Document

S-8 1 registrationstatementonfor.htm S-8 Document

As filed with the Securities and Exchange Commission on October 6, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ROVER GROUP, INC.

(Exact name of Registrant as specified in its charter)


Delaware						85-3147201
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

720 Olive Way, 19th Floor

Seattle, WA 98101

(Address of Principal Executive Offices, including zip code)

Rover Group, Inc. 2021 Equity Incentive Plan

Rover Group, Inc. 2021 Employee Stock Purchase Plan

A Place for Rover, Inc. 2011 Equity Incentive Plan

DogVacay, Inc. Amended and Restated 2012 Stock Option Plan

Barking Dog Ventures Limited Enterprise Management Share Option Plan

(Full title of the plans)

Aaron Easterly

Chief Executive Officer

720 Olive Way, 19th Floor

Seattle, WA 98101

(888) 453-7889

(Name, address and telephone number, including area code, of agent for service)

Copies to:


Michael Nordtvedt John Brust Craig Sherman Wilson Sonsini Goodrich & Rosati, Professional Corporation 701 Fifth Avenue, Suite 5100 Seattle, Washington 98104-7036 Telephone: (206) 883-2500			Melissa Weiland General Counsel 720 Olive Way, 19th Floor Seattle, Washington 98101 Telephone: (888) 453-7889

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐			Accelerated filer ☐
Non-accelerated filer ☒			Smaller reporting company ☒
			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 7(a)(2)(B) of the Securities Act. ☐


CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Class A common stock, par value $0.0001 per share, of Rover Group, Inc. pursuant to the 2021 Employee Stock Purchase Plan (2)	2,600,000	$13.01 (3)		$33,826,000.00(3)		$3,135.67
Class A common stock, par value $0.0001 per share, of Rover Group, Inc. pursuant to the 2021 Equity Incentive Plan (4)	17,200,000		$13.01 (5)		$223,772,000.00(5)		$20,743.66
Class A common stock, par value $0.0001 per share, of Rover Group, Inc. pursuant to options outstanding under the 2011 Equity Incentive Plan (6)	19,921,548		$1.53(7)		$30,479,968.44(7)		$2,825.49
Class A common stock, par value $0.0001 per share, of Rover Group, Inc. pursuant to shares issued upon the exercise of options under the 2011 Equity Incentive Plan (8)	491,911		$13.01(5)		$6,399,762.11(5)		$593.26
Class A common stock, par value $0.0001 per share, of Rover Group, Inc. pursuant to shares previously issued under the 2011 Equity Incentive Plan (9)	1,418,293		$13.01(5)		$18,451,991.93(5)		$1,710.50
Class A common stock, par value $0.0001 per share, of Rover Group, Inc. pursuant to options outstanding under the DV Plan (10)	55		$4.46 (11)		$245.30 (11)		$0.02
Class A common stock, par value $0.0001 per share, of Rover Group, Inc. pursuant to options outstanding under the BD Plan (12)	53,337		$0.18 (13)		$9,600.66 (13)		$0.89
TOTAL	41,685,144		—		$312,939,568.44		$29,009.50


(1)			Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement ("Registration Statement") shall also cover any additional shares of the Registrant’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), that become issuable in respect of the securities identified in the table above as a result of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of the Registrant’s Class A Common Stock. In addition, this Registration Statement registers the resale of shares of the Registrant’s Class A Common Stock by certain selling securityholders identified in the Reoffer Prospectus included in and filed with this Registration Statement, for which no additional registration fee is required pursuant to Rule 457(h)(3) under the Securities Act.
(2)			Represents shares of Class A Common Stock reserved for issuance under the Rover Group, Inc. Employee Stock Purchase Plan (the “2021 ESPP”).
(3)			Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $13.01, which is the average of the high and low prices of shares of the Registrant’s Class A Common Stock on The Nasdaq Global Select Market (“Nasdaq”) on October 5, 2021.
(4)			Represents 17,200,000 shares of Class A Common Stock reserved for issuance under the Rover Group, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The number of shares of Class A Common Stock available under the 2021 Plan will be increased by any shares of Class A Common Stock underlying option awards (the “Rollover Awards”) issued upon conversion of existing option awards outstanding under the A Place for Rover, Inc. 2011 Equity Incentive Plan, as amended (the “2011 Plan”), the DogVacay, Inc. Amended and Restated 2012 Stock Option Plan (the “DV Plan”), or the Barking Dog Ventures Limited Enterprise Management Share Option Plan (the “BD Plan”) immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement, dated February 10, 2021, by and among the Registrant (formerly known as Nebula Caravel Acquisition Corp.), A Place for Rover, Inc., d/b/a Rover, and Fetch Merger Sub, Inc., that, on or after the effectiveness of the 2021 Plan, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Registrant for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Registrant due to failure to vest. The maximum number of shares that can be added to the 2021 Plan from Rollover Awards is 20,413,459. See footnotes (6), (8), (10) and (12) below.
(5)			Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $13.01, which is the average of the high and low prices of shares of the Registrant’s Class A Common Stock on Nasdaq on October 5, 2021.
(6)			Represents shares of Class A Common Stock reserved for issuance upon the exercise of Rollover Awards outstanding under the 2011 Plan. To the extent that, on or after the effectiveness of the 2021 Plan, any shares subject to Rollover Awards expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by the Registrant for payment of an exercise price or tax withholding obligations, or are forfeited to or repurchased by the Registrant due to failure to vest, the shares of common stock subject to such awards will become available for issuance under the 2021 Plan. See footnote (4) above.
(7)			Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $1.53, which is the weighted-average exercise price (rounded to the nearest cent) of the shares issuable upon the exercise of Rollover Awards under the 2011 Plan being registered hereunder.
(8)			Represents outstanding shares that were issued upon the exercise of Rollover Awards granted to certain current and former employees, directors, officers, consultants, and/or advisors of the Registrant or its subsidiaries under the 2011 Plan.
(9)			Represents shares previously issued to current officers of the Registration pursuant to the 2011 Plan being registered for resale.
(10)			Represents shares of Class A Common Stock reserved for issuance upon the exercise of options outstanding under the DV Plan. To the extent that, on or after the effectiveness of the 2021 Plan, any shares subject to Rollover Awards expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by the Registrant for payment of an exercise price or tax withholding obligations, or are forfeited to or repurchased by the Registrant due to failure to vest, the shares of common stock subject to such awards will become available for issuance under the 2021 Plan. See footnote (4) above.
(11)			Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $4.46, which is the weighted-average exercise price (rounded to the nearest cent) of the shares issuable upon the exercise of option awards under the DV Plan being registered hereunder.
(12)			Represents shares of Class A Common Stock reserved for issuance upon the exercise of options outstanding under the BD Plan. To the extent that, on or after the effectiveness of the 2021 Plan, any shares subject to Rollover Awards expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by the Registrant for payment of an exercise price or tax withholding obligations, or are forfeited to or repurchased by the Registrant due to failure to vest, the shares of common stock subject to such awards will become available for issuance under the 2021 Plan. See footnote (4) above.
(13)			Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $0.18, which is the weighted-average exercise price (rounded to the nearest cent) of the shares issuable upon the exercise of option awards under the BD Plan being registered hereunder.

