SAN FRANCISCO, July 12, 2021 /PRNewswire/ -- Nebula
Caravel Acquisition Corp (Nasdaq: NEBC) ("Caravel"), a special
purpose acquisition company sponsored by True Wind Capital, L.P.
("True Wind Capital"), announced today its registration statement
on Form S-4 (File No. 333-253110), relating to the business
combination with A Place for Rover, Inc. ("Rover"), the world's
largest online marketplace for pet care, has been declared
effective by the U.S. Securities and Exchange Commission ("SEC").
Caravel has set a record date of July
8, 2021 (the "Record Date") and a meeting date of
July 28, 2021 for its special meeting
for Caravel stockholders to approve the previously announced
business combination (the "Special
Meeting").
![(PRNewsfoto/Nebula Caravel Acquisition Corp.) (PRNewsfoto/Nebula Caravel Acquisition Corp.)](https://mma.prnewswire.com/media/1426023/Nebula_Caravel_Logo.jpg)
The Special Meeting will be held virtually via live webcast on
July 28, 2021 at
https://web.lumiagm.com/228541062. If the proposals at the Special
Meeting are approved, the business combination is expected to close
promptly thereafter, subject to the satisfaction of customary
closing conditions.
Every stockholder's vote is important, regardless of the number
of shares held. As such, all stockholders as of the Record Date are
encouraged to vote "FOR" ALL PROPOSALS described in the proxy
statement/prospectus in advance of the Special Meeting by
telephone, via the Internet or by signing, dating and returning the
proxy card upon receipt by following the instructions on the proxy
card.
Your voting control number is found on your Voting
Instruction Form. If you did hold shares as of the
July 8, 2021 Record Date and did not
receive or misplaced your Voting Instruction Form, contact your
bank, broker or other nominee for a replacement or to obtain your
control number in order to vote. A bank, broker or other nominee is
a person or firm that acts as an intermediary between an investor
and the stock exchange, who can help you vote your
shares.
If you need assistance with voting your shares, please contact
Morrow Sodali LLC ("Morrow"), Caravel's proxy solicitor, for help,
by calling toll-free at +1 (800) 662-5200 (banks and brokers can
call collect at +1 (203) 658-9400), or by email at
NEBC.info@investor.morrowsodali.com.
Holders of Rover stock may elect to receive cash for some or all
of their shares of Rover stock beginning on July 12, 2021 and ending at 11:59 p.m. PT on July 26,
2021, with instructions to be provided via an email from
Shareworks on July 12, 2021. Under
the terms of the business combination agreement, holders of Rover
stock are not guaranteed to receive merger consideration in cash
even if a valid cash election is made.
About Rover
Founded in 2011 and based in Seattle, Rover is the world's largest online
marketplace for pet care. Rover connects pet parents with pet
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.
About True Wind Capital
True Wind Capital is a San
Francisco-based private equity firm focused on investing in
leading technology companies. True Wind Capital has a broad
investing mandate, with deep industry expertise across software,
data analytics, tech-enabled services, internet, financial
technology, and hardware. Rover will be True Wind Capital's 8th
platform investment.
About Nebula Caravel Acquisition Corp.
Nebula Caravel Acquisition Corp. is a blank check company
sponsored by True Wind Capital and led by Adam H. Clammer and James H. Greene, Jr., who serve as Chief
Executive Officer and Chairman, respectively, formed for the
purpose of partnering with one high-quality technology business.
Caravel was formed following Nebula Acquisition Corporation's
successful merger with Open Lending (NASDAQ: LPRO) in June
2020.
Important Information and Where to Find It
This press release relates to the proposed business combination
involving Caravel and Rover. Caravel has filed a registration
statement on Form S-4 with the SEC, which includes a proxy
statement and prospectus of Caravel, and Caravel will file other
documents with the SEC regarding the proposed transaction. The
registration statement on Form S-4 was declared effective on
July 9, 2021. The
definitive proxy statement/prospectus is also being sent to
the stockholders of Caravel, seeking any required stockholder
approvals. Before making any voting or investment decision,
investors and securityholders of Caravel are urged to carefully
read the entire registration statement and proxy
statement/prospectus and any other relevant documents filed with
the SEC, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed transaction. The documents filed by Caravel with the
SEC may be obtained free of charge at the SEC's website at
http://www.sec.gov. Alternatively, these documents can be obtained
free of charge from Caravel upon written request to: Nebula Caravel
Acquisition Corp., Four Embarcadero Center, Suite 2100,
San Francisco, California
94111.
