0001826018-22-000071.txt : 20220617 0001826018-22-000071.hdr.sgml : 20220617 20220617170219 ACCESSION NUMBER: 0001826018-22-000071 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220617 DATE AS OF CHANGE: 20220617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROVER GROUP, INC. CENTRAL INDEX KEY: 0001826018 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-259519 FILM NUMBER: 221024823 BUSINESS ADDRESS: STREET 1: 720 OLIVE WAY, 19TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: (888) 453-7889 MAIL ADDRESS: STREET 1: 720 OLIVE WAY, 19TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: Nebula Caravel Acquisition Corp. DATE OF NAME CHANGE: 20200924 424B3 1 rovr-424b3_20220617.htm 424B3 Document

PROSPECTUS SUPPLEMENTFiled 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
image_0a.jpg
____________________________________________ 

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 Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2022 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.

The Prospectus relates to the resale from time to time by the selling securityholders named in the 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) 79,746,980 shares of Class A Common Stock beneficially owned by certain former stockholders of A Place for Rover, Inc. (“Legacy Rover” and such shares, the “Legacy Rover Shares”), (b) up to 2,206,559 shares of Class A Common Stock beneficially owned by certain former stockholders of Legacy Rover, which have been issued or shall be issuable upon the achievement of certain trading price targets for our Class A Common Stock, (c) up to 2,461,626 shares of Class A Common Stock beneficially owned by Nebula Caravel Holdings, LLC, a Delaware corporation (the “Sponsor”), and certain affiliates of the Sponsor, 492,326 of which vest upon the achievement of certain trading price targets for our Class A Common Stock, and (d) 3,437,500 shares of Class A Common Stock issued to the Sponsor; (ii) 1,965,201 shares of Class A Common Stock purchased at Closing by a subscriber pursuant to a PIPE Subscription Agreement; (iii) 1,000,000 shares of Class A Common Stock purchased by Broad Bay at Closing pursuant to the Assignment and Assumption Agreement; and (iv) 658,471 shares of Class A Common Stock received by the Sponsor upon the cashless exercise of 2,574,164 Private Placement Warrants purchased by the Sponsor in connection with the Caravel IPO. Capitalized terms not defined in this prospectus supplement are defined in the Prospectus.
 
 This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
 
Our Class A Common Stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “ROVR.” On June 17, 2022, the last quoted sale price for our Class A Common Stock as reported on Nasdaq was $4.42 per share.
We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for the Prospectus and for future filings.
Investing in our Class A Common Stock involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 11 of the Prospectus as updated by the “Risk Factors” appearing on page 55 of our Quarterly Report on Form 10-Q filed on May 12, 2022.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is June 17, 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
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)
(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 (see General Instruction A.2. below):
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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareROVRThe 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 15, 2022, Rover Group, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 156,550,244 shares of the Company’s Class A common stock (“Class A Common Stock”) were virtually present or represented by proxy, representing 86.08% of the voting power of the 181,849,660 shares of Class A Common Stock issued and outstanding on April 18, 2022, the record date for the Annual Meeting. These shares were voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2022.

Election of Class I Directors

The stockholders elected the two individuals listed below as Class I directors to the Company’s Board of Directors, each to serve until the 2025 annual meeting of stockholders or until their successor is duly elected and qualified or until their earlier resignation, removal or death. The voting results were as follows:

DirectorVote Results% Votes ForForWithheldBroker Non-Votes
Aaron EasterlyRe-elected98.44%141,165,6652,239,87513,144,704
Venky GanesanRe-elected98.41%141,119,6862,285,85413,144,704

Ratification of Appointment of Independent Auditor for Fiscal Year 2022

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results were as follows:

Vote Results% Votes ForForAgainstAbstainBroker Non-Votes
Approved99.93%156,444,25365,68040,311


SIGNATURES

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.

ROVER GROUP, INC.
Date: June 17, 2022
By:
/s/ Tracy Knox
Tracy Knox
Chief Financial Officer

GRAPHIC 2 image_0a.jpg begin 644 image_0a.jpg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end