Explanatory Note

This Registration Statement on Form S-8 (this “Registration Statement”) includes a reoffer prospectus (the “Reoffer Prospectus”) prepared in accordance with General Instruction C to Form S-8 and in accordance with the requirements of Part I of Form S-3. This Reoffer Prospectus may be used for reoffers and resales of shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of Rover Group, Inc. (the “Registrant”) f/k/a Nebula Caravel Acquisition Corp., our legal predecessor and a special purpose acquisition company (“Caravel”) sponsored by affiliates of True Wind Capital, on a continuous or delayed basis that may be deemed to be “restricted securities” or “control securities” under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, that have been acquired by or are issuable to certain stockholders that are current and former employees, directors, officers, consultants, and/or advisors of the Registrant or its subsidiaries identified in the Reoffer Prospectus (the “Selling Securityholders”). The number of shares of Class A Common Stock included in the Reoffer Prospectus were acquired by or issuable to the Selling Securityholders pursuant to equity awards granted prior to the Merger (as defined below), including stock options assumed in connection with the Merger under the Rover Group, Inc. 2021 Equity Incentive Plan, the A Place for Rover, Inc. 2011 Equity Incentive Plan, and DogVacay, Inc. Amended and Restated 2012 Stock Option Plan (as described in the Reoffer Prospectus), and does not necessarily represent a present intention to sell any or all such shares of Class A Common Stock. As specified in General Instruction C of Form S-8, the amount of securities to be reoffered or resold by means of the Reoffer Prospectus by each Selling Securityholder, and any other person with whom he or she is acting in concert for the purpose of selling the Registrant’s securities, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act.

On July 30, 2021 (the “Closing Date”), Caravel consummated the previously announced merger (the “Merger”) with A Place for Rover, Inc., d/b/a Rover (“Legacy Rover”), and Fetch Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Caravel, pursuant to a Business Combination Agreement dated February 10, 2021. Pursuant to the Merger, Merger Sub merged with and into Legacy Rover, the separate corporate existence of Merger Sub ceased, and Legacy Rover continued as the surviving corporation in the Merger and as a wholly owned subsidiary of Caravel. The Merger was approved by Caravel’s stockholders at a meeting held on July 28, 2021. On the Closing Date, Caravel changed its name from Nebula Caravel Acquisition Corp. to Rover Group, Inc.

As of the open of trading on August 2, 2021, the Registrant’s Class A Common Stock and warrants, formerly those of Caravel, began trading on The Nasdaq Global Select Market under the symbols “ROVR” and “ROVRW,” respectively.


REOFFER PROSPECTUS

11,857,184 Shares of Class A Common Stock

This reoffer prospectus (“Reoffer Prospectus”) relates to the offer and sale from time to time by the selling stockholders named in this Reoffer Prospectus (the “Selling Securityholders”), or their permitted transferees, of up to 11,857,184 shares (the “Shares”) of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Rover Group, Inc. (the “Company”). This Reoffer Prospectus covers the Shares acquired by or issuable to the Selling Securityholders pursuant to awards granted to the Selling Securityholders under the A Place for Rover, Inc. 2011 Equity Incentive Plan, as amended (“2011 Plan”), the DogVacay, Inc. Amended and Restated 2012 Stock Option Plan, as amended (the “DV Plan”), and the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). We are not offering any of the Shares and will not receive any proceeds from the sale of the Shares offered by this Reoffer Prospectus.

Upon vesting of the shares of Class A Common Stock offered by this Reoffer Prospectus pursuant to the terms of the relevant award agreements, and subject to the expiration of the lock-up agreement(s) described in this Reoffer Prospectus, the Selling Securityholders may from time to time sell, transfer or otherwise dispose of any or all of the Shares described in this Reoffer Prospectus in a number of different ways and at varying prices, including through underwriters or dealers which the Selling Securityholders may select, directly to purchasers (or a single purchaser), or through broker-dealers or agents. If underwriters or dealers are used to sell the Shares, we will name them and describe their compensation in a prospectus supplement. The Shares may be sold in one or more transactions at fixed prices, prevailing market prices at the time of a sale, prices related to the prevailing market prices over a period of time, or at negotiated prices. The Selling Securityholders may sell any, all, or none of the Shares and we do not know when or in what amount the Selling Securityholders may sell their Shares under this Reoffer Prospectus. The price at which any of the Shares may be sold, and the commissions, if any, paid in connection with any such sale, are unknown and may vary from transaction to transaction. We provide more information about how the Selling Securityholders may sell their Shares in the section titled “Plan of Distribution.” The Selling Securityholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Securityholders will be borne by us.

Our Class A Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “ROVR.” On October 5, 2021, the last quoted sale price for our Class A Common Stock as reported on Nasdaq was $12.96 per share.

The amount of the Shares to be offered or resold under this Reoffer Prospectus by each Selling Securityholder, and any other person with whom he or she is acting in concert for the purpose of selling our securities, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act.

We are an “emerging growth company” as defined under the U.S. federal securities laws, and, as such, we have elected to comply with certain reduced public company reporting requirements for this Reoffer Prospectus and may elect to do so in future filings.

The SEC may take the view that, under certain circumstances, the Selling Securityholders and any broker-dealers or agents that participate with the Selling Securityholders in the distribution of the Shares may be deemed to be “underwriters” within the meaning of the Securities Act. Commissions, discounts or concessions received by any such broker-dealer or agent may be deemed to be underwriting commissions under the Securities Act. See the section titled “Plan of Distribution.”

Investing in our securities 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 the section titled “Risk Factors” beginning on page 5 of this Reoffer Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Reoffer Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Reoffer Prospectus is October 6, 2021.

