Pet Humanization and Premiumization Driving Spend
Legal Disclaimer
This presentation contains proprietary and confidential information regarding A Place for Rover, Inc. ("Rover") and Nebula Caravel Acquisition Corporation ("NCAC") and is being provided on a strictly confidential basis to assist interested parties in making their own
evaluation with respect to a potential business combination between Rover and NCAC and related transactions (the "Potential Business Combination") and for no other purpose. By reviewing or reading this presentation, you will be deemed to have agreed to the
obligations and restrictions set out below. Without the express prior written consent of Rover and NCAC, this presentation and any information contained within it may not be (1) reproduced (in whole or in part), (2) copied at any time, (3) used for any purpose other than
your evaluation of Rover or (4) provided to any other person, except your employees and advisors with a need to know who are advised of the confidentiality of the information. This presentation supersedes and replaces all previous oral or written communications
between the parties hereto relating to the subject matter hereof.
This presentation and any oral statements made in connection with this presentation do not constitute an offer or invitation or solicitation of any offer to sell or purchase any securities, or the solicitation of any vote, consent or approval in any jurisdiction in connection
with the Potential Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction.
This presentation does not constitute either advice or a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a definitive Subscription Agreement and will be made in reliance on an exemption from registration under the
Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering. NCAC and the Rover reserve the right to withdraw or amend for any reason any offering and to reject any Subscription Agreement for any reason. The communication
of this presentation is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.
No representations or warranties, express or implied are given in, or in respect of, this presentation. To the fullest extent permitted by law, in no circumstances will Rover, NCAC or any of their respective subsidiaries, stockholders, affiliates, representatives, partners,
directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions
communicated in relation thereto or otherwise arising in connection therewith. Recipients of this presentation are not to construe its contents, or any prior or subsequent communications from or with NCAC, Rover or their respective representatives as investment, legal or
tax advice. In addition, this presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Rover or the Potential Business Combination. Recipients of this presentation should each make their own
evaluation of Rover and of the relevance and adequacy of the information and should make such other investigations as they deem necessary.
Forward-Looking Statements
Information in this presentation represents current expectations relating to transaction structure and is subject to further discussion and negotiation of definitive documentation in its entirety. All statements in this presentation other than statements of historical fact,
including, but not limited to, statements regarding Rover's future operating results, financial position, business strategy, addressable market, anticipated benefits of its technologies, and plans and objectives for future operations and offerings are "forward-looking
statements" and can often be identified by the use of terminology such as "may," "will," "estimate," "intend," "continue," "believe," "expect," "anticipate," "should," "could," "potential," "projection," "forecast," "plan," "trend," "assumption," "opportunity," "predict,"
"seek," "target," or similar terminology, although not all forward-looking statements contain these identifying terms. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics,
projections of market opportunity and market share, expectations and timing related to commercial product launches, potential benefits of the transaction and the potential success of Rover's strategy, and expectations related to the terms and timing of the transaction.
These forward-looking statements are based upon Rover management's current expectations, assumptions and estimates as of the date of this presentation and are not guarantees of future results or the timing thereof. .These forward-looking statements are provided for
illustrative purposes only and are not intended to serve, and must not be relied on by any investor, as a guarantee, assurance, prediction or definitive statement of fact or probability. Actual results may differ materially from those contemplated in these statements due to a
variety of risks and uncertainties, including, but not limited to, risks and uncertainties related to the inability of the parties to successfully or timely consummate the Potential Business Combination, including the risk that any required regulatory approvals are not obtained,
are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Potential Business Combination is not obtained, failure to realize the anticipated benefits of the Potential 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 NCAC's public stockholders and the ability of NCAC's or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; and those factors discussed in documents of NCAC filed, or to be filed,
with SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither NCAC nor Rover presently know or that NCAC and
Rover currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect NCAC's and Rover's expectations, plans or forecasts of future events and views as of
the date of this presentation. NCAC and Rover anticipate that subsequent events and developments will cause NCAC's and Rover's assessments to change.
The information contained herein is provided only as of the date on which this presentation is made and is subject to change. However, while Rover and NCAC may elect to update these forward-looking statements in the future, each of Rover and NCAC is not under any
obligation, and expressly disclaims any duty, to update or otherwise revise the information after the date of presentation, whether as a result of new information, new developments or otherwise. These forward-looking statements should not be relied upon as representing
NCAC's and Rover's assessments as of any date subsequent to the date of this presentation. Accordingly, you should not place undue reliance on the forward-looking statements. Rover and NCAC have not independently verified the statistical and other industry data
generated by independent parties and contained in this presentation and accordingly cannot guarantee their accuracy or completeness.
Use of Data
The data contained herein is derived from various internal and third-party industry publications and sources as well as from research reports prepared for other purposes. Neither NCAC nor Rover has independently verified the data obtained from these sources and cannot
assure you of the data's accuracy or completeness. This data is subject to change. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained
herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Rover and NCAC assume no obligation to update the information in this presentation.
Rover
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