Nebula Acquisition Corp

A June 12, 2020 liquidation date in a filing dated May 8 means the trust figure and the shell's life are weeks apart; the trust amount is a March 31, 2020 balance and not a redemption price. Two items for a human, neither resolved here: the fair-value note states the trust was 'held in marketable equity securities' at both dates, which is not the government-securities language every peer uses and may be a mislabel; and $500,000 of trust investment income was released to the company for working capital in December 2019. Nothing was written to a trust, status or deadline field.

This is an EXTENSION vote on a SPAC that already has a signed deal — the Open Lending merger has its own vote — so redeeming here is an exit before the transaction, not a vote against it. The Extended Date being blank means the length of the extension a holder is being asked to grant is not yet disclosed, and neither is the meeting date. The trust figure it does carry is an estimate: 'approximately $10.26 per share (net of any additional interest that may accrue)', based on approximately $282.3 million in trust at 31 Mar 2020. No sponsor deposit is offered.

Open Lending's owners take cash out before closing, funded by new debt at the target rather than by trust cash, and ParentCo's closing payment falls by the same amount. The report states this does not change the overall type or amount of consideration Open Lending's equity holders receive — the timing and funding source move, not the total — but the combined company closes carrying the Debt Financing. The report also confirms ParentCo filed its Form S-4 (File No. 333-237264) on March 18, 2020.

The cash-out at $1.50 replaces a tender offer with a vote, so public warrantholders now sit on a closing condition — a majority must approve or Open Lending, the Blocker and the Blocker Holder need not close. The amendment also fixes both earn-outs to one test, ParentCo VWAP at or above $13.00 for 20 of any 30 trading days: 15,000,000 contingency shares by the second anniversary of closing, and under the amended Founder Support Agreement 1,250,000 sponsor shares on the same test plus 3,437,500 sponsor shares out of lockup and forfeiture by the seventh.

The notice starts a process the report describes: 45 calendar days from the notice to submit a plan to regain compliance, which Nebula says it intends to do. If Nasdaq accepts the plan it may grant an extension of up to 180 calendar days from the date of the notice to evidence compliance; if it does not, the company may appeal to a Nasdaq Hearings Panel. The 180 days is conditional on acceptance, not automatic, and the report fixes no submission, hearing or delisting date. No holder count is given, and nothing here bears on the trust or on any business-combination deadline.

The report carries a going-concern disclosure: management determined that mandatory liquidation and subsequent dissolution raise substantial doubt about the ability to continue as a going concern, and states that no adjustments have been made to carrying amounts should the company be required to liquidate after June 12, 2020. It also states that $500,000 of interest was released for working capital and withdrawn in December 2019, that $100,000 of investment income is set aside for dissolution expenses, and that the sponsor bought 7,187,500 founder shares for $25,000.

Two facts settle here. The target is named for the first time in this record — Open Lending, LLC, with Bregal Sagemount I, L.P. as the selling shareholder — and the definitive agreement was signed January 5, 2020, a week before the January 12 deadline and well inside the February 12, 2020 signing condition the proxy attached to the extension. And the extension cost nothing in trust: zero shares redeemed and zero votes against, so the full trust carries into the transaction. The five-month extension to June 12, 2020 now stands with a signed agreement behind it.

Two facts settle here. The target is named for the first time in this record — Open Lending, LLC, with Bregal Sagemount I, L.P. as the selling shareholder — and the definitive agreement was signed January 5, 2020, a week before the January 12 deadline and well inside the February 12, 2020 signing condition the proxy attached to the extension. And the extension cost nothing in trust: zero shares redeemed and zero votes against, so the full trust carries into the transaction. The five-month extension to June 12, 2020 now stands with a signed agreement behind it.

The structure is a two-merger-sub ParentCo transaction — a corporate merger sub and an LLC merger sub — with Deutsche Bank Securities and Goldman Sachs as the only fee-entitled advisers. The trust representation is written as a floor of $275,000,000 expressly reduced by redemptions, so the agreement contemplates redemption reducing what NAC brings without breaching the representation. This is a signed definitive agreement, which is what the January 9, 2020 extension proxy said would have to exist by February 12, 2020 for the extension to survive; the target is not named in the captured text.

The structure is a two-merger-sub ParentCo transaction — a corporate merger sub and an LLC merger sub — with Deutsche Bank Securities and Goldman Sachs as the only fee-entitled advisers. The trust representation is written as a floor of $275,000,000 expressly reduced by redemptions, so the agreement contemplates redemption reducing what NAC brings without breaching the representation. This is a signed definitive agreement, which is what the January 9, 2020 extension proxy said would have to exist by February 12, 2020 for the extension to survive; the target is not named in the captured text.

Both directors were re-elected, but 8,780,157 shares — roughly 32% of the 27,306,032 voted — were withheld from each of them, an unusually large withhold at a SPAC annual meeting, recorded three weeks before the January 9, 2020 extension vote. The auditor ratification drew no opposition at all.

Nebula is putting a valuation and financial profile on an unnamed, unsigned transaction ahead of the January 9, 2020 extension vote. Nothing here is committed: no definitive agreement exists, the target is not named, and the figures are the SPAC's own characterisation. The disclosure exists because holders are being asked to fund five more months on the strength of it, and because that extension collapses if no agreement is signed by February 12, 2020. The sponsor's own fund is providing part of the equity financing.

Nebula is describing an unsigned transaction, with a valuation and financial profile attached, three weeks before the extension vote — the target is unnamed and no definitive agreement exists, so every figure here is the SPAC's characterisation of a deal that may not be signed. The disclosure exists because the extension proxy asks holders to fund five more months on the strength of it, and because that extension self-destructs on February 12, 2020 without a signature.