Participants in the Solicitation
Caravel, Rover and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Caravel, in favor
of the approval of the business combination. Information regarding
Caravel's directors and executive officers is contained in the
section of Caravel's registration statement on Form S-4 titled
"Information About Carvel". Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the
registration statement and the proxy statement/prospectus and other
relevant documents filed with the SEC when they become available.
Free copies of these documents may be obtained as described in the
preceding paragraph.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 including, but not limited
to, Caravel's and Rover's expectations or predictions of future
financial or business performance or conditions. Forward-looking
statements are inherently subject to risks, uncertainties and
assumptions. Generally, statements that are not historical facts,
including statements concerning possible or assumed future actions,
business strategies, events or results of operations, including
financial projections, are forward-looking statements. These
statements may be preceded by, followed by or include the words
"believes," "estimates," "expects," "projects," "forecasts," "may,"
"will," "should," "seeks," "plans," "scheduled," "anticipates" or
"intends" or similar expressions. Such forward-looking statements
involve risks and uncertainties that may cause actual events,
results or performance to differ materially from those indicated by
such statements. Certain of these risks are identified and
discussed in the section of Caravel's registration statement on
Form S-4 titled "Risk Factors", which will be important to consider
in determining future results and should be reviewed in their
entirety. These forward-looking statements include, without
limitation, expectations with respect to approval by Caravel's
stockholders of the business combination and satisfaction of other
closing conditions. Forward-looking statements are based on
Caravel's or Rover's management's current expectations and beliefs,
as well as a number of assumptions concerning future events.
However, there can be no assurance that the events, results or
trends identified in these forward-looking statements will occur or
be achieved. Forward-looking statements speak only as of the date
they are made, and neither Caravel nor Rover is under any
obligation, and expressly disclaim any obligation, to update, alter
or otherwise revise any forward-looking statement, whether as a
result of new information, future events or otherwise, except as
required by law. Readers should carefully review the
statements set forth in the reports, which Caravel has filed or
will file from time to time with the SEC.
In addition to factors previously disclosed in Caravel's reports
filed with the SEC and those identified elsewhere in this press
release, the following factors, among others, could cause actual
results to differ materially from forward-looking statements or
historical performance: risks and uncertainties related to the
inability of the parties to successfully or timely consummate the
business combination, including the risk that any required
regulatory approvals or stockholder approvals of Caravel or Rover
are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the business combination is not obtained;
failure to realize the anticipated benefits of the business
combination; risks related to Rover's ability to execute on its
business strategy, attract and retain users, develop new offerings,
enhance existing offerings, compete effectively, and manage growth
and costs; the duration and global impact of COVID-19; the number
of redemption requests made by Caravel's public stockholders; the
ability of the combined company to meet Nasdaq's listing standards
(or the standards of any other securities exchange on which
securities of the public entity are listed) following the business
combination; the inability to complete the private placement of
common stock of Caravel to certain institutional accredited
investors; the risk that the announcement and consummation of the
transactions disrupts Rover's current plans and operations; costs
related to the transactions; the outcome of any legal proceedings
that may be instituted against Caravel, Rover, or any of their
respective directors or officers, regarding the proposed
transaction; the ability of Caravel or the combined company to
issue equity or equity-linked securities in connection with the
proposed business combination or in the future; the failure to
realize anticipated pro forma results and underlying assumptions,
including with respect to estimated stockholder redemptions and
purchase price and other adjustments; and those factors discussed
in documents of Caravel filed, or to be filed, with SEC.
Additional factors that could cause actual results to differ
materially from those expressed or implied in forward-looking
statements can be found in Caravel's most recent filings with the
SEC, which are available, free of charge, at the SEC's website at
http://www.sec.gov, and in the registration statement on Form S-4
and Caravel's proxy statement/prospectus.
This press release is not intended to be all-inclusive or
to contain all the information that a person may desire in
considering an investment in Caravel and is not intended to form
the basis of an investment decision in Caravel. All subsequent
written and oral forward-looking statements concerning Caravel and
Rover, the proposed transaction or other matters and attributable
to Caravel and Rover or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the transaction or otherwise, nor
shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
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SOURCE Nebula Caravel Acquisition Corp.