Item 3.
|
Source and Amount of Funds or Other Consideration
|
The information set forth in or incorporated by reference in Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this
Item 3.
In September 2020, the Issuer, f/k/a Nebula Caravel Acquisition Corp. (Nebula Caravel), issued 7,906,250 shares of its
Class B common stock (the Founder Shares) to the Nebula Caravel Holdings for $25,000 in connection with the Issuers organization. Nebula Caravel Holdings subsequently transferred 25,000 Founder Shares to each of the
four independent directors of the Issuer, in each case at the same per-share purchase price paid by Nebula Caravel Holdings. In November 2020, Nebula Caravel Holdings surrendered 718,750 Founder Shares for no
consideration. Further, as a result of the Issuers underwriters partial exercise of its overallotment option on December 11, 2020, the Sponsor surrendered 312,500 Founder Shares for no consideration, resulting in Nebula Caravel
Holdings holding an aggregate of 6,775,500 Founder Shares.
Simultaneous with the closing of the Issuers December 2020 initial public offering,
Nebula Caravel Holdings purchased an aggregate of 5,166,667 private warrants at a price of $1.50 per warrant (for a total purchase price of $7,750,000) from the Issuer on a private placement basis (such warrants the Private
Warrants, the purchase agreement for the Private Warrants the Private Placement Warrants Purchase Agreement), as more fully described in Item 6 of this Schedule 13D. Each Private Warrant may be exercised to purchase the
Issuers Common Stock at a purchase price of $11.50 per share beginning December 11, 2021.
On February 10, 2021, the Issuer entered into a
Business Combination Agreement and Plan of Merger (the Business Combination Agreement) by and among Nebula Caravel, Fetch Merger Sub, Inc., a Delaware corporation (Merger Sub), and A Place for Rover, Inc. (d/b/a
Rover), a Delaware Corporation (Legacy Rover), which provided for Merger Sub to merge with and into Legacy Rover, with Legacy Rover surviving as the surviving company and as a wholly-owned subsidiary of Nebula Caravel (together
with the other transactions described in the Business Combination Agreement, the Merger). On July 30, 2021 (the Closing Date), pursuant to the Business Combination Agreement, the Issuer consummated the
Merger following the approval at a special meeting of the stockholders of Nebula Caravel held on July 28, 2021 (the Special Meeting). On the Closing Date, the Issuer changed its name from Nebula Caravel Acquisition Corp. to
Rover Group, Inc.
Pursuant to the terms of the transactions contemplated by the Business Combination Agreement, 975,874 of the 6,775,000
Founder Shares held by Nebula Caravel Holdings prior to the Business Combination were forfeited in connection with the transactions and the remaining 5,799,126 Founder Shares were converted into 5,799,126 shares of the Issuers Common Stock. Of
these 5,799,126 shares of the Issuers Common Stock, 2,461,625 shares are unvested and therefore remain subject to transfer restrictions until the volume weighted average price (VWAP) of the Issuers Common Stock exceeds
certain price thresholds as described below. The unvested shares held by Nebula Caravel Holdings will vest as follows: (i) 984,650 shares of Common Stock, if prior to or as of the seven-year anniversary of the Closing Date, the VWAP is greater than
or equal to $12.00 over any 20 trading days within any 30-trading day period; (ii) 984,650 shares, if prior to or as of the seven-year anniversary of the Closing Date, the VWAP is greater than or equal to
$14.00 over any 20 trading days within any 30-trading day period and; (iii) 492,325 shares, if prior to or as of the seven-year anniversary of the Closing Date, the VWAP is greater than or equal to $16.00 over
any 20 trading days within any 30-trading day period. In the event of a change of a control of the Issuer, all of the unvested shares of the Issuers Common Stock held by Nebula Caravel Holdings will
vest.
Additionally, pursuant to the terms of the transactions contemplated by the Business Combination Agreement, 2,592,503 of the 5,166,667 Private
Warrants held by Nebula Caravel Holdings prior to the Business Combination were forfeited in connection with the transactions and Nebula Caravel Holdings is required to exercise the remaining 2,574,164 Private Warrants upon notice from the Issuer if
the VWAP is greater than or equal to $18.00 over any 20 trading days within any 30-trading day period.
Additionally, in connection with the Business Combination, Nebula Caravel Holdings purchased 8,000,000 shares of Common Stock at a price of $10.00 per share.
The source of funds required for the purchase of the securities described herein were from general funds available to Nebula Caravel Holdings, including capital contributions from equityholders of Nebula Caravel Holdings or its affiliates and for
cash management purposes in advance of an anticipated capital call, borrowings by True Wind Capital under its existing revolving credit facility.