Explanatory Note
This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D relates to Class A common stock, par value $0.0001 per share (the
“Common Stock”) of Rover Group, Inc., a Delaware corporation (“Rover” or the “Issuer”) and amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on
August 9, 2021, as amended by Amendment No. 1 filed on February 4, 2022 and Amendment No. 2 filed on November 30, 2023 (as amended, the “Schedule 13D”).
The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein,
this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D.
| Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Rollover Agreement
On February 26, 2024, Nebula
Caravel Holdings committed to “roll over” a portion of its shares of Common Stock and on February 27, 2024, Nebula Caravel Holdings entered into a Contribution and Exchange Agreement (the “Rollover Agreement”) with Biscuit
Topco, L.P. (“Topco”) and Biscuit Holdco, LLC (“Holdco”). Pursuant to the Rollover Agreement, Nebula Caravel Holdings committed to contribute immediately prior to the Merger and subject to the terms and conditions set forth in
the Rollover Agreement, (i) to Holdco in exchange for interests in Holdco (the “Holdco Contribution and Exchange”), 6,478,051 shares of Common Stock owned by Nebula Caravel Holdings (the “Rollover Shares”) and (ii) to
Topco in exchange for interests in Topco (the “Topco Contribution and Exchange” and together with the Holdco Contribution and Exchange, the “Rollover”), the Holdco Interests, in order to retain an indirect equity investment in
the Issuer following the Merger and in lieu of receiving cash in an amount equal to $11.00, without interest (the “Per Share Price”), for each Rollover Share in the Merger. Each of the remaining 7,979,546 shares of Common Stock owned by
Nebula Caravel Holdings at the time at which it entered into the Rollover Agreement (the “Tendered Shares”) would be cancelled and extinguished and automatically converted into the right to receive the Per Share Price, subject to
applicable tax withholdings, subject to and upon consummation of the Merger.
Merger Closing
Later on February 27, 2024, the Issuer, Parent and Merger Sub consummated the transactions contemplated by the Merger Agreement. Subject to the terms and
conditions set forth in the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation of the Merger and a wholly-owned subsidiary of Parent. Immediately prior to the Merger, Nebula Caravel
Holdings consummated the Rollover, pursuant to which the Rollover Shares were contributed and exchanged in return for an indirect equity ownership in the Issuer.
Upon the consummation of the Merger, the Tendered Shares were cancelled and extinguished and automatically converted into the right to receive the Per Share
Price, subject to applicable tax withholdings.
Following the consummation of the Merger, the Issuer notified The Nasdaq Global Market
(“Nasdaq”) that the Merger had been completed, and requested that Nasdaq suspend trading of the Common Stock on Nasdaq. The Issuer also requested that Nasdaq file with the SEC a notification of removal from listing and registration on Form
25 to effectuate the delisting of all shares of Common Stock from Nasdaq and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, shares of the
Common Stock will no longer be listed on Nasdaq. In addition, the Issuer intends to file a certification on Form 15 with the SEC requesting the termination of registration of all shares of the Common Stock under Section 12(g) of the Exchange
Act and the suspension of the Issuer’s reporting obligations under Section 13 of the Exchange Act with respect to all shares of Common Stock.
This description of the consummation of the transactions contemplated by the Merger Agreement is qualified in its entirety by reference to the full text of
the Merger Agreement, a copy of which was filed as Exhibit F to the Schedule 13D and is incorporated by reference into this Item 4.
8