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                             May 19, 2020

       Adam Clammer
       President
       Nebula Parent Corp.
       Four Embarcadero Center, Suite 2100
       San Francisco, CA 94111

                                                        Re: Nebula Parent Corp.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed May 13, 2020
                                                            File No. 333-237264

       Dear Mr. Clammer:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our May
8, 2020 letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Material U.S. Federal Income Tax Considerations, page 139

   1.                                                   Refer to your response
to comment 7. Please explicitly state that the disclosure in the tax
                                                        consequences section is
the opinion of named counsel and identify each material tax
                                                        consequence being
opined upon. Additionally, briefly explain why counsel is opining that
                                                        the transaction
"should" be a tax-deferred contribution and describe the degree of
                                                        uncertainty.
       Information About Open Lending
       AmTrust Agreement, page 159

   2.                                                   We note your revised
disclosure on page 159 and 160 regarding your AmTrust Agreement
 Adam Clammer
Nebula Parent Corp.
May 19, 2020
Page 2
         and the CNA Agreement. Please disclose whether the Business
Combination will qualify
         as a change of control under the AmTrust Agreement or the CNA
Agreement.
Annexes
Annex A: Business Combination Agreement, page A-1

3.       Please include the amendments to the Business Combination Agreement
and the amended
         Founders Support Agreement as annexes to your proxy
statement/prospectus.
       You may contact William Schroeder at 202-551-3294 or John Spitz at
202-551-3484 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams at
202-551-3217 with any
other questions.



FirstName LastNameAdam Clammer                            Sincerely,
Comapany NameNebula Parent Corp.
                                                          Division of
Corporation Finance
May 19, 2020 Page 2                                       Office of Finance
FirstName LastName