Item 8.01 Other Events.
Rover Group, Inc. ("Rover") recently completed the redemption (the "Redemption")
of all of its outstanding public warrants (the "Public Warrants") and private
warrants (the "Private Warrants," and together with the Public Warrants, the
"Warrants") to purchase shares of Rover'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 (as amended on December 10, 2021, the
"Warrant Agreement"), by and between Rover (f/k/a Nebula Caravel Acquisition
Corp. ("Caravel")) and American Stock Transfer & Trust Company, LLC, as warrant
agent. The Public Warrants were issued as part of the units sold in Caravel's
initial public offering (the "IPO"). The Private Warrants were issued under the
Warrant Agreement in a private placement simultaneously with the IPO.
On December 13, 2021, Rover issued a press release stating that, pursuant to the
terms of the Warrant Agreement, it would redeem all of the outstanding Warrants
that remained outstanding at 5:00 p.m. New York City time on January 12, 2022
(the "Redemption Date") for a redemption price of $0.10 per Warrant. In
connection with the Redemption and pursuant to the Warrant Agreement, 5,425,349
Public Warrants and 2,574,164 Private Warrants, representing approximately 98.6%
of the Public Warrants and 100% of the Private Warrants, respectively, were
exercised on a cashless basis in exchange for an aggregate of 2,046,220 shares
of Class A Common Stock. A total of 74,631 Public Warrants remained unexercised
after the Redemption Period and broker protect period and Rover redeemed those
unexercised Public Warrants for an aggregate of $7,463.10. As of January 20,
2022, Rover had no Warrants outstanding and 179,864,218 shares of Class A Common
Stock outstanding.
In connection with the Redemption, the Public Warrants ceased trading on The
Nasdaq Global Select Market effective as of the close of trading on the
Redemption Date, and have been delisted by the filing of a Form 25 after market
close on the Redemption Date. The Redemption had no effect on the trading of
Rover's Class A Common Stock, which continues to trade on The Nasdaq Global
Select Market under the symbol "ROVR."
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any of Rover's securities, and shall not
constitute an offer, solicitation or sale of any of Rover'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.
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