Item 8.01 Other Events.

On December 29, 2021 (as corrected on January 5, 2022), Rover Group, Inc. (the "Company") issued a press release announcing the "Redemption Fair Market Value" (as defined below) in connection with the Company's previously announced redemption (the "Redemption") of (i) its outstanding public warrants (the "Public Warrants") to purchase shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), that were issued under the Warrant Agreement, dated December 8, 2020, by and between the Company (f/k/a Nebula Caravel Acquisition Corp. ("Caravel")) and American Stock Transfer & Trust Company, LLC, as warrant agent (the "Warrant Agent"), as amended by the First Amendment to Warrant Agreement, dated December 10, 2021, by and between the Company and the Warrant Agent (as amended, the "Warrant Agreement"), and (ii) its outstanding warrants to purchase Class A Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with Caravel's initial public offering (together with the Public Warrants, the "Warrants"). A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

In connection with the Redemption, the Warrant Agent, on the Company's behalf, previously mailed a redemption notice (the "Redemption Notice") to the registered holders of the Warrants, and the Company committed to provide to the registered holders of the Warrants the calculation of the Redemption Fair Market Value (defined in Section 6.5 of the Warrant Agreement as the volume weighted average price of the Class A Common Stock during the 10 trading days immediately following the date on which the Redemption Notice was sent to the registered holders of the Warrants). The Redemption Notice was previously filed as Exhibit 99.2 to the Company's Current Report on Form 8-K filed on December 13, 2021.

The Warrant Agent, on behalf of the Company, has mailed a notice to each of the registered holders of the outstanding Warrants informing holders:

1.that the Redemption Fair Market Value is $10.14; and

2.as a result, holders who elect to exercise their Warrants on a "cashless basis" will be entitled to receive 0.2558 shares of Class A Common Stock per Warrant.

A copy of the notice of Redemption Fair Market Value mailed by the Warrant Agent on behalf of the Company is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Neither this Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1 nor the Notice of Redemption Fair Market Value attached hereto as Exhibit 99.2 shall constitute an offer to sell or the solicitation of an offer to buy any of the Company's securities, and shall not constitute an offer, solicitation or sale of any of the Company's securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

        Exhibit No.                                        Exhibit
            99.1               Corrected     Press Release, da    ted     January 5, 2022    .
                               Notice of Redemption Fair Market Value dated December 29, 2021 (as
            99.2             amended on January 5, 2022).
                             Cover Page Interactive Data File (embedded within the Inline XBRL
            104              document).

© Edgar Online, source Glimpses