A Place for Rover, Inc. entered into definitive business combination agreement with Nebula Caravel Acquisition Corp. Caravel is a publicly traded special purpose acquisition company sponsored by True Wind Capital. Upon closing of the transaction, Caravel will be renamed Rover Group and remain Nasdaq-listed under the ticker symbol ROVR.

Rover, the leading online marketplace for pet care, connects pet parents with local, high-quality pet care providers who offer a wide range of services, including boarding, in-home pet sitting, doggy daycare, dog walking, drop-in visits, and grooming. Since its inception through 2020, more than 2 million pet parents have booked services on Rover with more than 500,000 pet care providers across North America and Europe. Rover was created to provide a better pet care alternative for pets and their parents than the existing options of friends and family, neighbors, and kennels.

Rover built a simple, easy-to-use platform and mobile app to enable pet parents to discover, book, pay, and review loving pet care providers online. Rover eliminates many of the barriers of pet ownership, enabling Rover's mission to make it possible for everyone to experience the unconditional love of pets. Co-founder and CEO Aaron Easterly will continue to lead Rover's highly experienced management team.

Adam Clammer, CEO of Caravel and Founding Partner of True Wind Capital, will serve as a Director on the combined company's board of directors. The transaction values Rover at an enterprise value of approximately $1.350 billion. Institutional investors have committed to a private investment of $50 million in Class A common stock of the combined company that will close concurrently with the business combination.

It is anticipated that the combined company will have an equity market capitalization at closing of approximately $1.63 billion and have over $300 million of unrestricted cash on the balance sheet, subject to any redemptions by Caravel stockholders. Rover and Caravel board of directors have unanimously approved the proposed business combination. Completion of the proposed business combination is expected in the first half of 2021.

The transaction will be effected pursuant to the terms and conditions of the Business Combination Agreement entered into by Rover and Caravel, which contains customary closing conditions including the registration statement being declared effective by the Securities and Exchange Commission, approval by the stockholders of Rover and Caravel, and certain regulatory approvals.