Table of Contents


			Page
About This Reoffer Prospectus			ii
Trademarks and Statistics			iii
Prospectus Summary			1
Risk Factors			5
Cautionary Note Regarding Forward-Looking Statements			6
Use of Proceeds			8
Selling Securityholders			9
Plan of Distribution			14
Legal Matters			16
Experts			16
Information Incorporated by Reference			17
Where You Can Find Additional Information			18

ABOUT THIS REOFFER PROSPECTUS

This Reoffer Prospectus contains important information you should know before investing, including important information about our company and the Shares being offered. You should carefully read this Reoffer Prospectus, as well as the additional information contained in the documents described under “Where You Can Find Additional Information” and “Information Incorporated by Reference” in this Reoffer Prospectus, and in particular the periodic and current reports we file with the SEC.

You should rely only on the information contained in this Reoffer Prospectus or incorporated herein by reference or in any accompanying prospectus supplement. Neither we nor the Selling Securityholders have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders are making an offer to sell the Shares, or soliciting an offer to buy the Shares, in any jurisdiction where the offer or sale is not permitted.

You should not assume that the information in this Reoffer Prospectus, any applicable prospectus supplement, or any documents incorporated by reference is accurate as of any date other than the date of the applicable document, regardless of the time of delivery of this Reoffer Prospectus or any applicable prospectus supplement, or any sale of Shares hereunder. Our business, financial condition, results of operations, and prospects may have changed since those dates.

TRADEMARKS AND STATISTICS

The Rover design logo and the Rover mark appearing in this Reoffer Prospectus are the property of Rover Group, Inc. Trade names, trademarks and service marks of other companies appearing in this Reoffer Prospectus are the property of their respective holders. We have omitted the ® and TM designations, as applicable, for the trademarks used in this Reoffer Prospectus.

Within this Reoffer Prospectus or documents we incorporate by reference, we reference information and statistics regarding the travel and pet care industries. We have obtained this information and these statistics from various independent third-party sources, including independent industry publications, reports by market research firms and other independent sources, such as Euromonitor International Limited. Some data and other information contained in this Reoffer Prospectus or documents we incorporate by reference are also based on management’s estimates and calculations, which are derived from our review and interpretation of internal surveys and independent sources. Data regarding the industries in which we compete and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but we believe they generally indicate size, position and market share within this industry. While we believe such information is reliable, we have not independently verified any third-party information. While we believe our internal company research and estimates are reliable, such research and estimates have not been verified by any independent source. In addition, assumptions and estimates of our and our industries’ future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. As a result, you should be aware that market, ranking and other similar industry data included in this Reoffer Prospectus or documents we incorporate by reference, and estimates and beliefs based on that data, may not be reliable. Neither we nor the Selling Securityholders can guarantee the accuracy or completeness of any such information contained in this Reoffer Prospectus or documents we incorporate by reference.

iii

PROSPECTUS SUMMARY

This summary is not complete and does not contain all the information you should consider in making your investment decision. This summary is qualified in its entirety by the more detailed information included in this Reoffer Prospectus, including the documents incorporated by reference herein. You should read the entire Reoffer Prospectus carefully before making an investment in our securities. You should carefully consider, among other things, our consolidated financial statements and the related notes and the sections titled “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Unaudited Pro Forma Condensed Combined Financial Information” in the documents incorporated by reference in this Reoffer Prospectus. Unless the context otherwise requires, we use the terms “Company,” “Registrant,” “we” “us” and “our” in this Reoffer Prospectus to refer to Rover Group, Inc.

ROVER GROUP, INC.

Overview

Rover is the world’s largest online marketplace for pet care. Rover connects pet parents with caring pet care providers who offer overnight services, including boarding and in-home pet sitting, as well as daytime services, including doggy daycare, dog walking, drop-in visits, and grooming. Through June 30, 2021, more than two and a half million unique pet parents have booked a service on Rover with more than 580,000 pet care providers across North America and Europe, enabling millions of moments of joy and play for people and pets.

Rover was founded to give pet parents an alternative to relying on friends and family, neighbors, and kennels for pet care. Our online marketplace matches pet parents with pet lovers dedicated to providing excellent pet care while earning extra income. Our simple and easy-to-use platform enables pet parents to easily discover and book the right pet care providers for them and their pets, communicate with providers and write and read reviews. Our platform enables pet care providers to list on our marketplace with low startup costs, schedule bookings, communicate with pet parents, and receive payment.

We derive revenue principally from the fees, net of discounts, promotions, sales tax not collected on behalf of customers and incentives, paid by pet care providers and pet parents for use of our platform. Such fees are based on a percentage of the booking value and vary based on factors specific to the booking, such as type of service, duration, geography, and the price charged by the pet care provider. We also derive revenue from fees paid by pet care providers for background checks in order to be listed on our platform.

Our objective is to attract new pet parents to our platform, convert them into repeat bookers and generate a long lifetime of bookings from those pet parents. We are still in the early stages of business growth, but have made significant progress in extending the offerings and reach of our platform since our inception in June 2011.

Our principal executive offices are located at 720 Olive Way, 19th Floor, Seattle, WA 98101, and our telephone number is (888) 453-7889.

Our website address is www.rover.com. The information on, or that can be accessed through, our website is not part of this Reoffer Prospectus, and you should not consider information contained on our website in deciding whether to purchase shares of our Class A Common Stock. We have included our website address in this Reoffer Prospectus solely as an inactive textual reference.

Recent Developments

On July 30, 2021 (the “Closing Date”), Nebula Caravel Acquisition Corp., our legal predecessor company and a special purpose acquisition company sponsored by affiliates of True Wind Capital that closed its initial public offering in December 2020 (“Caravel”), consummated the previously announced merger (the “Merger”) with A Place for Rover, Inc. and Fetch Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Caravel (“Merger Sub”). Pursuant to the Merger, Merger Sub merged with and into A Place for Rover, Inc. (“Legacy Rover”), the separate corporate existence of Merger Sub ceased, and A Place for Rover Inc. continued as the surviving corporation in the Merger and as a wholly owned subsidiary of Caravel. The Merger was approved by Caravel’s stockholders at a meeting held on July 28, 2021. On the Closing Date, Caravel changed its name to Rover Group, Inc.

On August 2, 2021, our Class A Common Stock and warrants, formerly those of Caravel, began trading on The Nasdaq Global Select Market under the ticker symbols “ROVR” and “ROVRW,” respectively.

