Caravel Bio, Inc.

SEATTLE, May 17, 2021 (GLOBE NEWSWIRE) -- A Place for Rover, Inc. (“Rover” or the “Company”), the world’s largest online marketplace for pet care, today announced financial results for the first quarter ended March 31, 2021. “We are pleased with our first quarter results and are very encouraged by recent data and the signs we are seeing in the market,” said Rover co-founder and CEO, Aaron Easterly. “In the first quarter and continuing into May, we have seen an uptick in both Gross Bookings Value (GBV) and bookings as COVID vaccines roll out. We believe Rover is well positioned to capture the resurgence in pet care demand as people resume traveling and return to work.” First Quarter 2021 Financial Highlights:(Unless otherwise noted, all comparisons are relative to the first quarter of 2020): First Quarter 2021 Business Highlights: “In the first quarter, we improved Adjusted EBITDA 64% year-over-year as we leveraged our organic customer acquisition efforts and streamlined cost structure,” said Rover CFO, Tracy Knox. “Looking ahead, consistent with our operating plan for the year, we plan to drive growth with targeted and increased investments in marketing as we capitalize on the expanded market opportunity and influx of new pet parents. The improvements in our booking trends over the past few weeks, including April, combined with our more efficient cost structure gives us confidence in delivering our full year targets.” A chart accompanying this announcement is available at About RoverFounded in 2011 and based in Seattle, Rover is the world’s largest online marketplace for pet care. Rover connects pet parents with 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. Millions of pet parents have booked a service on Rover, with more than 500,000 pet care providers across North America and Europe. About True Wind Capital True Wind Capital is a San Francisco-based private equity firm focused on investing in leading technology companies. True Wind 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’s 8th platform investment. About Nebula Caravel Acquisition Corp. Caravel (Nasdaq: NEBC) is a blank check company sponsored by True Wind 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 follows Nebula Acquisition Corporation’s successful merger with Open Lending in June 2020. Important Information and Where to Find It This press release relates to the proposed merger involving Caravel Rover. Caravel has filed a Registration Statement on Form S-4 with the SEC, which includes a proxy statement and prospectus of Caravel and an information statement of Rover, and each party will file other documents with the SEC regarding the proposed transaction. A definitive proxy statement/prospectus/information statement will also be sent to the stockholders of Caravel and Rover, seeking any required stockholder approvals. Before making any voting or investment decision, investors and securityholders of Caravel and Rover are urged to carefully read the entire registration statement and proxy statement/prospectus/information statement, when they become available, 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 . Alternatively, these documents, when available, 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 merger. 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”, which was filed with the SEC on March 29, 2021. 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/information statement 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. No Offer or Solicitation This press release does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor will there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Forward Looking Statements This press release contains forward-looking statements within the meaning 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, 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, and include statements regarding COVID recovery, changes in travel and working behavior and the impact on Rover’s business and operating results as well as the closing of the business combination between Caravel and Rover. 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 Form S-4 titled “Risk Factors” which was filed with the SEC on March 29, 2021. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These 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 merger, 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 merger is not obtained, failure to realize the anticipated benefits of the merger, 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 merger, 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’s 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 , and in the Registration Statement on Form S-4 and Caravel’s proxy statement/prospectus/information statement when available. 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. Definitions GAAP Financial Statements Reconciliation to Financial Statements (1) Depreciation and amortization include amortization expense related to capitalized internal use software, which is recognized as cost of revenue in the consolidated statements of operations.(2) Stock-based compensation expense includes equity granted to employees as well as for professional services to non-employees.(3) Restructuring costs include expenses for severance-related and legal costs incurred during the implementation of our restructuring plan.(4) Acquisition-related costs include accounting, legal, consulting and travel related expenses incurred in connection with business combinations. Contacts: MEDIA  pr@rover.comKristin Sandberg(360) 510-6365 INVESTORSbrinlea@blueshirtgroup.comBrinlea Johnson(415) 269-2645 True Wind Capitalpress@truewindcapital.comStephanie Portillo