NEBU SEC filings, in plain English
Everything Nebula Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 15 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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.
What changed: Nebula Acquisition Corporation issued its definitive proxy statement and prospectus dated May 22, 2020 for a special meeting of stockholders at 11:00 a.m. and a separate special meeting of public warrantholders at 11:30 a.m. Eastern time on June 9, 2020 in McLean, Virginia. The combination with Open Lending, LLC runs through six ordered steps involving a Blocker redemption for cash, a Blocker contribution and two mergers, after which ParentCo is renamed Open Lending Corporation. The document forms part of Nebula Parent Corp.'s Form S-4, File No. 333-237264. Why it matters: ParentCo is expected to issue an aggregate of 96,937,500 shares at the closing, of which Nebula's Class A holders and founders receive one ParentCo share for each share held, or 34,375,000 shares in aggregate, so the SPAC side takes roughly a third of the stock issued. Warrantholders vote as a separate class at their own meeting rather than alongside the shares, so warrant terms can be settled by a vote a shareholder has no part in. The step order matters: the Blocker Redemption is paid in cash before any contribution occurs.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2020-06-30
SpacBrain reads this as the agreement may be terminated from 2020-06-30.
The clause …“Agreement (a) changed the definition of Enterprise Value, (b) extended the Outside Date to June 30, 2020 and (c) amended the terms of the Contingency Consideration so that the Blocker Holder and Open Lendings unitholders will be”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: DEFINITIVE extension proxy: special meeting 3 Jun 2020 at 11:00 a.m., record date the close of business on 8 May 2020, to extend Nebula's deadline from 12 Jun 2020 to 30 Jun 2020 — the blank left in the 8 May 2020 preliminary is now filled, and the extension is EIGHTEEN DAYS. The purpose is to complete the announced Open Lending, LLC combination. Nebula estimates the per-share trust portion at 'approximately $10.26' on approximately $282.3 million held at 31 Mar 2020, against a 15 May 2020 closing price of $10.25. Why it matters: An eighteen-day extension is a closing buffer, not a search runway, and it signals the Open Lending deal was expected to land almost immediately — a holder redeeming here forfeits the merger for about $0.01 more than the market price, which is what the filing's own comparison says. No sponsor contribution is offered, so the trust does not grow during the extension. Redemption is available regardless of how, or whether, a holder votes. Failure to file the amendment triggers wind-up and 100% redemption within ten business days.
What changed vs 2019-12-11deadline 2020-06-12 → 2020-06-30combination deadline1 moved
- Combination deadline
- 2020-06-122020-06-30
SpacBrain reads this as 18 days later than the previous record.
The clause …“100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by June 30, 2020, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 8.01: on May 18, 2020 Nebula and Open Lending issued a joint press release disclosing certain revised transaction terms contemplated under Amendment No. 3 to the January 5, 2020 Business Combination Agreement. The release is Exhibit 99.1. The report also states that ParentCo has filed a Form S-4 registration statement including a proxy statement/prospectus with the SEC, and that Nebula will mail a definitive proxy statement/prospectus to its stockholders and warrantholders after that registration statement is declared effective. Why it matters: The publicity accompanying the repricing, not a further change: the revised terms themselves are the ones in the May 13, 2020 Amendment No. 3 report, and this report states none of them in its own text. The exhibit was not read for this summary, so no figure should be attributed to it. Its useful fact is the stage: as of May 18, 2020 the S-4 was on file and not yet effective, and no meeting date had been set.
What changed: Item 1.01: on May 13, 2020 Nebula signed Amendment No. 3 to the January 5, 2020 Business Combination Agreement for Open Lending. It sets Enterprise Value at $1,010,625,000, extends the Outside Date to June 30, 2020, and restructures the Contingency Consideration into up to 22,500,000 ParentCo shares in three equal tranches, payable if VWAP reaches $12.00 by the second anniversary of closing, $14.00 by the 30-month anniversary and $16.00 by the 42-month anniversary, in each case over any 20 trading days within any 30-day period, with acceleration on a change of control. Why it matters: The deal is repriced rather than re-signed: a stated enterprise value of $1,010,625,000 and an earn-out that grows from 15,000,000 shares on a single $13.00 test to 22,500,000 shares across three rising tests running out to 42 months. Amendment No. 2 to the Founder Support Agreement moves the sponsor onto the same ladder — 625,000 shares at $12.00 and 625,000 at $14.00, plus two 1,718,750-share lock-up releases on the same prices by the seventh anniversary. Note the document writes each tranche as '7,5000,000'.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2020-06-30
SpacBrain reads this as the agreement may be terminated from 2020-06-30.
