Rover Announces Confidential Submission of Draft Registration Statement for Secondary Offering

Rhea-AI Summary

Rover Group, Inc. (NASDAQ: ROVR), the leading global pet care marketplace, has confidentially filed a draft registration statement on Form S-1 with the SEC for a proposed public offering of its Class A common stock. The offering will be managed by selling stockholders from Legacy Rover following its merger with Nebula Caravel Acquisition Corp. Proceeds will not benefit Rover, as all shares are sold by stockholders. The offering is expected to raise at least $100 million, with specifics on the number of shares and pricing still to be determined based on market conditions.

Positive

• Confidential submission of draft registration statement on Form S-1 indicates potential for future capital raising.
• Expected aggregate offering price of at least $100 million shows strong market interest.

Negative

• Rover will not receive any proceeds from the offering, which may limit immediate financial benefits.
• The specifics regarding the number of shares and pricing remain uncertain, introducing market volatility risks.

SEATTLE, Nov. 09, 2021 (GLOBE NEWSWIRE) -- Rover Group, Inc. (“Rover”) (NASDAQ: ROVR), the world’s largest online marketplace for pet care, today announced that it has confidentially submitted a draft registration statement on Form S-1 with the Securities and Exchange Commission (the "SEC") relating to a proposed public offering of its Class A common stock. All of the shares will be sold by stockholders of Rover that were investors in A Place for Rover, Inc. (“Legacy Rover”) prior to its merger with Nebula Caravel Acquisition Corp. and are subject to restrictions on the resale of the shares they acquired in connection with the merger. Rover will not receive any proceeds from the sale of Class A common stock by the selling stockholders. Legacy Rover stockholders that are subject to such restrictions and hold at least 50,000 shares of our Class A Common Stock as of November 1, 2021 (subject to certain exceptions) will be given the opportunity to participate in the secondary offering. All other Legacy Rover securityholders that are subject to such restrictions will be released from the transfer restrictions to the same extent as those that choose to participate.

The number of shares to be offered and the price to the public for the proposed offering have not yet been determined. It is expected that the aggregate offering price will be at least $100 million with the actual number of shares, price and timing of the offering subject to market conditions.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended ("Securities Act"). This announcement is being issued in accordance with Rule 135 under the Securities Act.

Contacts 

MEDIA
pr@rover.com
Kristin Sandberg
(360) 510-6365

INVESTOR RELATIONS
brinlea@blueshirtgroup.com
Brinlea Johnson
(415) 269-2645

FAQ

What is the purpose of Rover's registration statement on Form S-1?

Rover submitted the registration statement to facilitate a proposed public offering of its Class A common stock by selling stockholders.

Who will benefit from the proposed offering of Rover's stock?

The offering proceeds will benefit the stockholders of Legacy Rover, not Rover itself.

What is the expected minimum amount to be raised from Rover's stock offering?

The proposed offering is expected to raise at least $100 million.

When was the registration statement for Rover's offering submitted?

The draft registration statement was submitted confidentially on November 9, 2021.

What is the stock symbol for Rover Group?

Rover Group is traded under the stock symbol ROVR on NASDAQ.