UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 8, 2020

 

Nebula Acquisition Corporation
(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-38339		82-3008583
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

Four Embarcadero Center, Suite 2100 San Francisco, CA		94111
(Address of principal executive offices)		(Zip code)

 

(513) 618-7161
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

 

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.  ☐

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		NEBU		The Nasdaq Stock Market LLC
Warrants to purchase one share of Common Stock		NEBU.W		The Nasdaq Stock Market LLC
Units, each consisting of one share of Common Stock and one third of one Warrant		NEBU.U		The Nasdaq Stock Market LLC

 

 

 

Item 8.01. Other Events.

 

On June 8, 2020, Nebula Acquisition Corporation, a Delaware corporation (“Nebula”), and Open Lending, LLC, a Texas limited liability company (the “Company”), issued a press release (the “Press Release”) announcing that Nebula and the Company have consented to, and waived, certain closing conditions under the Business Combination Agreement, dated January 5, 2020 (as amended, the “Business Combination Agreement”), by and among Nebula, BRP Hold 11, Inc., a Delaware corporation (“Blocker”), the Blocker’s sole stockholder, Nebula Parent Corp., a Delaware corporation (“ParentCo”), NBLA Merger Sub LLC, a Texas limited liability company, NBLA Merger Sub Corp., a Delaware corporation, the Company, and Shareholder Representative Services LLC, a Colorado limited liability company, as the Securityholder Representative. Nebula and the Company have agreed, among other things, to (i) increase the price that will be paid to redeem Nebula’s public warrants from $1.50 to $1.80 per whole warrant, if the holders of at least a majority of Nebula’s public warrants vote to approve the amendment to Nebula’s warrants at the special meeting of Nebula’s warrantholders to be held on June 9, 2020, and (ii) to waive the condition to closing the business combination that requires the holders of at least a majority of Nebula’s public warrants to approve an amendment to Nebula’s warrants such that all of Nebula’s warrants will be redeemed upon the closing of the business combination. Nebula and the Company expect that all of the closing conditions under the Business Combination Agreement will be satisfied following the special meeting.

 

A copy of the Press Release issued by the Nebula and Company is attached hereto as Exhibit 99.1.

 

Important Information and Where to Find It

 

In connection with the transactions (the “Proposed Transactions”) contemplated by the Business Combination Agreement, Nebula filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) on May 22, 2020, and the Proxy Statement and proxy card were mailed shortly thereafter to Nebula stockholders and warrantholders of record as of the close of business on May 13, 2020. If any Nebula stockholder or warrantholder does not receive the Proxy Statement, such stockholder should confirm the proxy’s status with their broker, or contact Morrow Sodali LLC, Nebula’s proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400). A full description of the terms of the Proposed Transactions are provided in the Proxy Statement that Nebula filed with the SEC on May 22, 2020, which also constitutes a prospectus of ParentCo. Investors and security holders and other interested parties are urged to read the Proxy Statement and any other documents filed with the SEC, carefully and in their entirety because they contain important information about Nebula, the Company and the Proposed Transactions. Investors and security holders may obtain free copies of the Proxy Statement and other documents filed with the SEC by Nebula through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: Nebula Acquisition Corporation, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111.

 

Participants in the Solicitation

 

Nebula, the Company and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Proposed Transactions. Information about the directors and executive officers of Nebula is set forth in the Proxy Statement and other relevant materials to be filed with the SEC regarding the Proposed Transactions. Stockholders, warrantholders, potential investors and other interested persons should read the Proxy Statement carefully before making any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.

 

Non-Solicitation

 

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Potential Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Nebula or the Company, nor shall there be any sale of any such 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 state or jurisdiction. No offer of securities shall be made except by means of a definitive prospectus meeting the requirements of the Securities Act of 1933, as amended.

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, timing of various business milestones, and projected business model and related assumptions; Nebula’s ability to consummate a transaction with the Company; Nebula’s ability to obtain the financing necessary to consummate the Proposed Transactions; and the expected timing of completion of the Proposed Transactions. These statements are based on various assumptions and on the current expectations of Nebula’s and the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Nebula and the Company. These forward looking statements are subject to a number of risks and uncertainties, including general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the potential effects of COVID-19; the outcome of judicial proceedings to which the Company is, or may become a party; the inability of the parties to successfully or timely consummate the Proposed Transactions or to satisfy the other conditions to the closing of the Proposed Transactions, 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; the risk that the approval of the stockholders and warrantholders of Nebula for the Proposed Transactions is not obtained; failure to realize the anticipated benefits of the Proposed Transactions, including as a result of a delay in consummating the Proposed Transaction or difficulty in, or costs associated with, integrating the businesses of Nebula and the Company; the amount of redemption requests made by Nebula’s stockholders; the occurrence of events that may give rise to a right of one or both of Nebula and the Company to terminate the Business Combination Agreement; risks related to the rollout of the Company’s business and the timing of expected business milestones; changes in the assumptions underlying the Company’s expectations regarding its future business or business model; the availability of capital; the effects of competition on the Company’s future business; and those factors discussed in the Proxy Statement under the heading “Risk Factors,” and other documents of Nebula filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Nebula nor the Company presently do not know or that Nebula and the Company 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 Nebula’s and the Company’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. Nebula and the Company anticipate that subsequent events and developments will cause their assessments to change. However, while Nebula and the Company may elect to update these forward-looking statements at some point in the future, Nebula and the Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Nebula’s or the Company’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Exhibit
99.1		Press Release dated June 8, 2020.

