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 the Rover-Caravel deal
To
Rover participants who are option holders,
Were happy to share that today is another major milestone on Rovers path to become a public
company. On July 9, 2021, Caravels registration statement was declared effective by the SEC. This means that over the next few weeks, Caravels stockholders will have an opportunity to vote on our merger, and simultaneously,
you will need to sign required documents and make decisions (subject to deadlines) related to your vested stock options and/or shares of Rover stock. These decisions and deadlines are described in detail in the attached FAQs.
Next steps
As of today, July 12, 2021, you can log
into your Shareworks account to (1) sign required documents and make certain decisions related to your equity, including (2) exercising options and (3) electing to receive merger consideration in cash (if you hold
shares of Rover stock). Youll need to make those decisions by the following deadlines, as applicable:
Option Exercise Deadline:
July 19, 2021
This is the last day before the deal closes that you will be able to exercise your vested options (if you have any)
and receive merger consideration for the underlying shares of Rover stock. Otherwise, your options will automatically convert to ROVR options upon the completion of the merger using the Option Exchange Ratio (which is described in more detail in the
FAQs).
Election Date: July 26, 2021
This is the last day before the deal closes that you will be able to elect to receive cash for some/all of your shares of Rover stock (if you
have any). Note that, even if you make a valid cash election, under the terms of the deal you are not guaranteed to receive merger consideration in cash.
Regardless of whether you elect to receive cash for some or all of your shares of Rover stock, you are required to accept/sign certain
documents available on your Shareworks account or directly from Rover, upon request, in order to receive merger consideration for your Rover shares. If you only hold unvested Rover options, or if you do not want to exercise any of your
vested options before the Option Exercise Deadline, you do not need to take any action at this time.
Please note that this deal does not
impact option expiration dates. Please review your Shareworks account and your stock option agreements to confirm relevant expiration dates; if any of your options expire prior to the Option Exercise Deadline, you must make decisions
related to those options before their expiration date. If you choose to exercise any of these options, Rover must receive your signed exercise notice and the specific form of payment required prior to the option expiration date).