SEC Form SC 13D filed by Rover Group Inc.

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 

(Amendment No. )*

Rover Group, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

77936F103

(CUSIP Number)

Jason M. Lynch 

General Counsel 

Foundry Group 

645 Walnut Street 

Boulder, CO 80302

(Name, Address and Telephone Number of Person 

Authorized to Receive Notices and Communications)

November 29, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The class of equity security to which this statement on Schedule 13D relates is the Class A common stock, par value $0.0001 per share (“Common Stock”) of Rover Group, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2101 Fourth Avenue, 4th Floor, Seattle, Washington 98121. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

The shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were issued to 2013 LP and Next LP in connection with the completion of the business combination (the “Business Combination”) on July 30, 2021 (the “Closing Date”) as contemplated by that certain Business Combination Agreement dated February 10, 2021 (the “Business Combination Agreement”), by and among Nebula Caravel Acquisition Corp. (“Caravel”), Fetch Merger Sub Inc., a Delaware corporation (“2021 Merger Sub”), and A Place for Rover, Inc. (d/b/a Rover), a Delaware Corporation (“Legacy Rover”). Pursuant to the terms of the Business Combination Agreement, a business combination between Caravel and Legacy Rover was effected through the merger of 2021 Merger Sub with and into Legacy Rover, with Legacy Rover surviving as the surviving company and as a wholly-owned subsidiary of Caravel (together with the other transactions described in the Business Combination Agreement, the “2021 Merger”). On the Closing Date, the Issuer changed its name from Nebula Caravel Acquisition Corp. to Rover Group, Inc.

At the effective time of the 2021 Merger (the “2021 Effective Time”), and subject to the terms and conditions of the Business Combination Agreement, each share of Legacy Rover preferred stock, par value $0.00001 per share, that was convertible into a share of Legacy Rover common stock was canceled and converted into the right to receive a number of shares of the Issuer’s Common Stock equal to 1.0379 (the “Exchange Ratio”), such that each converted share of Legacy Rover preferred stock was no longer outstanding and ceased to exist, and each holder of Legacy Rover preferred stock thereafter ceased to have any rights with respect to such shares.

Upon completion of the 2021 Merger, and in accordance with the terms of the Business Combination Agreement, the shares of Legacy Rover stock held by 2013 LP and Next LP were cancelled and converted into 11,595,833 and 6,169,330 shares of Common Stock, along with the right to receive a pro rata portion of up to 22,500,000 shares of Common Stock in the aggregate were potentially issuable in the future should the Common Stock achieve certain tiered trading price thresholds during the seven year period immediately following the Closing Date (the “Earnout Shares”). In September 2021, a portion of the Earnout Shares vested and 2013 LP and Next LP received 1,634,122 and 869,402 Earnout Shares, respectively.

The aggregate purchase price of the securities of Legacy Rover acquired by 2013 LP and Next LP was $36.3 million. The funds used by 2013 LP and Next LP to acquire the securities of Legacy Rover were obtained from capital contributions by their respective partners.

The Reporting Persons acquired beneficial ownership of the Common Stock reported herein for investment purposes and such acquisitions were made in the Reporting Persons’ ordinary course of business and did not acquire the securities with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. The Reporting Persons filed an initial Schedule 13G on August 9, 2021, which was amended on February 14, 2022 (together, the “Schedule 13G”). The Reporting Persons are filing this Schedule 13D to supersede the Schedule 13G as a result of the Voting Agreement (as defined and described below).

On November 29, 2023, the Issuer entered into an Agreement and Plan of Merger (the “2023 Merger Agreement”) with Biscuit Parent, LLC, a Delaware limited liability company (“Parent”), and Biscuit Merger Sub, LLC, a Delaware limited liability company (“2023 Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth in the 2023 Merger Agreement, 2023 Merger Sub will merge with and into the Issuer (collectively with the other transactions contemplated by the 2023 Merger Agreement, the “2023 Merger”), with the Issuer continuing as the surviving corporation of the 2023 Merger and a wholly-owned subsidiary of Parent. Parent and 2023 Merger Sub are affiliates of investment funds managed by Blackstone Inc.

Pursuant to the 2023 Merger Agreement, at the effective time of the 2023 Merger (the “2023 Effective Time”), each issued and outstanding share of the Common Stock (other than certain exceptions, including shares of Common Stock owned by the Issuer, Parent or 2023 Merger Sub or by stockholders of the Issuer who have neither voted in favor of the 2023 Merger nor consented to the 2023 Merger in writing and who have properly and validly exercised their statutory rights of appraisal in respect of such shares of Common Stock in accordance with Section 262 of the General Corporation Law of the State of Delaware) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $11.00, without interest (the “Per Share Price”), and subject to applicable tax withholdings.

Concurrently with the execution of the 2023 Merger Agreement, 2013 LP and Next LP have entered into a voting and support agreement (the “Voting Agreement”) with Parent and 2023 Merger Sub. Under the Voting Agreement, each of 2013 LP and Next LP have committed to vote its shares of Common Stock in favor of the adoption of the 2023 Merger Agreement and against any competing transaction. Each of 2013 LP and Next LP has agreed not to transfer or pledge any shares of Common Stock prior to the approval of the 2023 Merger by the stockholders of the Issuer, subject to certain limited exceptions. The Voting Agreement terminates in certain circumstances, including in connection with the Issuer’s termination of the 2023 Merger Agreement in order to accept a Superior Proposal (as defined in the 2023 Merger Agreement).

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, the form of which is filed as Exhibit B hereto and is incorporated by reference herein.

Except as set forth in this Item 4, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional shares of Common Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by them (or any shares of Common Stock into which such securities are converted) in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

The information contained in Item 3 of this Schedule 13D is incorporated by reference herein.

The information set forth or incorporated in Item 4 is hereby incorporated by reference in its entirety into this Item 6.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 11, 2023

ANNEX I

TRANSACTIONS IN THE SHARES OF THE ISSUER DURING THE PAST SIXTY DAYS

On November 13, 2023, 2013 LP made a pro rata in-kind distribution for no additional consideration of an aggregate of 2,050,000 shares of Common Stock to its general partner and limited partners. Of the shares distributed by 2013 LP, 2013 LLC received 61,500 shares.

On November 13, 2023, 2013 LLC made a pro rata in-kind distribution for no additional consideration of an aggregate of 61,500 shares of Common Stock to its members. Of the shares distributed by 2013 LLC, each of Feld, Levine, and McIntyre received 14,878 shares.

Exhibit(s):

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Rover Group, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Dated: December 11, 2023