As a result of the Merger, we raised gross proceeds of $268.3 million, including the contribution of $275.1 million of cash held in Caravel’s trust account from its initial public offering, net of the redemption of Caravel common stock held by Caravel’s public stockholders of $146.8 million, $50.0 million private investment in public equity at $10.00 per share of our Class A Common Stock, and $80.0 million of additional gross proceeds from the backstop agreement between Nebula Caravel Holdings, LLC, a Delaware limited liability company, and Caravel pursuant to which True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (the “TWC Funds”) agreed to purchase shares of Class A Common Stock in an aggregate amount of up to $50,000,000 (or such greater amount at the election of the TWC Funds) to the extent of the amount of any redemption of shares of Class A Common Stock. Under the Sponsor Backstop Subscription Agreement, the TWC Funds purchased an aggregate of 8,000,000 shares of our Class A Common Stock at $10.00 per share. In addition, pursuant to the Assignment and Assumption Agreement by and among Caravel, the TWC Funds, and BBCM Master Fund Ltd., dated as of July 26, 2021, we raised additional gross proceeds of $10.0 million from the sale of our Class A Common Stock at $10.00 per share. As a result of the Merger, we received net proceeds of $233.1 million, net of estimated transaction costs of $35.2 million.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We are an “emerging growth company” as defined in the JOBS Act. As such, we may take advantage of reduced disclosure and other requirements otherwise generally applicable to public companies, including:

•exemption from the requirement to have our registered independent public accounting firm attest to management’s assessment of our internal control over financial reporting;

•exemption from compliance with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements;

•reduced disclosure about our executive compensation arrangements; and

•exemption from the requirement to hold non-binding advisory votes on executive compensation or golden parachute arrangements.

We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have at least $1.07 billion in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

As a result of this status, we have taken advantage of reduced reporting requirements in this Reoffer Prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. In particular, in past filings with the SEC, we have not included all the executive compensation-related information that would be required if we were not an emerging growth company. In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies unless it otherwise irrevocably elects not to avail itself of this exemption. We have elected to use this extended transition period for complying with new or revised accounting standards until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. As a result, our financial statements may not be comparable to the financial statements of companies that comply with the new or revised accounting pronouncements as of public company effective dates.

We are also a “smaller reporting company” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. We will remain a smaller reporting company until the last day of the fiscal year in which the aggregate market value of our common stock that is held by non-affiliates is at least $250 million or the last day of the fiscal year in which we have at least $100 million in revenue and the aggregate market value of our common stock that is held by non-affiliates is at least $700 million (in each case, with respect to the aggregate market value of our common stock held by non-affiliates, as measured as of the last business day of the second quarter of such fiscal year). If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging

growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

The Offering

This Reoffer Prospectus relates to the public offering, which is not being underwritten, by the Selling Securityholders listed in this Reoffer Prospectus, of up to 11,857,184 shares of Class A Common Stock acquired by or issuable to Selling Securityholders pursuant to awards granted or assumed by the Company to the Selling Securityholders under the 2011 Plan, the DV Plan, and the 2021 Plan, including stock options. Subject to the satisfaction of any conditions to vesting of the Shares offered hereby pursuant to the terms of the relevant award agreements, and subject to the expiration of lock-up restrictions pursuant to our bylaws and/or other agreements, the Selling Securityholders may from time to time sell, transfer or otherwise dispose of any or all of the Shares covered by this Reoffer Prospectus through underwriters or dealers, directly to purchasers (or a single purchaser), or through broker-dealers or agents. We will not receive any proceeds from the sale of the Shares by the Selling Securityholders. The Selling Securityholders will bear all sales commissions and similar expenses in connection with this offering. We will bear all expenses of registration incurred in connection with this offering, as well as any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Securityholders. For more information, see the sections titled “Use of Proceeds,” “Selling Securityholders,” and “Plan of Distribution.”

Lock-Up Restrictions

Of the 11,857,184 shares of Class A Common Stock that may be offered or sold by Selling Securityholders identified in this prospectus, 11,857,184 of those Shares are subject to certain lock-up restrictions. On the Closing Date, the Company, Nebula Caravel Holdings, LLC, a Delaware limited liability company (the “Sponsor”), certain affiliates of the Sponsor and certain Legacy Rover stockholders entered into a Lock-Up Agreement. Pursuant to the terms of the Lock-Up Agreement, the lock-up shares held by these parties (“Lock-Up Shares”) will be locked-up for a period ending on the date that is six months after the Closing Date, subject to certain exceptions, provided that, if during such 6 month period the volume weighted average price of Class A Common Stock is greater than or equal to $16.00 over any twenty trading days within any thirty trading day period (“Triggering Event III”), 50% of each applicable holder’s Lock-Up Shares shall be released from such lock-up on the later of (i) Triggering Event III and (ii) the date that is 90 days after the Closing Date. In addition, Legacy Rover equityholders are subject to substantially similar lock-up terms pursuant to our amended and restated bylaws.

RISK FACTORS

Investing in our Class A Common Stock involves a high degree of risk. Before you make a decision to buy our securities, you should carefully consider the risks and uncertainties set forth under the heading “Risk Factors” starting on page 11 in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act on September 23, 2021, in connection with our registration statement on Form S-1 (“Final Prospectus”), which are incorporated by reference herein, and in subsequent reports we file with the SEC, together with the financial and other information contained or incorporated by reference in this Reoffer Prospectus. Our business, operating results, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of these risks actually occur, our business, prospects, financial condition and results of operations could be materially adversely affected. In that case, the trading price of our Class A Common Stock could decline and you may lose all or a part of your investment. Only those investors who can bear the risk of loss of their entire investment should invest in our Class A Common Stock.

The risks we have described also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Reoffer Prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “possible,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus include statements about:

•our ability to recognize anticipated benefits of the Merger, which may be affected by, among other things, competition and our ability to grow and manage growth profitably following the Closing Date;

•our financial and business performance following the Merger, including financial projections and business metrics;

•our ability to effectively return to growth and to effectively expand operations;

•our ability to retain existing and acquire new pet parents and pet care providers;

•the strength of our network, effectiveness of our technology, and quality of the offerings provided through our platform;

•our opportunities and strategies for growth;

•our offering expansion initiatives and market acceptance thereof;

•our ability to match pet parents with high quality and well-priced offerings;

•our assessment of and strategies to compete with its competitors;

•our assessment of our trust and safety record;

•the success of our marketing strategies;

•our ability to accurately and effectively use data and engage in predictive analytics;

•our ability to attract and retain talent and the effectiveness of its compensation strategies and leadership;

•general economic conditions and their impact on demand for our platform;

•seasonal sales fluctuations;

•our future capital requirements and sources and uses of cash;

•changes in applicable laws or regulations;

•the outcome of any known and unknown litigation and regulatory proceedings;

•our ability to maintain and protect our brand; and

•other risks and uncertainties set forth in the section titled “Risk Factors” beginning on page 5 of this Reoffer Prospectus.

