NEBU / Nebula Acquisition Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

NEBU / Nebula Acquisition Corporation / GLAZER CAPITAL, LLC - NEBU Passive Investment

SC 13G/A 1 nebu.htm NEBU SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Nebula Acquisition Corp (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 629076100 (CUSIP Number) June 30, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

NEBU / Nebula Acquisition Corporation / Nebula Holdings Llc - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. 1 – Exit Filing)* Nebula Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 629076100 (CUS

NEBU / Nebula Acquisition Corporation / GLAZER CAPITAL, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Nebula Acquisition Corp (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 629076100 (CUSIP Number) May 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Regulation FD Disclosure, Other Events, Submission of Matters to a Vote of Security Holders

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 9, 2020 Nebula Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38339 (Commission File N

Open Lending and Nebula Acquisition Corporation Announce Intent to Close Business Combination

Exhibit 99.1 Open Lending and Nebula Acquisition Corporation Announce Intent to Close Business Combination SAN FRANCISO, CA and AUSTIN, TX, June 8, 2020 – Open Lending, LLC (“Open Lending”), a leading provider of lending enablement and risk analytics solutions to financial institutions, and Nebula Acquisition Corporation (NASDAQ: NEBU) (“Nebula”), a special purpose acquisition company sponsored by

Merger Prospectus - CURRENT REPORT

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 8, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incorporation) (Commission

Open Lending and Nebula Acquisition Corporation Announce Intent to Close Business Combination

Exhibit 99.1 Open Lending and Nebula Acquisition Corporation Announce Intent to Close Business Combination SAN FRANCISO, CA and AUSTIN, TX, June 8, 2020 – Open Lending, LLC (“Open Lending”), a leading provider of lending enablement and risk analytics solutions to financial institutions, and Nebula Acquisition Corporation (NASDAQ: NEBU) (“Nebula”), a special purpose acquisition company sponsored by

Other Events, Financial Statements and Exhibits

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 8, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incorporation) (Commission

Merger Prospectus - CURRENT REPORT

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 1, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-38339 (Commission File Numbe

Financial Statements and Exhibits, Other Events

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 1, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-38339 (Commission File Numbe

Open Lending Announces May Cert Metrics and Announces June 9, 2020 as Special Meeting Date to Approve Business Combination with Nebula

Exhibit 99.1 Open Lending Announces May Cert Metrics and Announces June 9, 2020 as Special Meeting Date to Approve Business Combination with Nebula SAN FRANCISO, CA and AUSTIN, TX, June 1, 2020 – Open Lending, LLC (“Open Lending”), a leading provider of lending enablement and risk analytics solutions to financial institutions, today announced it certified 5,561 loans during the month of May, a gre

Open Lending Announces May Cert Metrics and Announces June 9, 2020 as Special Meeting Date to Approve Business Combination with Nebula

EX-99.1 2 ea122439ex99-1nebula.htm PRESS RELEASE DATED JUNE 1, 2020 Exhibit 99.1 Open Lending Announces May Cert Metrics and Announces June 9, 2020 as Special Meeting Date to Approve Business Combination with Nebula SAN FRANCISO, CA and AUSTIN, TX, June 1, 2020 – Open Lending, LLC (“Open Lending”), a leading provider of lending enablement and risk analytics solutions to financial institutions, tod

- DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

OPEN LENDING AND NEBULA ACQUISITION CORPORATION ANNOUNCE REVISED BUSINESS COMBINATION AGREEMENT

Exhibit 99.1 OPEN LENDING AND NEBULA ACQUISITION CORPORATION ANNOUNCE REVISED BUSINESS COMBINATION AGREEMENT SAN FRANCISO, CA and AUSTIN, TX, May 18, 2020 – Open Lending, LLC (“Open Lending”), a leading provider of lending enablement and risk analytics solutions to financial institutions, and Nebula Acquisition Corporation (NASDAQ: NEBU) (“Nebula”), a special purpose acquisition company sponsored

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) S Definitive Proxy State

Financial Statements and Exhibits, Other Events

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) 001-38339 (Commission File Numbe

Merger Prospectus - CURRENT REPORT

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) 001-38339 (Commission File Numbe

