UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

February 2227, 2024

Date of Report (date of earliest event reported)

________________________________________

Rover Group, Inc.

(Exact name of registrant as specified in its charter)

________________________________________


Delaware	001-39774	85-3147201
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


720 Olive Way, 19th Floor, Seattle, WA						98101
(Address of Principal Executive Offices)						(Zip Code)

(888) 453-7889

Registrant's telephone number, including area code

(Former name or former address, if changed since last report.)

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	ROVR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☒

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

AtAs apreviously ~~special~~disclosed, ~~meeting~~on ofNovember ~~stockholders~~29, of2023, Rover Group, Inc. (“Rover” or the “Company”) ~~held~~entered oninto ~~February~~an ~~22, 2024, at 10:00 a.m., Pacific Time (the “Special Meeting”), the Company’s stockholders considered certain proposals related to the~~ Agreement and Plan of Merger, ~~dated as of November 29, 2023~~ (as it may be amended from time to time, the “Merger Agreement”), bywith ~~and among the Company,~~ Biscuit Parent, LLC, ~~a Delaware limited liability company~~ (“Parent”), and Biscuit Merger Sub, LLC, ~~a Delaware limited liability company~~ (“Merger Sub”),. ~~pursuant~~On toFebruary ~~which~~27, ~~subject~~2024 to (the ~~terms~~“Closing ~~and~~Date”), ~~conditions~~pursuant ~~set~~to ~~forth in~~ the Merger Agreement, Merger Sub ~~will~~merged ~~merge~~ with and into ~~Rover~~the Company (collectively with the other transactions contemplated by the Merger Agreement, the “Merger”)., Atwith ~~the~~Rover ~~Special~~continuing ~~Meeting,~~as ~~145,765,766~~the ~~shares~~surviving corporation of the ~~Company’s~~Merger ~~Class~~and Aa ~~common~~wholly ~~stock~~owned ~~were~~subsidiary ~~virtually~~of ~~present~~Parent. orParent ~~represented~~and Merger Sub are affiliates of investment funds managed by ~~proxy,~~Blackstone ~~representing~~Inc. 80(“Blackstone”).~~17%~~ ofPursuant to the ~~voting~~terms ~~power~~ of the ~~181~~Merger Agreement,~~807,271~~ ~~shares~~at the effective time of the ~~Company~~Merger (the “Effective Time”), each issued and outstanding share of Rover’s Class A common stock, ~~issued~~par ~~and~~value ~~outstanding~~$0.0001 onper ~~January~~share 2,(“Common ~~2024~~Stock”), ~~the~~was ~~record~~canceled ~~date~~and ~~for~~converted into the ~~Special~~right ~~Meeting~~to receive $11.00 in cash, ~~which~~without ~~constituted~~interest aand ~~quorum~~subject to ~~conduct~~any ~~business~~applicable attax withholdings (the ~~Special~~“Merger ~~Meeting~~Consideration”), ~~under~~subject ~~Rover’s~~to ~~bylaws.~~certain exceptions set forth in the Merger Agreement.

~~The~~Item ~~parties~~1.01 Entry ~~expect~~into ~~the~~a ~~Merger~~Material toDefinitive ~~be completed on February 27, 2024, subject to the remaining conditions set forth in the Merger~~ Agreement.

The ~~following~~information ~~are~~set ~~the~~forth ~~voting~~in ~~results of~~ the ~~proposals~~Introductory ~~considered~~Note ~~and voted upon at the Special Meeting, each~~ of ~~which~~this isCurrent ~~described~~Report ~~in detail in the Company’s definitive proxy statement, dated January 22, 2024, which was first mailed to Rover’s stockholders~~ on orForm ~~about~~8-K ~~January~~is ~~22,~~incorporated ~~2024.~~herein ~~There~~by ~~were no recorded broker non-votes~~reference.

~~Proposal~~Concurrently 1:with ~~The~~the closing of the Merger, ~~Proposal~~on February 27, 2024, Biscuit Intermediate LLC, as holdings, Parent, as the borrower, and Rover, as a guarantor, entered into that certain credit agreement with Golub Capital Markets LLC, as administrative agent, collateral agent and letter of credit issuer, each additional borrower party thereto from time to time, each other guarantor party thereto from time to time, each lender from time to time party thereto and each other letter of credit issuer from time to time party thereto (the “Credit Agreement”), which provides for (i) a term loan facility in an aggregate principal amount equal to $250 million and (ii) a revolving credit facility in an aggregate principal amount equal to $75 million. Certain of Parent’s subsidiaries (including Rover) are guarantors under the Credit Agreement. The obligations under the Credit Agreement are secured on a first priority basis by substantially all assets of the borrower and the guarantors (subject to certain exclusions and exceptions). The Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of the respective types provided for therein.