We caution you that the foregoing list does not contain all the forward-looking statements made in this Reoffer Prospectus.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Reoffer Prospectus primarily on our current expectations and

projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Reoffer Prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Reoffer Prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Reoffer Prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Reoffer Prospectus to reflect events or circumstances after the date of this Reoffer Prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

USE OF PROCEEDS

The Shares offered by the Selling Securityholders pursuant to this Reoffer Prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from the sale of the Shares hereunder. All the proceeds from the sale of the Shares offered by the Selling Securityholders pursuant to this Reoffer Prospectus will go to the Selling Securityholders. For more information, see the sections titled “Selling Securityholders” and “Plan of Distribution” included below.

SELLING SECURITYHOLDERS

The following table sets forth, as of October 5, 2021 (the “Determination Date”), the names of the Selling Securityholders, the aggregate number of shares of Class A Common Stock beneficially owned by the Selling Securityholders, the aggregate number of shares of Class A Common Stock that the Selling Securityholders may offer pursuant to this Reoffer Prospectus and the number of shares of Class A Common Stock that would be beneficially owned by the Selling Securityholders after the sale of the Shares offered hereby assuming that the Selling Securityholders sell all of the Shares covered by this Reoffer Prospectus. The percentage of beneficial ownership after the offered shares of Class A Common Stock are sold is calculated based on 175,229,451 shares of Common Stock outstanding as of the Determination Date.

The Shares offered by the Selling Securityholders hereunder include shares of Common Stock acquired upon the exercise of stock options or issuable upon the exercise of outstanding stock options by certain current and former directors, officers, other employees, consultants and/or advisors of the Company or its subsidiaries pursuant to the 2021 Plan, the 2011 Plan, and the DV Plan, as described in this Reoffer Prospectus. When we refer to the “Selling Securityholders” in this Reoffer Prospectus, we mean the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the Selling Securityholders’ interest in the Class A Common Stock other than through a public sale.

We have determined beneficial ownership in accordance with the rules of the SEC (except as described in footnote (2) to the table below), and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole

voting and sole investment power with respect to all shares that they beneficially owned as of the Determination Date, subject to community property laws where applicable.


Name of Selling Securityholder (1)	Class A Common Stock Beneficially Owned Prior to Offering(2)	Number of Shares of Class A Common Stock Being Offered(2)	Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock are Sold
			Number(3)		Percent
Aaron Easterly (4)	8,810,727	6,739,264	2,071,463		1.2	%
Tracy Knox (5)	1,518,481	1,518,481	-		-	%
Brent Turner (6)	3,095,908	3,052,030	43,878			*
Susan Athey (7)	277,825	277,825	-		-	%
Named Selling Securityholders (8)	720,810	267,009	453,801	(2)	*
Unnamed Selling Securityholders (9)	46,083	2,575	43,508 (2)		*
Total Shares	14,469,834	11,857,184	2,612,650		1.5	%

* Less than 1%

(1)Unless otherwise noted, the business address of each of these shareholders is c/o Rover Group, Inc., 720 Olive Way, 19th Floor, Seattle, WA 98101.

(2)The number of shares of Class A Common Stock reflect all shares of Class A Common Stock acquired or issuable to a Selling Securityholder pursuant to applicable award grants previously made irrespective of whether such grants are vested or convertible as of the Determination Date or will become vested or convertible within 60 days after the Determination Date.

(3)Assumes all the shares of Class A Common Stock being offered are sold in the offering, that shares of Class A Common Stock beneficially owned by such Selling Securityholder on the Determination Date but not being offered pursuant to this Reoffer Prospectus (if any) are not sold, and that no additional shares of Class A Common Stock are purchased or otherwise acquired other than pursuant to the options relating to the Shares being offered.

(4)Consists of (a) 3,178,384 shares of Class A Common Stock held of record by Mr. Easterly and (b) 5,632,343 shares of Class A Common Stock subject to options held by Mr. Easterly, 4,450,134 shares of which will be vested and exercisable within 60 days of the Determination Date. Mr. Easterly is our Chief Executive Officer and serves as a member of our board of directors.

(5)Consists of (a) 222,327 shares of Class A Common Stock held of record by Ms. Knox and (b) 1,296,154 shares of Class A Common Stock subject to options held by Ms. Knox, 1,000,212 shares of which will be vested and exercisable within 60 days of the Determination Date. Ms. Knox is our Chief Financial Officer.

(6)Consists of (a) 355,250 shares of Class A Common Stock held of record by Mr. Turner and (b) 2,740,658 shares of Class A Common Stock subject to options held by Mr. Turner, 2,375,275 shares of which will be

vested and exercisable within 60 days of the Determination Date. Mr. Turner is our Chief Operating Officer.

(7)Consists of options to purchase 277,825 shares of Class A Common Stock held by Dr. Athey, all of which are vested and exercisable within 60 days of the Determination Date. Dr. Athey is a member of our board of directors.

(8)Includes the following named non-affiliate Selling Securityholders, each of whom own at least 1,000 shares of Class A Common Stock issued pursuant to an employee benefit plan and offered pursuant to this Reoffer Prospectus: Kanika Chander, Paul Dixon, Ariana Habbaba, Johannas Heller, Jared Kofron, Tiffany Lin, Matthew Muttera, Jennifer Newheiser, Chad Prohaska, Megan Ratto, Garry Robles, Ion Scerbatiuc, and Pranav Shah. The named non-affiliate Selling Securityholders own less than 1% of our Class A Common Stock, both individually and in the aggregate. Each of these persons are current or former employees of the Registrant or its subsidiaries.

(9)Includes three unnamed non-affiliate persons, each of whom holds less than 1,000 shares of our Class A Common Stock and each of whom may sell up to such amount using this Reoffer Prospectus. Each of these persons beneficially owns less than 1% of our Class A Common Stock. Each of these persons are current or former employees of the Registrant or its subsidiaries.