 

 

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: June 8, 2020

 

	Nebula Acquisition Corporation
	By:	/s/ Adam H. Clammer
		Name:	Adam H. Clammer
		Title:	Co-Chief Executive Officer

 

 

3

Exhibit 99.1

 

Open Lending and Nebula Acquisition Corporation Announce Intent to Close Business Combination

 

SAN FRANCISO, CA and AUSTIN, TX, June 8, 2020 – Open Lending, LLC (“Open Lending”), a leading provider of lending enablement and risk analytics solutions to financial institutions, and Nebula Acquisition Corporation (NASDAQ: NEBU) (“Nebula”), a special purpose acquisition company sponsored by True Wind Capital, L.P. (“True Wind Capital”), today announced that they expect all conditions to the closing of the previously announced business combination between Open Lending and Nebula to be satisfied or waived after the special meeting of Nebula’s stockholders to be held on June 9, 2020.

 

Open Lending and Nebula have agreed to increase the price that will be paid to redeem Nebula’s public warrants from $1.50 to $1.80 per whole warrant, if the holders of at least a majority of Nebula’s public warrants vote to approve the amendment to Nebula’s warrants at the special meeting of Nebula’s warrantholders to be held on June 9, 2020.

 

In addition, the parties have waived the condition to closing the business combination that requires the holders of at least a majority of Nebula’s public warrants approve an amendment to Nebula’s warrants such that all of Nebula’s warrants will be redeemed upon the closing of the business combination. Therefore, regardless of the results of the special meeting of Nebula’s warrantholders, the parties expect to close the business combination on June 10, 2020 or shortly thereafter.

 

In connection with the proposed business combination, Nebula filed a definitive proxy statement/prospectus (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) on May 22, 2020, and the Proxy Statement and proxy card were mailed shortly thereafter to Nebula stockholders and warrantholders of record as of the close of business on May 13, 2020. If any Nebula stockholder or warrantholder does not receive the Proxy Statement, such stockholder should confirm the proxy’s status with their broker, or contact Morrow Sodali LLC (“Morrow”), Nebula’s proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400).

 

About Open Lending

Open Lending, through its flagship product, Lenders Protection, offers loan analytics, risk-based pricing, risk modeling and default insurance, ensuring profitable auto loan portfolios for financial institutions throughout the United States. For more information, please visit www.OpenLending.com.

 

About Nebula Acquisition Corporation

Nebula Acquisition Corporation, sponsored by True Wind Capital and led by Adam H. Clammer and James H. Greene, Jr., is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in the technology industry. For more information, please visit www.TrueWindCapital.com/Nebula.

 

About True Wind Capital

True Wind Capital is a San Francisco-based private equity firm focused on investing in leading technology companies with a broad mandate including software, data analytics, tech-enabled services, internet, financial technology, and hardware. True Wind Capital is a value-added partner, providing support and expertise that is rooted in its teams’ 75+ years of collective investing experience. Mr. Adam H. Clammer and Mr. James H. Greene, Jr., are the founding partners of True Wind Capital.

 

 

Important Information and Where to Find It

A full description of the terms of the business combination are provided in the Proxy Statement that Nebula filed with the SEC on May 22, 2020, which also constitutes a prospectus of Nebula Parent Corp. (the “Company”). Nebula urges investors, stockholders, warrantholders and other interested persons to read the Proxy Statement as well as other documents filed with the SEC because these documents contain important information about Nebula, Open Lending, the Company and the business combination. The Proxy Statement was mailed to stockholders and warrantholders of Nebula as of May 13, 2020. Nebula’s stockholders and warrantholders are also able to obtain a copy of the Proxy Statement, without charge, by directing a request to: Nebula Acquisition Corporation, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. The Proxy Statement can also be obtained without charge at the SEC’s website (www.sec.gov).

 

Participants in the Solicitation

Nebula, Open Lending and the Company and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the potential business combination described in this press release under the rules of the SEC. Information about the directors and executive officers of Nebula and the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the potential business combination is set forth in the Proxy Statement and other materials that may be filed with the SEC regarding the business combination. These documents can be obtained free of charge from the sources indicated above.

 

Non-Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential business combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Nebula, Open Lending or the Company, nor shall there be any sale of any such 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 state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

 

Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions and on the current expectations of Nebula’s and Open Lending’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Nebula and Open Lending. These forward looking statements are subject to a number of risks and uncertainties, including general economic, political and business conditions, the potential effects of COVID-19, applicable taxes, inflation, interest rates and the regulatory environment, the outcome of judicial proceedings to which Open Lending is, or may become a party, the inability of the parties to consummate the proposed business combination; the risk that the approval of the stockholders of Nebula or Open Lending for the potential business combination is not obtained; failure to realize the anticipated benefits of the potential business combination, including as a result of a delay in consummating the potential business combination or difficulty in integrating the businesses of Nebula and Open Lending; the amount of redemption requests made by Nebula’s stockholders; those factors discussed in Nebula’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and the Proxy Statement under the heading “Risk Factors,” and other documents of Nebula filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Nebula, Open Lending and the Company presently do not know or that they 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 Nebula’s and Open Lending’s expectations, plans or forecasts of future events and views as of the date of this press release. Nebula and Open Lending anticipate that subsequent events and developments will cause their assessments to change. However, while Nebula and Open Lending may elect to update these forward-looking statements at some point in the future, Nebula and Open Lending specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Nebula’s or Open Lending’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Contact:

ICR for Open Lending

Investors

openlending@icrinc.com