Nebula Caravel Acquisition Corp.

A 61% premium to a 90-day VWAP is a strong outcome by de-SPAC standards, and NEBC holders receive cash rather than acquirer stock, so the value does not float. With antitrust clearance already obtained on January 12, 2024, the remaining condition is the shareholder vote itself, which materially reduces closing risk. There is no trust or redemption right left in this structure — the merger price is the exit.

This is a clean cash exit above the usual SPAC reference point: $11.00 per share, which the filing states is approximately a 61% premium to the volume weighted average share price over the 90 trading days ending November 28, 2023, the last trading day before the Merger Agreement was signed. Completion requires the affirmative vote of a majority of the outstanding shares entitled to vote, so a failure to instruct a bank or broker counts as a vote against. Holders who properly exercise appraisal rights take payment under those rights instead of the $11.00.

Four amendments in, the meeting still has no date, so nothing in this document fixes a redemption deadline for a Caravel holder. The PIPE is unchanged: accredited investors committed to purchase 5,000,000 PIPE Shares of Caravel Class A Common Stock at $10.00 per share for an aggregate $50,000,000, conditioned on and closing concurrently with the business combination. The document remains a combined proxy statement, prospectus and information statement, so Rover's holders are informed rather than convened.

Three amendments in, the meeting date and time are still blank and the webcast address is still a bare placeholder, so nothing here fixes a redemption deadline. The PIPE structure is unchanged: accredited investors committed under subscription agreements to purchase 5,000,000 PIPE Shares of Caravel Class A Common Stock, conditioned on and closing concurrently with the business combination. Rover's common and preferred holders may elect cash or Class A stock, but subject to limitations set out in the agreement rather than at free choice.

Two amendments in, the meeting date is still blank, so nothing here fixes a redemption deadline for a Caravel holder. The financing is unchanged and modest: accredited investors committed to purchase 5,000,000 PIPE Shares of Caravel Class A Common Stock at $10.00 per share for an aggregate $50,000,000, conditioned on and closing concurrently with the business combination. Rover's holders may elect cash instead of Class A stock, but the election is capped by the Business Combination Agreement rather than free.

The PIPE is modest and priced at the round number: accredited investors committed to purchase 5,000,000 PIPE Shares of Caravel Class A Common Stock at $10.00 per share for an aggregate $50,000,000, conditioned on and closing concurrently with the business combination. Rover's holders may elect cash instead of stock, but the election is capped by the Business Combination Agreement rather than free. The special meeting is by live webcast on a date and at a time both left blank, so no redemption deadline can be read from this version.