UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2018 (February 27, 2018)
NEBULA ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 333-222137 | 82-3008583 | ||
| (State
or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S.
Employer Identification Number) |
Four Embarcadero Center, Suite 2350 San Francisco, CA |
94111 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (513) 618-7161
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
Separate Trading of Class A Common Stock and Warrants
On February 27, 2018, Nebula Acquisition Corporation (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the securities underlying such Units commencing on March 2, 2018. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and one-third of one warrant, each whole warrant to purchase one share of Class A Common Stock. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Any Units not separated will continue to trade on the NASDAQ Capital Market under the symbol “NEBU.U”. Any underlying shares of Class A Common Stock and warrants that are separated are expected to trade on the NASDAQ Capital Market under the symbols “NEBU” and “NEBU.W”, respectively. Holders of Units will need to have their brokers contact American Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A Common Stock and warrants.
A copy of the Press Release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release dated February 27, 2018 |
| 1 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 27, 2018
| NEBULA ACQUISITION CORPORATION | ||
| By: | /s/ Adam H. Clammer | |
| Name: Adam H. Clammer | ||
| Title: Co-Chief Executive Officer | ||
2
Exhibit 99.1
NEBULA ACQUISITION CORPORATION, SPONSORED BY TRUE WIND CAPITAL, ANNOUNCES CLASS A COMMON STOCK AND WARRANTS TO COMMENCE TRADING SEPARATELY ON MARCH 2, 2018
NEW YORK, NY, February 27, 2018 – Nebula Acquisition Corporation (the “Company”) (NASDAQ: NEBU.U) today announced that the holders of the Company’s units may elect to separately trade the Class A common stock and warrants underlying the units commencing on March 2, 2018. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units that are not separated will continue to trade on the NASDAQ Capital Market under the symbol “NEBU.U” and the Class A common stock and the warrants are expected to trade under the symbols “NEBU” and “NEBU.W”, respectively.
The units were initially offered by the Company in an underwritten offering. Deutsche Bank Securities and Goldman Sachs & Co. LLC served as joint book runners for the offering.
A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission on January 9, 2018.
This press release shall not constitute an offer to sell nor the solicitation of an offer to buy, 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 any such state or jurisdiction. A copy of the final prospectus relating to the offering may be obtained for free by visiting the U.S. Securities and Exchange Commission website at http://www.sec.gov. Alternatively, a copy of the prospectus related to this offering may be obtained from Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005, by telephone at 1-800-503-4611 or by email at prospectus.CPDG@db.com; and Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone toll-free at 1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and prospectus for the offering filed with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contact:
True Wind Capital
Kevin Sullivan
415.780.9987
nebula@truewindcapital.com