The clause “(a) change the definition of Enterprise Value to $1,010,625,000, (b) extend the Outside Date to June 30, 2020 and (c) amend the terms of the Contingency Consideration so that the Open Lending equityholders will be issued up to 22,500,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2020-06-30 · unchanged
The clause “(a) change the definition of Enterprise Value to $1,010,625,000, (b) extend the Outside Date to June 30, 2020 and (c) amend the terms of the Contingency Consideration so that the Open Lending equityholders will be issued up to 22,500,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Q1 2020 10-Q with going concern raised on both grounds: a working capital deficit of about $692,000 AND mandatory liquidation, with no adjustments made should the company liquidate after June 12, 2020 - five weeks after this filing. Investment held in Trust Account was $282,267,853 at March 31, 2020 against $281,229,266 at December 31, 2019; operating cash fell to $615,658 from $1,299,288. 26,695,125 Class A shares are subject to possible redemption at $266,951,250. The company also discloses non-compliance with Nasdaq Listing Rule 5605 and expects to regain compliance within the cure period. Why it matters: 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.
What changed vs 2019-11-14trust $281.9M → $282.3M +0%shares 26.7M → 26.7M -0%trust account, redeemable shares, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $281.9M$282.3M
- Redeemable shares
- 26.7M26.7M
- Combination deadline
- not previously extracted2020-06-12
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $356,962 was added to the trust between the two filings.
The clause …“expenses 68,591 138,279 Total current assets 684,249 1,437,567 Investment held in Trust Account 282,267,853 281,229,266 Total assets $ 282,952,102 $ 282,666,833 Liabilities and Stockholders' Equity: Current liabilities: Accounts”…
SpacBrain reads this as 5,733 shares are no longer redeemable.
The clause …“11,000,848 10,547,877 Commitments Class A common stock, $0.0001 par value; 26,695,125 and 26,711,895 shares subject to possible redemption at March 31, 2020 and December 31, 2019, respectively 266,951,250 267,118,950 Stockholders'”…
The clause …“(the “Extension”) for an additional five months, from January 12, 2020 to June 12, 2020. The purpose of the Charter Amendment is to allow us more time to complete the Proposed Transactions. No shares of our common stock were”…
The clause “014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the working capital deficit, mandatory liquidation and subsequent dissolution raises substantial doubt about”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 7.01: Nebula furnished, as Exhibit 99.1, a form of presentation to be used by Nebula and Open Lending, LLC with certain Nebula stockholders and other persons in connection with the transactions under the January 5, 2020 Business Combination Agreement, as amended. The exhibit is expressly not deemed filed for Section 18 purposes. The report also states that ParentCo has filed a Form S-4 registration statement including a proxy statement/prospectus with the SEC, and that Nebula will mail a definitive proxy statement/prospectus after it is declared effective. Why it matters: Marketing material, not new terms: the report states no consideration, condition, record date or meeting date, and the substance is in the furnished presentation, which was not read for this summary. Its one factual value is confirming the S-4 exists and has not yet been declared effective as of May 8, 2020 — the stage the Open Lending deal had reached, and a condition still outstanding.
What changed: PRELIMINARY extension proxy. Nebula proposed a charter amendment moving its business-combination deadline from 12 Jun 2020 to a date left BLANK in the document, plus an adjournment proposal. The record date is already fixed at the close of business on 8 May 2020. The stated purpose is more time for the previously announced combination with Open Lending, LLC, which the board describes as a precautionary step because there 'may not be sufficient time before June 12, 2020'. Redemption requires tendering to the transfer agent at least two business days before the meeting. Why it matters: 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.
