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): May 18, 2020
Nebula Acquisition Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-38339
(Commission File Number)
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82-3008583
(I.R.S. Employer
Identification Number)
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Four Embarcadero Center, Suite 2100
San Francisco, CA
(Address of principal executive offices)
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94111
(Zip code)
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(513) 618-7161
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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NEBU
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The Nasdaq Stock Market LLC
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Warrants to purchase one share of Common Stock
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NEBU.W
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The Nasdaq Stock Market LLC
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Units, each consisting of one share of Common Stock and one third of one Warrant
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NEBU.U
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The Nasdaq Stock Market LLC
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Item 8.01. Other Events.
On May 18, 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”) disclosing certain revised transaction
terms contemplated under Amendment No. 3 to the Business Combination Agreement, dated January 5, 2020 (as amended by that certain
Amendment No. 1 and Waiver Agreement, dated as of March 18, 2020 and that certain Amendment No. 2 and Consent, dated as of March
26, 2020, 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, pursuant to which Nebula will acquire the Company
for consideration of a combination of cash and shares.
A copy of the Press
Release issued by the Nebula and Company announcing the revised transaction terms 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,
ParentCo has filed a registration statement on Form S-4, including a proxy statement/prospectus (the “Registration Statement”),
with the U.S. Securities and Exchange Commission (the “SEC”), which includes a preliminary proxy statement to be distributed
to holders of Nebula’s common stock and warrants in connection with Nebula’s solicitation of proxies for the vote by
Nebula’s stockholders and warrantholders with respect to the Proposed Transactions and other matters as described in the
Registration Statement and a prospectus relating to the offer of the securities to be issued to the Company’s stockholders
in connection with the Proposed Transactions. After the Registration Statement has been declared effective, Nebula will mail a
definitive proxy statement/prospectus, when available, to its stockholders and warrantholders. Investors and security holders and
other interested parties are urged to read the proxy statement/prospectus, and any amendments thereto and any other documents filed
with the SEC when they become available, 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 preliminary proxy statement/prospectus
and definitive proxy statement/prospectus (when available) 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 Registration Statement and other relevant materials to
be filed with the SEC regarding the Proposed Transactions. Stockholders, potential investors and other interested persons should
read the Registration 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 Registration 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.
Non-GAAP Financial
Measure and Related Information
This Current Report
on Form 8-K references EBITDA, which is a financial measure that is not prepared in accordance with U.S. generally accepted accounting
principles (“GAAP”). This non-GAAP financial measure does not have a standardized meaning, and the definition of EBITDA
used by the Company may be different from other, similarly named non-GAAP measures used by others. In addition, such financial
information is unaudited and does not conform to SEC Regulation S-X and as a result such information may be presented differently
in future filings by the Company with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: May 18, 2020
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Nebula
Acquisition Corporation
By:
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Co-Chief Executive Officer
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