Other Material Relationships with the Selling Securityholders

Legacy Rover Relationships and Related Person Transactions Prior to the Merger

Stockholder Lock-Up Agreement

On the Closing Date, Rover, the Sponsor, certain affiliates of the Sponsor, and certain Legacy Rover stockholders, including Mr. Easterly, entered into the Stockholder Lock-Up Agreement, pursuant to which they agreed, subject to certain exceptions, not to transfer shares of Class A Common Stock for a period of 6 months after the Closing Date, provided that, if during such 6 month period the volume weighted average price of Class A Common Stock is greater than or equal to $16.00 over any twenty trading days within any thirty trading day period (“Triggering Event III”), 50% of each applicable holder’s Lock-Up Shares shall be released from such lock-up on the later of (i) Triggering Event III and (ii) the date that is 90 days after the Closing Date.

The full text of the form of Stockholder Lock-Up Agreement is attached as Exhibit 10.6 to the Current Report on Form 8-K filed on February 11, 2021, which is incorporated herein by reference.

Option to Permit Net Exercise

On February 10, 2021, the Legacy Rover board of directors approved an amendment to the stock option granted to Aaron Easterly on July 19, 2012 to purchase 1,765,120 shares of Legacy Rover’s common stock to permit Mr. Easterly to satisfy the exercise price and applicable tax withholding obligations by net exercise of the option. As a result of the net exercise of the option by Mr. Easterly on July 30, 2021, Legacy Rover withheld 675,679 shares.

Stockholder Support Agreements

On February 10, 2021, Rover, the Sponsor, and certain former stockholders of Legacy Rover, including Mr. Easterly, entered into certain support agreements, pursuant to which among other things, such parties agreed to approve the Merger.

The full text of the form of Stockholder Support Agreement is attached as Exhibit 10.3 to the Current Report on Form 8-K filed on February 11, 2021, which is incorporated herein by reference.

Rover Group, Inc. Related Person Transactions

Investor Rights Agreement

In connection with the closing of the Merger, the Company, the Sponsor, other stockholders holding founder shares issued to the Sponsor and certain of its affiliates, and certain Legacy Rover stockholders holding Legacy Rover common stock, including Mr. Easterly, entered into an investor rights agreement (the “Investor Rights Agreement”). The Investor Rights Agreement provided that (i) the Company would register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Class A Common Stock and other equity securities of the Company that are held by the parties thereto from time to time, (ii) the Company would include one individual designated by the Sponsor in the slate of nominees recommended by the Board (or duly constituted committee thereof) for election as directors at each annual meeting of stockholders at which such nominee’s term expires, subject to the Sponsor and its Affiliates (as defined in the Business Combination Agreement) beneficially owning a certain minimum number of shares of Class A Common Stock and (iii) the Company would waive the corporate opportunities doctrine with respect to the Sponsor, its affiliates (including portfolio companies), their respective investors and the director nominees of the foregoing.

The full text of the form of Investor Rights Agreement is attached as Exhibit 10.5 to the Current Report on Form 8-K filed on February 11, 2021, which is incorporated herein by reference.

Compensation Arrangements

We are party to employment agreements with Mr. Easterly, Ms. Knox and Mr. Turner that, among other things, provide for certain severance and change of control benefits. We have also granted stock options to Mr. Easterly, Ms. Knox, Mr. Turner and Dr. Athey, a member of our board of directors. For more information on these employment agreements and our other executive and director compensation arrangements, see the section titled “Executive Compensation” starting on page 131 of the Final Prospectus, which section is incorporated herein by reference.

Indemnification of Officers and Directors

We have entered into indemnification agreements with our directors and executive officers that are broader than the specific indemnification provisions contained in the Delaware General Corporation Law (“DGCL”) and may continue to do so in the future. These indemnification agreements require us to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses reasonably and actually incurred by our directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

We also maintain insurance policies under which our directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed because of, actions, suits, or proceedings to which they are parties by reason of being or having served as a director or officer of the Company. The coverage provided by these policies applies whether or not we would have the power to indemnify such person against such liability under the provisions of the DGCL. At present, we are not aware of any pending litigation or proceeding involving any person who will be one of our directors or officers or is or was one of our directors or officers, or is or was one of our directors or officers serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

PLAN OF DISTRIBUTION

We are registering the Shares covered by this Reoffer Prospectus to permit the Selling Securityholders to conduct public secondary trading of the Shares from time to time after the date of this Reoffer Prospectus. As used herein, references to “Selling Securityholders” includes donees, pledgees, transferees, distributees or other successors-in-interest selling shares of Class A Common Stock received after the date of this Reoffer Prospectus from a Selling Securityholder as a gift, pledge, partnership distribution, or other transfer.

We will not receive any of the proceeds from the sale of the Shares offered by this Reoffer Prospectus. The aggregate proceeds to the Selling Securityholders from the sale of the Shares will be the purchase price of the Shares less any discounts and commissions. We will not pay any brokers’ or underwriters’ discounts and commissions in connection with the registration and sale of the Shares covered by this Reoffer Prospectus. The Selling Securityholders will pay any underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred by them in disposing of the Shares. We will bear the costs, fees and expenses incurred in effecting the registration of the Shares covered by this Reoffer Prospectus, including all registration and filing fees and fees and expenses of our counsel and our independent registered public accounting firm. The Selling Securityholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchases of the Shares to be made directly or through agents.

The Shares offered by this Reoffer Prospectus may be sold from time to time to purchasers:

•directly by the Selling Securityholders;

•through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from the Selling Securityholders or the purchasers of the Shares; or

•through a combination of any of these methods of sale.

Any underwriters, broker-dealers or agents who participate in the sale or distribution of the Shares may be deemed to be “underwriters” within the meaning of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Selling Securityholders may agree to indemnify any broker, dealer, or agent that participates in transactions involving sales of the Shares against certain liabilities in connection with the offering of the shares arising under the Securities Act. We will make copies of this Reoffer Prospectus available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. To our knowledge, there are currently no plans, arrangements or understandings between the Selling Securityholders and any underwriter, broker-dealer or agent regarding the sale of the Shares by the Selling Securityholders.

The Shares may be sold in one or more transactions at:

•fixed prices;

•prevailing market prices at the time of sale;

•prices related to such prevailing market prices;

•varying prices determined at the time of sale; or

•negotiated prices.