The substantive change from the preliminary filing is the February 12, 2020 signing deadline: the five-month extension is not five months unconditionally — it collapses to one month if no definitive agreement is signed, and collapses again if a signed agreement later terminates. So June 12, 2020 is a ceiling contingent on a deal being signed by February 12, not a date the company holds. The proxy also now tells holders that redeeming is worth about two cents less than selling, which is a disincentive to redeem stated in the company's own materials.

This is the annual meeting and is separate from the extension proxy Nebula filed in preliminary form on November 27 for a January 2020 special meeting; the two proceed on different tracks, with different record dates (November 15 here, December 3 for the extension) and different approval standards. Nothing on this agenda concerns the business combination deadline or redemption rights.

The bar is a 65% supermajority of shares outstanding, so abstentions and non-votes count against it, and the record date of December 3, 2019 is already fixed even though the meeting date is not. The board's stated position is that a deal is in discussion but not signed — the proxy says a signing before the meeting would be announced separately, so nothing here confirms a transaction.

An Item 5.08 filing is required because the annual meeting date moved more than 30 days from the anniversary of the prior year's meeting, which resets the advance-notice window — here to December 2, 2019, ten days after the announcement. That is the operative deadline for any stockholder wanting to nominate a director or raise business at the December 18 meeting. The report states nothing about a business combination.

Redemption value is carried at exactly $10.00 per share in both periods while the trust grew by $3,587,284, so trust earnings do not accrue to the redemption price in this presentation; income tax payable rising to $1,028,883 is the cost of those earnings in a US-taxed structure. Additional paid-in capital is fully exhausted at zero, with the reclassification now absorbed entirely by retained earnings to hold equity at just over $5,000,000. With $868,689 of cash and only $128,665 due to a related party, the shell was not dependent on sponsor debt.

The company's CFO now also sits on its board, and she is an officer of the sponsor's affiliate — so a seat that would ordinarily add oversight is filled from the sponsor side. The filing states expressly that she receives no compensation for either role beyond expense reimbursement, which is the disclosure that would otherwise bear on independence.

Eighteen months past its IPO with no announced target, the accumulated tax on trust income is now the dominant liability and is approaching the cash available to pay it.

Fifteen months past the IPO with no target announced, the trust keeps accreting and the tax bill on that income is now the largest current liability.

A full year of trust income — over $4 million on a $275 million trust — while the search produced no target, and the annual report carries a going-concern discussion rather than a clean liquidity statement.

A $10.00 trust with about $1.2 million of working capital outside it and taxes being funded from trust interest rather than the operating account.

Confirms the $10.00 trust holding, and shows the company drawing trust interest to pay taxes — the one permitted withdrawal, which keeps the redemption principal intact.

What changed: Item 5.07: on June 9, 2020 Nebula's stockholders approved the Open Lending business combination 26,637,670 for, 2,080,547 against, 368,017 abstaining, along with the charter amendment, Nasdaq and 2020 Plan proposals; 29,086,234 of 34,375,000 shares outstanding were present. At a separate warrantholder meeting the Warrant Amendment Proposal FAILED, 2,296,694 for to 5,609,143 against. At a third meeting stockholders approved extending the completion date from June 12, 2020 to June 30, 2020. Why it matters: The deal passed and the warrant cash-out did not. Because Nebula and Open Lending had already waived the warrantholder-approval condition on June 8, 2020, the failed vote does not block closing: the report states the January 9, 2018 warrant agreement is assumed by ParentCo, the warrants become exercisable for ParentCo shares on unchanged terms, and they will NOT trade on Nasdaq after the combination. Warrantholders turned down $1.80 in cash and end up holding an unlisted warrant.

What changed: Item 8.01: a June 8, 2020 joint press release announced that Nebula and Open Lending have agreed to raise the cash redemption price for Nebula's public warrants from $1.50 to $1.80 per whole warrant, conditional on holders of at least a majority of the public warrants approving the warrant amendment at the warrantholder meeting set for June 9, 2020, and have waived the closing condition that required that same majority approval. The parties state they expect all closing conditions to be satisfied following the special meeting. Why it matters: Both halves matter to a warrantholder and they point opposite ways: the price on offer goes up 20%, from $1.50 to $1.80, while the leverage behind it disappears because the deal will now close whether or not warrantholders approve. Voting the amendment down no longer blocks the business combination; it only forfeits the cash-out. The report states no new date and no change to the stockholder vote, which the same materials place on June 9, 2020.

What changed: Item 8.01: a June 1, 2020 press release announced that Nebula's special meeting to approve the Open Lending business combination is scheduled for June 9, 2020. The separate Extension Meeting — to extend the date by which Nebula must consummate a business combination from June 12, 2020 to June 30, 2020 if needed — is postponed from 11:00 a.m. Eastern on June 3 to 12:00 p.m. Eastern on June 9, 2020, immediately after the stockholder and warrantholder meetings, at Greenberg Traurig LLP in McLean, Virginia. Why it matters: Two operative dates for a holder: the vote on June 9, 2020, and the redemption deadline for the extension, which the report states has been postponed to 4:30 p.m. Eastern on Friday June 5, 2020, two business days before the Extension Meeting. June 30, 2020 is conditional — the extension is described as being sought only if necessary and had not been voted on — so the binding date on this report remains June 12, 2020. The definitive proxy was filed May 22, 2020 with a May 13, 2020 record date.