Form 15-12G - Securities registration termination [Section 12(g)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-39774

Rover Group, Inc.

(Exact name of registrant as specified in its charter)

720 Olive Way, 19th Floor

Seattle, WA 98101

[phone]

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Class A Common Stock, par value $0.0001 per share

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)						☒
Rule 12g-4(a)(2)						☐
Rule 12h-3(b)(1)(i)						☒
Rule 12h-3(b)(1)(ii)						☐
Rule 15d-6						☐
Rule 15d-22(b)						☐

Approximate number of holders of record as of the certification or notice date: 1*

*On February 27, 2024, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 29, 2023, by and among Rover Group, Inc., a Delaware corporation (the “Company”), Biscuit Parent, LLC, a Delaware limited liability company (“Parent”), and Biscuit Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

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Pursuant to the requirements of the Securities Exchange Act of 1934, Rover Group, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

ROVER GROUP, INC.

Date: March 8, 2024

By:

/s/ Charlie Wickers

Name:

Charlie Wickers

Title:

Chief Financial Officer

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