false 0001826018 0001826018 2021-09-27 2021-09-27 0001826018 us-gaap:CommonClassAMember 2021-09-27 2021-09-27 0001826018 us-gaap:WarrantMember 2021-09-27 2021-09-27

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
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

 

720 Olive Way, 19th Floor, Seattle, WA

98101

(Address of principal executive offices)

(Zip Code)

 

(888) 453-7889

 

 

(Registrant’s telephone number, including area code)

 

 

 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each

exchange on which registered

Class A common stock, par value $0.0001 per share

ROVR

The Nasdaq Stock Market LLC

 

Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50

ROVRW

The Nasdaq Stock Market LLC

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.02Termination of a Material Definitive Agreement.

On September 27, 2021, A Place for Rover, Inc. (“APFR”), a subsidiary of Rover Group, Inc. (the “Company”), executed a payoff letter to voluntarily repay in full all amounts due and owing, and terminate all commitments and obligations under, that Loan and Security Agreement, dated May 23, 2018 (the “Loan Agreement”), between Silicon Valley Bank and APFR. Pursuant to the payoff letter, APFR agreed to pay approximately $8,000, which represented the amount of APFR’s unused credit line fee. Once the outstanding amounts under the Loan Agreement are paid, APFR will be released from all security interests, mortgages, liens and encumbrances under the Loan Agreement. 

Item 8.01 Other Events.

Pursuant to the Business Combination Agreement, dated February 10, 2021 (“Business Combination Agreement”), by and among Nebula Caravel Acquisition Corp. (n/k/a Rover Group, Inc.), Fetch Merger Sub Inc., a Delaware corporation, and APFR, at the close of trading on September 29, 2021, Triggering Event I and Triggering Event II (in each case, as defined in the Business Combination Agreement) occurred, which will result in the issuance of additional consideration in the form of an aggregate of 17,540,964 earn out shares (the “Earnout Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), to eligible former APFR stockholders. The Triggering Events were met due to the volume weighted average price of the Class A Common Stock over the 20 trading days preceding and inclusive of September 29, 2021 exceeding $12.00 and $14.00. For each tranche, former APFR stockholders will receive Class A Common Stock at a ratio of 0.0731 shares of Class A Common Stock for each share of APFR stock held immediately prior to the merger. The Earnout Shares are subject to lock-up restrictions described in the Company’s Amended and Restated Bylaws and may only be sold or transferred after the expiration of the lock-up. The Earnout Shares were previously registered on the Company’s Registration Statement on Form S-4 (File No. 333-253110).

As a result of the occurrence of Triggering Event I and Triggering Event II, 1,969,300 shares of Class A Common Stock issued to Nebula Caravel Holdings, LLC and certain of its affiliates (“Founder Shares”) have vested. The Founder Shares are subject to lock-up agreements and may only be sold or transferred after the expiration of the lock-up.

 


 

 

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 1, 2021

ROVER GROUP, INC.

 

By: /s/ Tracy Knox

Name: Tracy Knox

Title: Chief Financial Officer