These sales may be effected in one or more transactions:

•on any national securities exchange or quotation service on which the Shares may be listed or quoted at the time of sale, including Nasdaq;

•in the over-the-counter market;

•in transactions otherwise than on such exchanges or services or in the over-the-counter market;

•through trading plans entered into by the Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this Reoffer Prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;

•any other method permitted by applicable law; or

•through any combination of the foregoing.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

At the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed, which will set forth the name of the Selling Securityholders, the aggregate amount of Shares being offered and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting compensation from the Selling Securityholders and (3) any discounts, commissions or concessions allowed or reallowed to be paid to broker-dealers.

The Selling Securityholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this Reoffer Prospectus. Upon being notified by a Selling Securityholder that a donee, pledgee, transferee, other successor-in-interest intends to sell our Shares, we will, to the extent required, promptly file a supplement to this prospectus to name specifically such person as a Selling Securityholder.

The Selling Securityholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There can be no assurance that the Selling Securityholders will sell any or all the Shares under this Reoffer Prospectus. Further, we cannot assure you that the Selling Securityholders will not transfer, distribute, devise or gift the Shares by other means not described in this Reoffer Prospectus. In

addition, any Shares covered by this Reoffer Prospectus that qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than under this Reoffer Prospectus. The Shares may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification is available and complied with.

The Selling Securityholders and any other person participating in the sale of the Shares will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Shares by the Selling Securityholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the Shares to engage in market-making activities with respect to the particular securities being distributed. This may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.

Once sold under the registration statement of which this Reoffer Prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

For additional information regarding expenses of registration, see the section titled “Use of Proceeds” appearing elsewhere in this Reoffer Prospectus.

Lock-Up Restrictions

Of the Shares of Class A Common Stock that may be offered or sold by Selling Securityholders identified in this Reoffer Prospectus, all of the Selling Securityholders are subject to lock-up restrictions, subject to certain exceptions, for a period of time following the closing of the Merger with respect to 11,857,184 of those Shares pursuant to the Company's bylaws and/or other agreements.

LEGAL MATTERS

The validity of the Shares offered hereby has been passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Seattle, Washington. Certain members of, and investment partnerships comprised of members of, and persons associated with, Wilson Sonsini Goodrich & Rosati, Professional Corporation, directly or indirectly own less than 0.1% of the outstanding shares of our Class A Common Stock.

EXPERTS

The financial statements of A Place for Rover, Inc. as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020 incorporated in this Reoffer Prospectus by reference to Rover Group, Inc.’s Final Prospectus, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

The financial statements of Caravel as of December 31, 2020 and for the period from September 18, 2020 (inception) through December 31, 2020 incorporated in this Reoffer Prospectus by reference to the Company’s

Amendment No. 1 to Annual Report on Form 10-K/A filed with the SEC on May 7, 2021 have been audited by WithumSmith+Brown, Professional Corporation, an independent registered public accounting firm, as stated in their report, which includes an explanatory paragraph as to Caravel’s ability to continue as a going concern, thereon and appearing therein, in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” information into this Reoffer Prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this Reoffer Prospectus, and information that we file later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference into this Reoffer Prospectus the following documents previously filed with the SEC:


			(1)			Our Annual Report on Form 10-K (File No. 001-39774) for the year ended December 31, 2020 filed with the SEC on February 18, 2021, as amended by Amendment No. 1 to our Annual Report on Form 10-K/A filed with the SEC on May 7, 2021.
			(2)			Our Quarterly Reports on Form 10-Q (File No. 001-39774) for the quarterly periods ended March 31, 2021 (as filed with the SEC on May 17, 2021) and June 30, 2021 (as filed with the SEC on August 16, 2021).
			(3)			Our final prospectus filed with the SEC on September 23, 2021 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1 (File No. 333- 259519), which contains the audited financial statements for our latest fiscal year for which such statements have been filed, as such prospectus may be supplemented or amended (other than those portions of such prospectus not deemed to be “filed” with the SEC).
			(4)			Our Current Reports on Form 8-K (File No. 001-39774) filed on January 25, 2021, February 11, 2021, May 4, 2021, May 14, 2021, July 12, 2021, July 29, 2021, August 5, 2021 (as amended on August 16, 2021) and October 1, 2021 (other than information furnished rather than filed).
			(5)			The description of our Class A Common Stock contained in Amendment No. 1 to our Registration Statement on Form 8-A (File No. 001-39774) filed with the SEC on October 6, 2021 pursuant to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the termination of the offering of the Shares under this Reoffer Prospectus shall be deemed to be incorporated by reference in this Reoffer Prospectus and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been

furnished and not filed in accordance with the rules of the SEC (including, without limitation, information furnished under Item 2.02 or Item 7.01 of Current Reports on Form 8-K and the exhibits related to such items furnished under Item 9.01) shall not be deemed incorporated by reference into this Reoffer Prospectus.

Any statement contained in this Reoffer Prospectus, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Reoffer Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Reoffer Prospectus.

We will provide without charge to each person, including any beneficial owner, to whom a copy of this Reoffer Prospectus is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been incorporated by reference in this Reoffer Prospectus but not delivered with the Reoffer Prospectus other than the exhibits to those documents, unless the exhibits are specifically incorporated by reference into the information that this Reoffer Prospectus incorporates. Requests for documents should be directed to Rover Group, Inc., Attn: Legal, 720 Olive Way, 19th Floor, Seattle, WA 98101; (888) 453-7889.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information about issuers, like us, that file electronically with the SEC. We also maintain a website at www.rover.com. We make available, free of charge, on our investor relations website at https://investors.rover.com under “Financials—SEC Filings,” our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC. Information contained on, or that can be accessed through, our website and investor relations website is not a part of or incorporated by reference into this Reoffer Prospectus and the inclusion of our website and investor relations website addresses in this Reoffer Prospectus is an inactive textual reference only.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the employee benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the SEC, either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.

Item 1. Plan Information.

Item 2. Registrant Information and Employee Plan Annual Information.

