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): June 89, 2020

Nebula Acquisition Corporation (Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware		001-38339		82-3008583
Delaware (State or other jurisdiction of incorporation)		001-38339 (Commission File Number)		82-3008583 (I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)
Four Embarcadero Center, Suite 2100 San Francisco, CA (Address of principal executive offices)			94111 (Zip Code)
	(513) 618-7161 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Four Embarcadero Center, Suite 2100 San Francisco, CA		94111
(Address of principal executive offices)		(Zip code)

(513) 618-7161 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NEBU	The Nasdaq Stock Market LLC
Warrants to purchase one share of Common Stock	NEBU.W	The Nasdaq Stock Market LLC
Units, each consisting of one share of Common Stock and one third of one Warrant	NEBU.U	The Nasdaq Stock Market LLC

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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NEBU	The Nasdaq Stock Market LLC
Warrants to purchase one share of Common Stock	NEBU.W	The Nasdaq Stock Market LLC
Units, each consisting of one share of Common Stock and one third of one Warrant	NEBU.U	The Nasdaq Stock Market LLC

Item 5.07. Submission of Matters to a Vote of Security Holders.

~~Item 8.01.~~Special ~~Other~~Meeting ~~Events.~~of Stockholders to Approve Business Combination

On June 89, 2020 (the “Meeting Date”), Nebula Acquisition Corporation, a Delaware corporation (“Nebula”), ~~and~~held ~~Open Lending, LLC,~~ a ~~Texas limited~~special ~~liability~~meeting ~~company~~of ~~(the~~its ~~“Company”),~~stockholders ~~issued a press release~~ (the “~~Press~~Stockholder ~~Release~~Meeting”) ~~announcing~~in ~~that~~connection ~~Nebula and~~with the ~~Company~~proposed ~~have~~business ~~consented~~combination ~~to,~~(the ~~and~~“Business Combination”) ~~waived,~~contemplated ~~certain~~by ~~closing conditions under~~ 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, ~~the Company,~~ and Shareholder Representative Services LLC, a Colorado limited liability company, as the Securityholder Representative. ~~Nebula~~The ~~and~~Business ~~the~~Combination ~~Company have~~is ~~agreed,~~described ~~among~~in ~~other things, to (i) increase~~ the ~~price~~proxy ~~that~~statement/prospectus ~~will~~filed beby ~~paid to redeem~~ Nebula’s ~~public~~with ~~warrants from $1.50 to $1.80 per whole warrant, if~~ the ~~holders~~Securities ~~of at least a majority of Nebula’s public warrants vote to approve the amendment~~and toExchange ~~Nebula’s~~Commission ~~warrants~~(“SEC”) ~~at the special meeting of Nebula’s warrantholders to be held~~ on ~~June~~May 922, 2020, and ~~(ii)~~incorporated toherein ~~waive the~~by ~~condition~~reference ~~to closing~~ (the ~~business~~“Proxy ~~combination~~Statement”). At ~~that requires~~ the ~~holders~~Stockholder ofMeeting ~~at least a majority of~~ Nebula’s ~~public~~stockholders ~~warrants to~~voted ~~approve~~on ~~an amendment to Nebula’s warrants such that all of Nebula’s warrants will be redeemed upon~~ the ~~closing of~~proposals ~~the~~set ~~business~~forth ~~combination~~below. ~~Nebula and the Company expect that all of the closing conditions under the Business Combination Agreement will be satisfied following the special meeting.~~

APresent at the ~~copy~~Stockholder Meeting were holders of 29,086,234 shares of Nebula’s common stock (the ~~Press~~“Common ~~Release~~Stock”) ~~issued~~in person or by proxy, representing 84.61% of the ~~Nebula~~voting ~~and~~power ~~Company~~of isthe ~~attached~~Common ~~hereto~~Stock as ~~Exhibit~~of 99May 13, 2020, the record date for the Stockholder Meeting (the “Stockholder Meeting Record Date”), and constituting a quorum for the transaction of business.1 As of the Stockholder Meeting Record Date, there were 34,375,000 shares of Common Stock issued and outstanding.

