignors?), BBCM Master Fund Ltd., a Delaware limited partnership (the ?Assignee?) and, solely a |
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| August 5, 2021 |
EX-16.1 8 rovr-ex161120.htm EX-16.1 Exhibit 16.1 August 5, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Rover Group, Inc. statements (formally known as Nebula Caravel Acquisition Corp.) included under Item 4.01 of its Form 8-K dated August 5, 2021. We agree with the statements concerning our Firm u |
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| August 5, 2021 |
Amended and Restated Certificate of Incorporation of the Company. EX-3.1 2 rovr-ex31119.htm EX-3.1 Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “NEBULA CARAVEL ACQUISITION CORP.”, CHANGING ITS NAME FROM “NEBULA CARAVEL ACQUISITION CORP.” TO “ROVER GROUP, INC.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF JUL |
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| August 5, 2021 |
Rover Group, Inc. Outside Director Compensation Policy EX-10.16 6 rovr-ex1016115.htm EX-10.16 Exhibit 10.16 ROVER GROUP, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved July 30, 2021 (the “Effective Date”) Rover Group, Inc. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and r |
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| August 5, 2021 |
f 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 August 5, 2021 (July 30, 2021) Date of Report (date of earliest event reported) ROVER GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation or |
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| August 5, 2021 |
Amended and Restated Bylaws of the Company. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NEBULA CARAVEL ACQUISITION CORP. (effective as of July 30, 2021) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS? MEETINGS 7 2.6 QUORUM 7 2. |
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| August 5, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.1 9 rovr-ex9916.htm EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unless otherwise indicated or the context otherwise requires, references to: (a) “Rover Group, Inc.” or “New Rover” refers to Caravel and its consolidated subsidiaries after giving effect to the Merger, (b) “Legacy Rover” refers to A Place for Rover, Inc., a Delaware corporation, prior to th |
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| August 2, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 2, 2021 Rover Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-39774 (Commission File Number) 85-31472 |
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| August 2, 2021 |
Rover, World’s Largest Network of Pet Sitters and Dog Walkers, Goes Public EX-99.1 2 rovr-ex9917.htm EX-99.1 Exhibit 99.1 Rover, World’s Largest Network of Pet Sitters and Dog Walkers, Goes Public ● Rover begins trading on Nasdaq under the ticker “ROVR” after completing its business combination with Nebula Caravel Acquisition Corp. ● Rover is the leading online marketplace for pet care, with more than 500,000 pet care providers across North America and Europe ● Rover rec |
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| July 30, 2021 |
EX-99.1 2 rovr-ex9916.htm EX-99.1 Exhibit 99.1 Nebula Caravel Acquisition Corp. Completes Business Combination with Rover Combined Company renamed Rover Group, Inc. and will trade on the Nasdaq Stock Exchange on August 2, 2021 San Francisco, CA, July 30, 2021 - A Place for Rover, Inc. (“Rover”), the world's largest network of five-star pet sitters and dog walkers, and Nebula Caravel Acquisition Co |
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| July 30, 2021 |
Nebcu-form25 |
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| July 30, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): July 30, 2021 Rover Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-39774 (Commission File Number) 85-314720 |
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| July 29, 2021 |
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): July 28, 2021 Nebula Caravel Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39774 82-3147201 (State or other jurisdiction of incorporation) (Commiss |
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| July 29, 2021 |
Nebula Caravel Acquisition Corp. Stockholders Approve Business Combination with Rover Exhibit 99.1 Nebula Caravel Acquisition Corp. Stockholders Approve Business Combination with Rover ? The combined company?s common stock is expected to begin trading on the NASDAQ exchange under the ticker symbol ?ROVR? ? Rover to become the first publicly traded online marketplace for pet care ? Transaction proceeds of approximately $240 million to support Rover?s growth strategies San Francisco, |
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| July 28, 2021 |
EX-1 2 nebulacaravel13gjun12021ex1.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A common stock, par value $0.0001 per share, of Neb |
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| July 28, 2021 |