ToItem ~~adopt~~2.01 Completion ~~the~~of ~~Merger~~Acquisition ~~Agreement~~or ~~and~~Disposition ~~approve~~of ~~the Merger (the “Merger Proposal”)~~Assets.

The ~~following~~information ~~votes~~set ~~were~~forth ~~cast~~in at the ~~Special~~Introductory ~~Meeting~~Note ~~(in~~of ~~person~~this orCurrent byReport ~~proxy)~~on ~~and~~Form ~~the~~8-K ~~Merger~~is ~~Proposal~~incorporated ~~was~~herein ~~approved:~~by reference.

Votes For			Votes Against			Abstentions
145,619,693			44,507			101,566

On the Closing Date, pursuant to the terms of the Merger Agreement, the Merger was consummated. At the Effective Time, each issued and outstanding share of Common Stock (other than shares held by Rover, Parent or Merger Sub immediately prior to the Effective Time, or any shares held by a holder who has properly exercised their demand for appraisal or dissenters’ rights under Delaware law) was cancelled and converted into the right to receive the Merger Consideration.

In ~~light of the approval of Proposal 1~~addition, ~~Proposal~~pursuant ~~2 described in Rover’s definitive proxy statement (relating~~ to ~~adjournment~~the terms of the ~~Special~~Merger ~~Meeting~~Agreement, ~~if necessary or appropriate) was rendered moot and was not presented~~ at the ~~Special~~Effective ~~Meeting.~~Time:

No•each ~~other~~outstanding ~~business~~Rover ~~properly~~stock ~~came~~option ~~before~~(“Company Option”), to the ~~Special~~extent ~~Meeting~~vested, was cancelled and automatically converted into the right to receive the product of (1) the aggregate number of shares of Common Stock subject to such vested Company Option, multiplied by (2) the excess, if any, of $11.00 over such vested Company Option’s applicable per share exercise price, subject to any required tax withholdings;

~~Cautionary~~•each ~~Statement~~unvested ~~Regarding~~Company ~~Forward-Looking~~Option ~~Statements~~was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of: (1) the total number of shares of Common Stock subject to such unvested Company Option, multiplied by (2) the excess, if any, of $11.00 over the unvested Company Option’s per share exercise price, subject to any required tax withholdings (the “Cash Replacement Company Option Amounts”), which Cash Replacement Company Option Amounts will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to the cancelled unvested Company Option, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes;

~~This~~•each ~~communication~~outstanding ~~may~~Rover ~~contain~~restricted ~~forward-looking~~stock ~~statements,~~unit which include all statements that do not relate solely to historical or current facts, such as statements regarding the Merger and the expected timing of the closing of the Merger and other statements that concern the Company’s expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: (“may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on the Company’s beliefs, as well as assumptions made by, and information currently available to, the Company. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including, but not limited to: (iRSU”) the risk that the Merger may not be completed on the anticipated timeline or at all; (ii) the failure to satisfy any of the conditions to the consummation of the Merger; (iii) the occurrence of any event, ~~change or other circumstance or condition that could give rise~~ to the ~~termination~~extent ~~of the Merger Agreement with private equity funds managed by Blackstone~~vested, ~~including~~was incancelled ~~circumstances requiring the Company to pay a termination fee; (iv) the effect of the announcement or pendency of the Merger on the Company’s business relationships, operating results~~ and ~~business~~automatically ~~generally;~~converted ~~(v)~~into ~~risks that~~ the ~~Merger~~right ~~disrupts the Company’s current plans and operations; (vi) the Company’s ability~~ to ~~retain~~receive and hire key personnel and maintain relationships with key business partners and customers, and others with whom it does business; (vii) risks related to diverting management’s or employees’ attention during the ~~pendency~~product of ~~the Merger from the Company’s ongoing business operations;~~ (~~viii~~1) the ~~amount~~aggregate ofnumber ~~costs, fees, charges or expenses resulting from the Merger; (ix) potential litigation relating to the Merger; (x) uncertainty as to timing~~ of ~~completion~~shares of ~~the~~Common Merger and the ability of each party to consummate the Merger; (xi) risks that the benefits of the Merger are not realized when or as expected; (xii) the risk that the price of the Company’s Class A common stock may fluctuate during the pendency of the Merger and may decline significantly if the Merger is not completed; and (xiii) other risks described in the Company’s filings with the U.S.