~~Important~~At the Stockholder ~~Information~~Meeting, Nebula’s stockholders approved the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, and ~~Where~~the to2020 ~~Find~~Plan ItProposal, in each case as defined and described in greater detail in the Proxy Statement.

~~In connection~~The ~~with~~approval of the ~~transactions (the “Proposed Transactions”) contemplated by the~~ Business Combination ~~Agreement, Nebula~~Proposal ~~filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities~~ and ~~Exchange Commission (~~the ~~“SEC”)~~Charter onAmendment ~~May~~Proposals ~~22,~~required ~~2020, and~~ the ~~Proxy~~affirmative ~~Statement~~vote ~~and proxy card were mailed shortly thereafter to Nebula stockholders and warrantholders~~ of ~~record as of~~ the ~~close~~holders of ~~business~~at ~~on May 13, 2020. If any Nebula stockholder or warrantholder does not~~least ~~receive~~a ~~the~~majority ~~Proxy~~of ~~Statement,~~all ~~such~~then ~~stockholder~~outstanding ~~should~~shares ~~confirm~~of the ~~proxy’s~~Common ~~status~~Stock ~~with~~represented ~~their~~in ~~broker,~~person or ~~contact~~by ~~Morrow Sodali LLC, Nebula’s~~ proxy ~~solicitor, for help, toll-free at (800) 662-5200 (banks~~ and ~~brokers~~entitled ~~can~~to ~~call~~vote ~~collect~~thereon at the ~~(203)~~Stockholder ~~658-9400)~~Meeting. A ~~full~~The ~~description~~approval of the ~~terms~~Nasdaq ofProposal and the ~~Proposed~~2020 ~~Transactions~~Plan ~~are~~Proposal ~~provided~~required in the ~~Proxy~~affirmative ~~Statement~~vote ~~that~~of ~~Nebula filed with~~ the ~~SEC~~holders onof ~~May 22, 2020, which also constitutes~~ a ~~prospectus~~majority of ~~ParentCo.~~the ~~Investors~~shares ~~and~~of ~~security~~the ~~holders~~Common ~~and~~Stock ~~other~~represented ~~interested~~in ~~parties are~~person ~~urged~~or toby ~~read~~proxy ~~the Proxy Statement~~ and ~~any~~voted ~~other~~thereon ~~documents~~at ~~filed with~~ the ~~SEC,~~Stockholder ~~carefully and in their entirety because they~~Meeting. ~~contain~~The ~~important~~Stockholder ~~information~~Adjournment ~~about Nebula~~Proposal, ~~the~~as ~~Company~~defined and ~~the~~described ~~Proposed~~in ~~Transactions.~~greater ~~Investors~~detail ~~and~~in ~~security holders may obtain free copies of~~ the Proxy Statement, ~~and~~was ~~other~~not ~~documents~~presented ~~filed~~to ~~with~~Nebula’s stockholders as the ~~SEC~~Business byCombination ~~Nebula~~Proposal, ~~through~~ the ~~website~~Charter ~~maintained~~Amendment byProposals, the ~~SEC at~~Nasdaq ~~http://www.sec.gov~~Proposal, orand bythe ~~directing~~2020 aPlan ~~request~~Proposal each ~~to:~~received ~~Nebula~~a ~~Acquisition~~sufficient ~~Corporation,~~number ~~Four~~of ~~Embarcadero~~votes ~~Center,~~for ~~Suite 2100, San Francisco, CA 94111~~approval.

~~Participants~~Set forth below inare the ~~Solicitation~~final voting results for the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, and the 2020 Plan Proposal;

~~Nebula, the~~Business ~~Company~~Combination 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 Proxy Statement and other relevant materials to be filed with the SEC regarding the Proposed Transactions. Stockholders, warrantholders, potential investors and other interested persons should read the Proxy Statement carefully before making any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.Proposal

~~Non-Solicitation~~The Business Combination Proposal was approved. The voting results of the shares of the Common Stock were as follows:

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.