NEBC / Nebula Caravel Acquisition Corp / Park West Asset Management LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* nebula caravel ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 629070103 (CUSIP Number) JUNE 1, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| July 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* nebula caravel ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 629070103 (CUSIP Number) JULY 21, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| July 13, 2021 |
Filed by Nebula Caravel Acquisition Corp. 425 1 d161796d425.htm 425 Filed by Nebula Caravel Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nebula Caravel Acquisition Corp. Commission File No. 333-253110 The following memorandum was made available to non-employee Rover participants who hold unexpired Rover options on Ju |
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| July 13, 2021 |
Filed by Nebula Caravel Acquisition Corp. Filed by Nebula Caravel Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nebula Caravel Acquisition Corp. Commission File No. 333-253110 The following email was sent to non-employee Rover participants who hold unexpired Rover Options on July 12, 2021 Subject Line: Next Steps in t |
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| July 13, 2021 |
Filed by Nebula Caravel Acquisition Corp. Filed by Nebula Caravel Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nebula Caravel Acquisition Corp. Commission File No. 333-253110 The following email was sent to employees of Rover on July 12, 2021 Subject Line: Next Steps in the Rover-Caravel deal Rover team, We?re happy |
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| July 13, 2021 |
Filed by Nebula Caravel Acquisition Corp. 425 1 d154682d425.htm 425 Filed by Nebula Caravel Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nebula Caravel Acquisition Corp. Commission File No. 333-253110 The following email was sent to non-employee stockholders of Rover on July 12, 2021 Subject Line: Next Steps in the R |
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| July 13, 2021 |
Filed by Nebula Caravel Acquisition Corp. Filed by Nebula Caravel Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nebula Caravel Acquisition Corp. Commission File No. 333-253110 The following memorandum was made available to non-employee stockholders of Rover on July 12, 2021 Rover-Caravel Deal Announcement: Stockholder |
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| July 13, 2021 |
Filed by Nebula Caravel Acquisition Corp. Filed by Nebula Caravel Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nebula Caravel Acquisition Corp. Commission File No. 333-253110 The following memorandum was made available to employees of Rover on July 12, 2021 Rover-Caravel Deal Announcement: Employee FAQ Background On |
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| July 12, 2021 |
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): July 12, 2021 Nebula Caravel Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39774 82-3147201 (State or other jurisdiction of incorporation) (Commiss |
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| July 12, 2021 |
EX-99.1 2 d199617dex991.htm EX-99.1 Exhibit 99.1 Nebula Caravel Acquisition Corp. Announces Effectiveness of Registration Statement and Special Meeting Date of July 28, 2021 to Approve the Proposed Business Combination with A Place for Rover, Inc. • Special Meeting Scheduled on July 28, 2021 at 1:00 p.m. Eastern Time • Stockholders as of the close of business on July 8, 2021 should vote their shar |
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| July 12, 2021 |
Financial Statements and Exhibits, Other Events 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): July 12, 2021 Nebula Caravel Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39774 82-3147201 (State or other jurisdiction of incorporation) (Commiss |
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| July 12, 2021 |
EX-99.1 2 d199617dex991.htm EX-99.1 Exhibit 99.1 Nebula Caravel Acquisition Corp. Announces Effectiveness of Registration Statement and Special Meeting Date of July 28, 2021 to Approve the Proposed Business Combination with A Place for Rover, Inc. • Special Meeting Scheduled on July 28, 2021 at 1:00 p.m. Eastern Time • Stockholders as of the close of business on July 8, 2021 should vote their shar |
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| July 9, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-253110 Dear Nebula Caravel Acquisition Corp. Stockholders: On behalf of the Caravel board of directors (the ?Caravel Board?), we cordially invite you to a special meeting (the ?Special Meeting?) of stockholders of Nebula Caravel Acquisition Corp., a Delaware corporation (?Caravel,? ?we? or ?our?), to be held via live webcast at 1:00 pm (Eastern |
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| July 7, 2021 |
Exhibit 99.1 Rover June Bookings and GBV Set Company Records Highest Single Month Gross Bookings Value of $57 Million Reached New Bookings of ~99,000 June Gross Bookings Value Grew 36% vs. June 2019 SEATTLE, WA ? July 7, 2021 ? A Place for Rover, Inc. (?Rover? or the ?Company?), the world?s largest online marketplace for pet care, today announced key metrics for the month ended June 30, 2021. ?Rov |