~~Securities~~Stock ~~and~~subject ~~Exchange~~to ~~Commission (the “SEC”),~~ such asvested the risks and uncertainties described under the headings “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of the Company’s ~~Annual Report on Form 10-K~~RSU, ~~the~~multiplied Company’s Quarterly Reports on Form 10-Q, and in the Company’s other filings with the SEC. While the list of risks and uncertainties presented here is, and the discussion of risks and uncertainties presented in the definitive proxy statement on Schedule 14A filed by ~~the Company with the SEC on January 22, 2024~~ (~~the “Definitive Proxy Statement”~~2) ~~relating to the Special Meeting are, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties~~$11. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include00, ~~among~~subject ~~other things, business disruption, operational problems, financial loss, legal liability~~ to ~~third parties and/or similar risks,~~ any of which could have a material adverse effect on the completion of the Merger and/or the Company’s consolidated financial condition. The forward-looking statements speak only as of the date they are made. Except as required bytax ~~applicable~~withholdings; ~~law or regulation, the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.~~and

•each unvested Company RSU was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of: (1) the total number of shares of Common Stock subject to such unvested Company RSU, multiplied by (2) $11.00, subject to any required tax withholdings (the “Cash Replacement Company RSU Amounts”), which Cash Replacement Company RSU Amounts will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to the cancelled unvested Company RSU, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes.

The foregoing description of the Merger Agreement and related transactions (including, without limitation, the Merger) does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by Rover as Exhibit 2.1 to its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on November 29, 2023 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, Rover notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and requested that Nasdaq delist the Common Stock on the Closing Date. As a result, trading of Rover’s Common Stock on Nasdaq was suspended prior to the opening of trading on Nasdaq on the Closing Date. Rover also requested that Nasdaq file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Common Stock from Nasdaq and the deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following the effectiveness of the Form 25, Rover intends to file with the SEC a certification and notice of termination on Form 15 to terminate the registration of the Common Stock under the Exchange Act and suspend Rover’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Merger, each share of Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.

Item 5.01 Change in Control of Registrant.

The information set forth in the Introductory Note, Item 1.01, Item 2.01, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the consummation of the Merger, a change in control of Rover occurred. Following the consummation of the Merger, Rover became a wholly owned subsidiary of Parent. The total amount of consideration payable to Rover’s equityholders in connection with the Merger was approximately $2.35 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions made by certain investment funds managed by Blackstone and proceeds received in connection with debt financing arrangements described in Item 1.01 of this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Merger, at the Effective Time, Aaron Easterly, Adam Clammer, Jamie Cohen, Venky Ganesan, Greg Gottesman, Scott Jacobson, Kristina Leslie, Erik Prusch, and Megan Siegler each voluntarily resigned from the board of directors of the Company (the “Board”) and from any and all committees of the Board on which they served, and ceased to be directors of the Company. At the Effective Time, and upon the completion of the Merger, Charlie Wickers and Aaron Easterly were appointed as directors of the Company.

Effective at the completion of the Merger, Aaron Easterly, Brent Turner, and Charlie Wickers, who were each officers of the Company immediately prior to the Merger, will continue to be officers of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, the certificate of incorporation and bylaws of Rover were amended and restated in accordance with the terms of the Merger Agreement. The amended and restated certificate of incorporation and the amended and restated bylaws of Rover are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 8.01 Other Events.

On the Closing Date, the Company issued a press release announcing the closing of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Exhibit
2.1			Agreement and Plan of Merger, dated November 29, 2023, by and among Biscuit Parent, LLC, Biscuit Merger Sub, LLC, and Rover Group, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 29, 2023).*
3.1			Amended and Restated Certificate of Incorporation of Rover Group, Inc. (effective February 27, 2024).
3.2			Amended and Restated Bylaws of Rover Group, Inc. (effective February 27, 2024).
99.1			Press Release, dated February 27, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

*All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROVER GROUP, INC.
Date: February 23, 2024	By:	/s/ Charlie Wickers
Date: February 27, 2024	By:	/s/ Charlie Wickers
		Charlie Wickers
		Chief Financial Officer

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