What changed: Item 1.01: on March 26, 2020 Nebula entered Amendment No. 2 and Consent to the January 5, 2020 Business Combination Agreement for Open Lending. Nebula and ParentCo consented to Open Lending using the net proceeds of its recently consummated Debt Financing to make a non-liquidating distribution to holders of Company Membership Units, capped at those net proceeds, and to a further non-liquidating distribution by the Blocker to its holder of cash above the Blocker's unpaid taxes and expenses. The Cash Consideration ParentCo pays at closing is reduced by an amount equal to that distribution. Why it matters: 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.
What changed: Item 1.01: on March 18, 2020 Nebula entered Amendment No. 1 and Waiver to its January 5, 2020 Business Combination Agreement for Open Lending, LLC. It waives the requirement that Nebula commence a tender offer for the public warrants and instead puts a Warrant Amendment to a meeting of public warrantholders, under which each whole public warrant is exchanged for $1.50 in cash on consummation; the target side's obligation to close becomes conditional on holders of a majority of the public warrants approving it. Why it matters: 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.
What changed: Director Frank Kern died on March 2, 2020, causing Nebula Acquisition Corp to fall out of compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(d)(2)(A) requiring a majority-independent board and at least two independent directors on the Compensation Committee. Nasdaq granted a cure period until the next annual meeting or March 2, 2021 (or August 31, 2020 if the annual meeting is held before that date). Why it matters: The loss of an independent director triggers a listing compliance issue that the SPAC must cure within a defined window, though it does not directly affect trust value, redemption deadlines, or deal progress. The company expects to appoint a replacement before the cure period expires.
What changed: Nebula Acquisition Corporation's Form 8-K under Item 3.01, event date February 18, 2020. Nebula received written notice from the Listing Qualifications Department of Nasdaq that it is not in compliance with Listing Rule 5550(a)(3), the Minimum Public Holders Rule, which requires at least 300 public holders for continued listing on the Nasdaq Capital Market. The report states the notice is a notification of deficiency only, not of imminent delisting, and has no current effect on the listing or trading of the company's securities. Why it matters: 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.
What changed: Annual report for the year ended December 31, 2019. Nebula reports net income of approximately $2.6 million — about $5.8 million of investment income less roughly $1.2 million of general and administrative costs, $1.1 million of franchise tax and $1.0 million of income tax. At year end it held approximately $1.3 million in its operating bank account, about $6.2 million of investment income available for franchise and income taxes, and a working capital surplus of about $515,000. The report names Open Lending, LLC as its transaction counterparty. Why it matters: 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.
What changed vs 2019-02-15trust $278.3M → $281.2M +1%deadline 2020-01-12 → 2020-06-12trust account, combination deadline, redeemable shares +22 moved · 3 with no prior record of ours
- Trust account
- $278.3M$281.2M
- Combination deadline
- 2020-01-122020-06-12
- Redeemable shares
- not previously extracted26.7M
- Going-concern doubt
- stated · unchanged
- Mandate language
- We will focus on investments in industry segments that we be… · unchanged
SpacBrain reads this as $2,905,659 was added to the trust between the two filings.
The clause …“Sheet Data: December 31, 2019 2018 Cash $ 1,299,288 $ 1,183,723 Investment held in Trust Account $ 281,229,266 $ 278,323,607 Total assets $ 282,666,833 $ 279,512,330 Total liabilities $ 10,547,877 $ 9,987,419 Class A common stock,”…
SpacBrain reads this as 152 days later than the previous record.
The clause …“to redeem 100% of our public shares if we do not complete our initial business combination by June 12, 2020, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon”…
The clause …“liabilities $ 10,547,877 $ 9,987,419 Class A common stock, $0.0001 par value; 26,711,895 and 26,452,491 shares subject to possible redemption at December 31, 2019 and 2018, respectively $ 267,118,950 $ 264,524,910 Total stockholders’”…
The clause …“Consideration and Capital Resources In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Updated (“ASU”) 2014-15, “Disclosure of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.