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| July 7, 2021 |
Exhibit 99.1 Rover June Bookings and GBV Set Company Records Highest Single Month Gross Bookings Value of $57 Million Reached New Bookings of ~99,000 June Gross Bookings Value Grew 36% vs. June 2019 SEATTLE, WA – July 7, 2021 – A Place for Rover, Inc. (“Rover” or the “Company”), the world’s largest online marketplace for pet care, today announced key metrics for the month ended June 30, 2021. “Rov |
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| July 7, 2021 |
Nebula Caravel Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 Nebula Caravel Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 July 7, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Morris and Erin Jaskot Re: Nebula Caravel Acquisition Corp. Registration Statement on Form S-4 File No.: 333-253110 Ladies and Gentlemen: Nebula Caravel Acqu |
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| July 7, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): July 7, 2021 Nebula Caravel Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39774 82-3147201 (State or other jurisdiction of incorporation) (Commissi |
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| July 7, 2021 |
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): July 7, 2021 Nebula Caravel Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39774 82-3147201 (State or other jurisdiction of incorporation) (Commissi |
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| July 6, 2021 |
EX-99.1 5 ck0001538533-ex991488.htm EX-99.1 Exhibit 99.1 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, proxy statement and proxy card are available at http://www.astproxyportal.com/ast/23901/0 14475 NEBULA CARAVEL ACQUISITION CORP. Proxy for Special Meeting of Stockholders on , 2021 Solicited on Behalf of the Board of Directors The undersigned hereby appoints Adam Clam |
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| July 6, 2021 |
As filed with the Securities and Exchange Commission on July 2, 2021 As filed with the Securities and Exchange Commission on July 2, 2021 Registration No. |
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| July 2, 2021 |
Simpson Thacher & Bartlett llp 425 Lexington Avenue New York, NY 10017 telephone: +1-212-455-2000 facsimile: +1-212-455-2502 Direct Dial Number +1-212-455-2163 E-mail Address mbrod@stblaw. |
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| July 1, 2021 |
United States securities and exchange commission logo July 1, 2021 Rufina Adams Chief Financial Officer Nebula Caravel Acquisition Corp. |
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| June 21, 2021 |
Simpson Thacher & Bartlett llp 425 Lexington Avenue New York, NY 10017 telephone: +1-212-455-2000 facsimile: +1-212-455-2502 Direct Dial Number +1-212-455-2163 E-mail Address mbrod@stblaw. |
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| June 21, 2021 |
As filed with the Securities and Exchange Commission on June 21, 2021 As filed with the Securities and Exchange Commission on June 21, 2021 Registration No. |
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| June 9, 2021 |
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): June 9, 2021 Nebula Caravel Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39774 82-3147201 (State or other jurisdiction of incorporation) (Commissi |
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| June 9, 2021 |
United States securities and exchange commission logo June 9, 2021 Rufina Adams Chief Financial Officer Nebula Caravel Acquisition Corp. |
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| June 9, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 9, 2021 Nebula Caravel Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39774 82-3147201 (State or other jurisdiction of incorporation) (Commissi |
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| June 9, 2021 |
Exhibit 99.1 Rover Reports Record May Results and Increases 2021 Projections Highest Single Month Gross Bookings Value of $45 Million New Bookings of ~75,000, Led By Record U.S. Customer Acquisition May Gross Bookings Value Grew 18% vs. May 2019 SEATTLE, WA – June 9, 2021 – A Place for Rover, Inc. (“Rover” or the “Company”), the world’s largest online marketplace for pet care, today announced key |
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| June 9, 2021 |
EX-99.1 2 d104134dex991.htm EX-99.1 Exhibit 99.1 Rover Reports Record May Results and Increases 2021 Projections Highest Single Month Gross Bookings Value of $45 Million New Bookings of ~75,000, Led By Record U.S. Customer Acquisition May Gross Bookings Value Grew 18% vs. May 2019 SEATTLE, WA – June 9, 2021 – A Place for Rover, Inc. (“Rover” or the “Company”), the world’s largest online marketplac |
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| May 20, 2021 |
Offer Letter from Legacy Rover to Aaron Easterly, dated September 2011, as amended March 2012. EX-10 4 ck0001538533-ex107234.htm EX-10.7 Exhibit 10.7 September 21, 2011 Mr. Aaron Easterly RE: Offer of Employment Dear Aaron: On behalf of Rover.com (the “Company”), I am pleased to offer you the position of Chief Executive Officer. Speaking for myself, as well as everyone at the Company and Madrona, we could not be more excited to have you join the Rover team. We believe that under your leader |
