Item 5.07. Submission of Matters to a Vote of Security
Holders.
Special Meeting of Stockholders to Approve Business Combination
On June 9, 2020
(the “Meeting Date”), Nebula Acquisition Corporation, a Delaware corporation (“Nebula”), held a special
meeting of its stockholders (the “Stockholder Meeting”) in connection with the proposed business combination (the “Business
Combination”) contemplated by the Business Combination Agreement, dated as of January 5, 2020, as amended (the “Business
Combination Agreement”), by and among Nebula, Open Lending, LLC, a Texas limited liability company (“Open Lending”),
BRP Hold 11, Inc., a Delaware corporation (“Blocker”), the Blocker’s sole stockholder (the “Blocker Holder”),
Nebula Parent Corp., a Delaware corporation (“ParentCo”) (whose name is expected to change to Open Lending Corporation
upon the closing of the Business Combination), NBLA Merger Sub LLC, a Texas limited liability company, NBLA Merger Sub Corp., a
Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company, as the Securityholder
Representative. The Business Combination is described in the proxy statement/prospectus filed by Nebula with the Securities and
Exchange Commission (“SEC”) on May 22, 2020 and incorporated herein by reference (the “Proxy Statement”).
At the Stockholder Meeting Nebula’s stockholders voted on the proposals set forth below.
Present at the
Stockholder Meeting were holders of 29,086,234 shares of Nebula’s common stock (the “Common Stock”) in person
or by proxy, representing 84.61% of the voting power of the Common Stock as of May 13, 2020, the record date for the Stockholder
Meeting (the “Stockholder Meeting Record Date”), and constituting a quorum for the transaction of business. As of the
Stockholder Meeting Record Date, there were 34,375,000 shares of Common Stock issued and outstanding.
At the Stockholder
Meeting, Nebula’s stockholders approved the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal,
and the 2020 Plan Proposal, in each case as defined and described in greater detail in the Proxy Statement.
The approval of
the Business Combination Proposal and the Charter Amendment Proposals required the affirmative vote of the holders of at least
a majority of all then outstanding shares of the Common Stock represented in person or by proxy and entitled to vote thereon at
the Stockholder Meeting. The approval of the Nasdaq Proposal and the 2020 Plan Proposal required the affirmative vote of the holders
of a majority of the shares of the Common Stock represented in person or by proxy and voted thereon at the Stockholder Meeting.
The Stockholder Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to Nebula’s
stockholders as the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, and the 2020 Plan Proposal
each received a sufficient number of votes for approval.
Set forth below
are the final voting results for the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, and the
2020 Plan Proposal;
Business Combination Proposal
The Business Combination
Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For
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Against
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Abstentions
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26,637,670
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2,080,547
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368,017
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Charter Amendment Proposals
The Charter Amendment
Proposals were approved. The voting results of the shares of the Common Stock for each of the sub-proposals were as follows:
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(a)
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To increase the number of authorized shares of common stock of ParentCo, par value $0.0001 per share, from 111,000,000 to 550,000,000
and the number of authorized shares of ParentCo’s preferred stock, par value $0.0001 per share, from 1,000,000 to 10,000,000:
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For
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Against
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Abstentions
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26,637,663
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2,080,554
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368,017
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(b)
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To change the vote required to remove a director of ParentCo from a majority of the voting power
of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single
class to not less than two-thirds (2/3) of the outstanding shares of capital stock then entitled to vote at an election of directors,
voting together as a single class:
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For
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Against
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Abstentions
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24,637,529
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4,080,688
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368,017
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(c)
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To change the vote required to amend ParentCo’s bylaws from a majority of the members of the Nebula board or by the stockholders,
or by the affirmative vote of at least a majority of the voting power of all then outstanding shares of capital stock of Nebula
entitled to vote generally in the election of directors, to not less than two-thirds (2/3) of the outstanding shares of capital
stock generally entitled to vote, voting together as a single class:
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For
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Against
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Abstentions
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24,637,529
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4,080,688
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368,017
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Nasdaq Proposal
The Nasdaq Proposal was approved. The
voting results of the shares of the Common Stock were as follows:
For
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Against
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Abstentions
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26,637,763
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2,080,454
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368,017
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2020 Plan Proposal
The 2020 Plan
Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For
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Against
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Abstentions
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25,501,727
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3,216,490
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368,017
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Special Meeting of Warrantholders
On the Meeting Date, Nebula held a
special meeting of its warrantholders (the “Warrantholder Meeting”), in connection with the Business Combination and
as described in the Proxy Statement.
Present at the Warrantholder Meeting
were holders of 7,905,837 warrants issued in Nebula’s initial public offering (the “Public Warrants”) in person
or by proxy, representing 86.25% of the voting power of the Public Warrants as of May 13, 2020 (the “Warrantholder Meeting
Record Date”), and constituting a quorum for the transaction of business. As of the Warrantholder Meeting Record Date, there
were 9,166,659 Public Warrants outstanding.
At the Warrantholder Meeting, Nebula’s
warrantholders failed to approve the Warrant Amendment Proposal to approve and adopt an amendment to the terms of the warrant agreement
governing Nebula’s outstanding warrants (as specified in the Proxy Statement).
The Warrantholder Adjournment Proposal,
as defined and described in greater detail in the Proxy Statement, was not presented to Nebula’s warrantholders.
Set forth below are the final voting
results for the Warrant Amendment Proposal;
Warrant Amendment Proposal
The Warrant Amendment Proposal was
not approved. The voting results of the Public Warrants were as follows:
For
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Against
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Abstentions
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2,296,694
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5,609,143
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0
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As a result of the failure of the Warrant
Amendment Proposal to achieve approval: (i) upon the closing of the Business Combination, the Warrant Agreement, dated as of January
9, 2018, between American Stock Transfer & Trust Company, LLC and Nebula (the “Warrant Agreement”) will be assigned
to, and assumed by, ParentCo; (ii) pursuant to the terms of the Warrant Agreement, following the closing the warrants will become
exercisable for shares of ParentCo common stock, par value $0.01 per share, on the same terms and conditions as specified in the
Warrant Agreement; and (iii) the warrants will not trade on either the Nasdaq Capital Market or the Nasdaq Global Market following
the consummation of the Business Combination. On June 8, 2020, as previously disclosed, Nebula and Open Lending issued a press
release announcing that Nebula and Open Lending have waived the condition to closing the Business Combination that required 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 would be redeemed upon the closing of the Business Combination.
Special Meeting of Stockholders to Approve Extension
On the Meeting Date, Nebula held a
special meeting of stockholders (the “Extension Meeting”). At the Extension Meeting, the stockholders approved an amendment
(the “Charter Amendment”) to Nebula’s amended and restated certificate of incorporation to extend the date by
which Nebula has to extend a business combination from June 12, 2020 to June 30, 2020 (the “Extension”). The affirmative
vote of holders of at least sixty-five (65%) of the outstanding shares of Common Stock as of May 8, 2020, the record date for the
Extension Meeting, was required to approve the Charter Amendment. The purpose of the Charter Amendment is to allow Nebula more
time to complete the Business Combination.
Set forth below are the final voting
results for the Charter Amendment;
Charter Amendment
The Charter Amendment was approved.
The voting results of the shares of the Common Stock were as follows:
For
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Against
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Abstentions
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28,893,082
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14,200
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368,597
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10,997,246 shares of Common Stock were
redeemed in connection with the Stockholder Meeting and the Extension Meeting.