II-1

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “SEC”):


			(1)			The Registrant’s Annual Report on Form 10-K (File No. 001-39774) for the year ended December 31, 2020 filed with the SEC on February 18, 2021, as amended by Amendment No. 1 to the Registrant’s Annual Report on Form 10-K/A filed with the SEC on May 7, 2021.
			(2)			The Registrant's Quarterly Reports on Form 10-Q (File No. 001-39774) for the quarterly periods ended March 31, 2021 (as filed with the SEC on May 17, 2021) and June 30, 2021 (as filed with the SEC on August 16, 2021).
			(3)			The Registrant’s final prospectus filed with the SEC on September 23, 2021 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1 (File No. 333- 259519), which contains the Registrant’s audited financial statements for its latest fiscal year for which such statements have been filed, as such prospectus may be supplemented or amended (other than those portions of such prospectus not deemed to be “filed” with the SEC).
			(4)			The Registrant’s Current Reports on Form 8-K (File No. 001-39774) filed on January 25, 2021, February 11, 2021, May 4, 2021, May 14, 2021, July 12, 2021, July 29, 2021, August 5, 2021 (as amended on August 16, 2021) and October 1, 2021 (other than information furnished rather than filed).
			(5)			The description of the Registrant’s Class A Common Stock contained in Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A (File No. 001-39774) filed with the SEC on October 6, 2021 pursuant to Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC (including, without limitation, information furnished under Item 2.02 or Item 7.01 of Current Reports on Form 8-K and the exhibits related to such items furnished under Item 9.01) shall not be deemed incorporated by reference into this Registration Statement.

II-2

Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Wilson Sonsini Goodrich & Rosati, Professional Corporation, Seattle, Washington, has passed on the validity of the Shares offered pursuant to this Registration Statement. Certain members of, and investment partnerships comprised of members of, and persons associated with, Wilson Sonsini Goodrich & Rosati, Professional Corporation, directly or indirectly own less than 0.1% of the outstanding shares of the Registrant’s Class A Common Stock.

Item 6. Indemnification of Directors and Officers.

Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Registrant’s amended and restated certificate of incorporation (“Certificate of Incorporation”) provides for this limitation of liability.

Section 145 of the DGCL, provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith

II-3

and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.

The Registrant’s amended and restated bylaws (“Bylaws”) provide that the Registrant must indemnify and advance expenses to its directors and officers to the full extent authorized by the DGCL.

The Registrant has entered into indemnification agreements with each of its directors and executive officers. Such agreements may require the Registrant, among other things, to advance expenses and otherwise indemnify its executive officers and directors against certain liabilities that may arise by reason of their status or service as executive officers or directors, to the fullest extent permitted by law.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, any provision of the Registrant’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Notwithstanding the foregoing, the Registrant shall not be obligated to indemnify a director or officer in respect of a proceeding (or part thereof) instituted by such director or officer, unless such proceeding (or part thereof) has been authorized by the Registrant’s board of directors pursuant to the applicable procedure outlined in the Registrant’s Bylaws.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the Board at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

The Registrant currently maintains and expects to continue to maintain standard policies of insurance that provide coverage (1) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to itself with respect to indemnification payments that it may make to such directors and officers.

These provisions may discourage stockholders from bringing a lawsuit against the Registrant’s directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit the Registrant and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent the

II-4

Registrant pays the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

The Registrant believes that these provisions, the insurance, and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Item 7. Exemption from Registration Claimed.

The issuance of the outstanding shares being offered by the Reoffer Prospectus that were acquired between July 30, 2021 and the date of this Registration Statement through the exercise of outstanding options were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 promulgated under Section 3(b) of the Securities Act as transactions pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates. The recipients had adequate access, through their relationships with the Registrant, to information about the Registrant.

Item 8. Exhibits.

The Registrant has filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.

II-5

EXHIBIT INDEX

Exhibit

Incorporated by Reference

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

4.1

Amended and Restated Certificate of Incorporation of the Company.

8-K

001-39774

3.1

August 5, 2021

4.2

Amended and Restated Bylaws of the Company.

8-K

001-39774

3.2

August 5, 2021

4.3

Specimen Class A Common Stock Certificate.

8-K

001-39774

4.1

August 5, 2021

5.1*

Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

23.1*

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of A Place for Rover, Inc.

23.2*

Consent of WithumSmith+Brown, P.C., independent registered public accounting firm of Nebula Caravel Acquisition Corp.

23.3*

Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto).

24.1*

Power of Attorney (included on the signature page hereto).

99.1

Rover Group, Inc. 2021 Equity Incentive Plan.

S-4/A

333-253110

Annex D

March 29, 2021

99.2*

Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement under the Rover Group, Inc. 2021 Equity Incentive Plan.

99.3*

Form of Notice of Stock Option Grant and Stock Option Agreement under the Rover Group, Inc. 2021 Equity Incentive Plan.

99.4

Rover Group, Inc. 2021 Employee Stock Purchase Plan.

S-4/A

333-253110

Annex E

March 29, 2021

99.5*

A Place for Rover, Inc. 2011 Equity Incentive Plan, as amended.

99.6*

Form of Stock Option Agreement under the A Place for Rover, Inc. 2011 Equity Incentive Plan.

99.7*

DogVacay, Inc. Amended and Restated 2012 Stock Option Plan, as amended June 18, 2015.

99.8*

Form of Incentive Stock Option Grant Notice Under the DogVacay, Inc. Amended and Restated 2012 Stock Option Plan.

99.9*

Barking Dog Ventures Limited Enterprise Management Incentive Share Option Plan.

99.10*

Form of Release and Grant of New Option Agreement (EMI) Under the Barking Dog Ventures Limited Enterprise Management Incentive Share Option Plan.

99.11*

Form of Release and Grant of New Option Agreement (Non-EMI) Under the Barking Dog Ventures Limited Enterprise Management Incentive Share Option Plan .

* Filed herewith.

II-6

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a

II-7

court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on October 6, 2021.


ROVER GROUP, INC.

By:						/s/ Tracy Knox
						Tracy Knox
						Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Aaron Easterly and Tracy Knox, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments) on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Aaron Easterly

Aaron Easterly

Chief Executive Officer and Director (Principal Executive Officer)

October 6, 2021

/s/ Tracy Knox

Tracy Knox

Chief Financial Officer

(Principal Financial and Accounting Officer)

October 6, 2021

/s/ Susan Athey

Susan Athey

Director

October 6, 2021

/s/ Venky Ganesan

Venky Ganesan

Director

October 6, 2021

/s/ Greg Gottesman

Greg Gottesman

Director

October 6, 2021

/s/ Scott Jacobson

Scott Jacobson

Director

October 6, 2021

/s/ Megan Siegler

Megan Siegler

Director

October 6, 2021

/s/ Kristina Leslie

Kristina Leslie

Director

October 6, 2021

/s/ Adam Clammer

Adam Clammer

Director

October 6, 2021

SEC Form S-8 filed by Nebula Caravel Acquisition Corp.