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| May 20, 2021 |
Offer Letter from Legacy Rover to Tracy Knox, dated September 2017 Exhibit 10.8 September 12, 2017 Tracy Knox Rover Offer Letter Dear Tracy: On behalf of A Place For Rover, Inc. (the “Company”), I am pleased to offer you the position of Chief Financial Officer. Speaking for myself, as well as everyone at the Company, we are all very impressed with your credentials and we look forward to your future success in this position. The terms of your new position with the |
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| May 20, 2021 |
EX-10 8 ck0001538533-ex1011116.htm EX-10.11 Exhibit 10.11 MEZZANINE LOAN AND SECURITY AGREEMENT THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of August 5, 2019 (the "Effective Date") among (a) SILICON VALLEY BANK, a California corporation ("SVB"), in its capacity as administrative agent and collateral agent ("Agent"), (b) SVB, as a lender, (c) WESTRIVER INNOVATION LENDING |
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| May 20, 2021 |
Rover Group, Inc. Employee Incentive Compensation Plan Exhibit 10.12 ROVER GROUP, INC. EMPLOYEE INCENTIVE COMPENSATION PLAN 1.Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company?s objectives. 2.Definitions. 2.1?Actual Award? means as to any Performance Period, the actual award (if any) payable to a Parti |
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| May 20, 2021 |
EX-10 7 ck0001538533-ex1010117.htm EX-10.10 Exhibit 10.10 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of May 23, 2018 (the "Effective Date") between SILICON VALLEY BANK, a California corporation ("Bank"), and A PLACE FOR ROVER, INC., a Delaware corporation ("Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Ban |
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| May 20, 2021 |
As filed with the Securities and Exchange Commission on May 20, 2021 As filed with the Securities and Exchange Commission on May 20, 2021 Registration No. |
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| May 20, 2021 |
Offer Letter from Legacy Rover to Brent Turner, dated January 2014 Exhibit 10.9 1/13/14 Dear Brent: On behalf of A Place For Rover, Inc. (the ?Company?), I am pleased to offer you the position of Senior Vice President, Product Development. Speaking for myself, as well as everyone at the Company, we are all very impressed with your credentials and we look forward to your future success in this position. The terms of your new position with the Company are as set fo |
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| May 20, 2021 |
Simpson Thacher & Bartlett llp 425 Lexington Avenue New York, NY 10017 telephone: +1-212-455-2000 facsimile: +1-212-455-2502 Direct Dial Number +1-212-455-2163 E-mail Address mbrod@stblaw. |
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| May 17, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 17, 2021 Nebula Caravel Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39774 82-3147201 (State or other jurisdiction of incorporation) (Commissi |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39774 Nebula Ca |
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| May 17, 2021 |
Rover Reports First Quarter 2021 Financial Results EX-99.1 2 d175082dex991.htm EX-99.1 Exhibit 99.1 Rover Reports First Quarter 2021 Financial Results • Recent Data Shows Signs of Rapid Acceleration and Post-Pandemic Recovery • Strong Q1 Gross Bookings Value of $65 million • Q1 New Bookings of ~102,000 at $7 Average Customer Acquisition Cost • March Gross Bookings Value increased 67% Year-Over-Year SEATTLE, WA – May 17, 2021 – A Place for Rover, I |
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| May 14, 2021 |
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): May 13, 2021 Nebula Caravel Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation) (Comm |
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| May 7, 2021 |
Annual Report - AMENDMENT NO. 1 TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39774 Nebula C |
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| May 7, 2021 |
EX-4.2 2 f10k2020ex4-2nebulacaravel.htm DESCRIPTION OF SECURITIES Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Pursuant to our amended and restated certificate of incorporation, our authorized capital stock will consist of 200,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000 shares o |
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| May 4, 2021 |
Merger Prospectus - CURRENT REPORT 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): May 3, 2021 Nebula Caravel Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation) (Commi |
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| May 4, 2021 |
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): May 3, 2021 Nebula Caravel Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39774 85-3147201 (State or other jurisdiction of incorporation) (Commi |