For				Against				Abstentions
	26,637,670				2,080,547				368,017

~~Forward-Looking Statements~~Charter Amendment Proposals

~~This Current~~The ~~Report~~Charter ~~on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes~~Amendment ofProposals ~~the~~were ~~safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995~~approved. ~~Forward-looking~~The ~~statements generally~~voting ~~are~~results 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;~~shares ~~Nebula’s ability to obtain the financing necessary to consummate the Proposed Transactions; and the expected timing~~ of ~~completion of~~ the ~~Proposed~~Common ~~Transactions.~~Stock 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~~each ~~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 COVIDsub-~~19; the~~proposals ~~outcome~~were 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 Proxy 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.follows:

~~Item 9~~(a) To increase the number of authorized shares of common stock of ParentCo, par value $0.~~01.~~0001 ~~Financial~~per ~~Statements~~share, from 111,000,000 to 550,000,000 and ~~Exhibits~~the number of authorized shares of ParentCo’s preferred stock, par value $0.0001 per share, from 1,000,000 to 10,000,000:

(d) Exhibits.

For				Against				Abstentions
	26,637,663				2,080,554				368,017

Exhibit No.		Exhibit
99.1		Press Release dated June 8, 2020.

(b)

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:

For				Against				Abstentions
	24,637,529				4,080,688				368,017

~~SIGNATURE~~(c) 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:

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.

For				Against				Abstentions
	24,637,529				4,080,688				368,017

~~Dated: June~~Nasdaq ~~8, 2020~~Proposal

~~Nebula~~The ~~Acquisition~~Nasdaq ~~Corporation~~Proposal ~~By:~~was ~~/s/~~approved. ~~Adam~~The voting H.results ~~Clammer~~of ~~Name:~~the ~~Adam~~shares H.of ~~Clammer~~the ~~Title:~~Common ~~Co-Chief~~Stock ~~Executive~~were ~~Officer~~as follows:

For				Against				Abstentions
	26,637,763				2,080,454				368,017

2020 Plan Proposal

The 2020 Plan Proposal was approved. The voting results of the shares of the Common Stock were as follows:

For				Against				Abstentions
	25,501,727				3,216,490				368,017

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				Against				Abstentions
	2,296,694				5,609,143				0

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				Against				Abstentions
	28,893,082				14,200				368,597

10,997,246 shares of Common Stock were redeemed in connection with the Stockholder Meeting and the Extension Meeting.

Item 7.01. Regulation FD Disclosure.

Nebula expects the Business Combination and related transactions (the “Proposed Transactions”) to close on or about June 10, 2020. ParentCo’s common stock is expected to commence trading on the Nasdaq Global Market under the new ticker symbol “LPRO” on the day following the closing of the Business Combination.

Important Information and Where to Find It

In connection with the Proposed Transactions, Nebula filed the Proxy Statement with the SEC on May 22, 2020. A full description of the terms of the Proposed Transactions are provided in the Proxy Statement, which also constitutes a prospectus of ParentCo. Investors and security holders and other interested parties are urged to read the Proxy Statement and any other documents filed with the SEC, carefully and in their entirety because they contain important information about Nebula, Open Lending and the Proposed Transactions. Investors and security holders may obtain free copies of the Proxy Statement 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.

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 Nebula and Open Lending’s ability to consummate the Proposed Transactions; the expected timing of completion of the Proposed Transactions and the timing of the expected commencement of the trading of the combined company’s common stock on the Nasdaq Global Market. These statements are based on various assumptions and on the current expectations of Open Lending and Nebula’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 Open Lending and Nebula. 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 potential effects of domestic civil unrest and the potential closure of government offices, 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, and those factors discussed in the Proxy 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 Nebula or Open Lending presently do not know or that Open Lending and Nebula 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 Open Lending’s and Nebula’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. Open Lending and Nebula anticipate that subsequent events and developments will cause their assessments to change. However, while Open Lending and Nebula may elect to update these forward-looking statements at some point in the future, Open Lending and Nebula specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Open Lending or Nebula’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.

Item 8.01. Other Events.

See Item 7.01.

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.

NEBULA ACQUISITION CORPORATION

By: /s/ Adam H. Clammer

Name: Adam H. Clammer
Title: Co-Chief Executive Officer

Date: June 9, 2020

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