OPEN LENDING AND NEBULA ACQUISITION CORPORATION ANNOUNCE REVISED BUSINESS COMBINATION AGREEMENT

Exhibit 99.1 OPEN LENDING AND NEBULA ACQUISITION CORPORATION ANNOUNCE REVISED BUSINESS COMBINATION AGREEMENT SAN FRANCISO, CA and AUSTIN, TX, May 18, 2020 – Open Lending, LLC (“Open Lending”), a leading provider of lending enablement and risk analytics solutions to financial institutions, and Nebula Acquisition Corporation (NASDAQ: NEBU) (“Nebula”), a special purpose acquisition company sponsored

Merger Prospectus - CURRENT REPORT

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 13, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction (Commission (I.R.S. Employer

Amendment No. 2, dated as of May 13, 2020, to the Founder Support Agreement by and among Nebula, ParentCo, the Company, the Sponsor, Adam H. Clammer, James H. Greene, Jr., Rufina Adams, David Kerko, James C. Hale and Ronald Lamb.

Exhibit 10.3 Execution Version AMENDMENT NO. 2, dated as of May 13, 2020 (this “Amendment”), to the NAC FOUNDER SUPPORT AGREEMENT, dated as of January 5, 2020 (as amended by that certain Amendment No. 1, dated as of March 18, 2020, the “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), Nebula Parent Corp., a Delaware corporation, Open Lending, LLC, a Texas limited

Amendment No. 2, dated May 13, 2020, to the Founder Support Agreement, by and among Nebula, ParentCo, Open Lending, the Sponsor, Adam H. Clammer, James H. Greene, Jr., Rufina Adams, David Kerko, James C. Hale and Ronald Lamb (incorporated by reference to Exhibit 10.3 to Nebula’s Current Report on Form 8-K filed May 13, 2020).

Exhibit 10.3 Execution Version AMENDMENT NO. 2, dated as of May 13, 2020 (this “Amendment”), to the NAC FOUNDER SUPPORT AGREEMENT, dated as of January 5, 2020 (as amended by that certain Amendment No. 1, dated as of March 18, 2020, the “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), Nebula Parent Corp., a Delaware corporation, Open Lending, LLC, a Texas limited

Amendment No. 3 and Consent, dated as of May 13, 2020, to the Business Combination Agreement by and among Nebula, Blocker, Blocker Holder, ParentCo, Merger Sub LLC, Merger Sub Corp, the Company, and Shareholder Representative Services LLC, as the Security holder Representative.

EX-2.4 2 ea121740ex2-4nebulaacq.htm AMENDMENTNO. 3 AND CONSENT, DATED AS OF MAY 13, 2020, TO THE BUSINESS COMBINATION AGREEMENT BY AND AMONG NEBULA, BLOCKER, BLOCKER HOLDER,PARENTCO, MERGER SUB LLC, MERGER SUB CORP, THE COMPANY, AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, Exhibit 2.4 Execution Version AMENDMENT NO. 3, dated as of May 13, 2020 (this “Amendment”), to the BUSINESS COMBINATION Agreem

INVESTOR PRESENTATION 2 Disclaimer: This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assi st interested parties in making their own evaluation with respect to a potential business combinatio

Exhibit 99.1 INVESTOR PRESENTATION 2 Disclaimer: This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assi st interested parties in making their own evaluation with respect to a potential business combination between Open Lending, LLC (“O pen Lending”) and Nebula Acquisition Corporation (“Nebula”) and related transactions (the “Potential Busi

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

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 13, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction (Commission (I.R.S. Employer

INVESTOR PRESENTATION 2 Disclaimer: This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assi st interested parties in making their own evaluation with respect to a potential business combinatio

Exhibit 99.1 INVESTOR PRESENTATION 2 Disclaimer: This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assi st interested parties in making their own evaluation with respect to a potential business combination between Open Lending, LLC (“O pen Lending”) and Nebula Acquisition Corporation (“Nebula”) and related transactions (the “Potential Busi

Amendment No. 3 and Consent, dated as of May 13, 2020, to the Business Combination Agreement by and among Nebula, Blocker, Blocker Holder, ParentCo, Merger Sub LLC, Merger Sub Corp, the Company, and Shareholder Representative Services LLC, as the Security holder Representative.

EX-2.4 2 ea121740ex2-4nebulaacq.htm AMENDMENTNO. 3 AND CONSENT, DATED AS OF MAY 13, 2020, TO THE BUSINESS COMBINATION AGREEMENT BY AND AMONG NEBULA, BLOCKER, BLOCKER HOLDER,PARENTCO, MERGER SUB LLC, MERGER SUB CORP, THE COMPANY, AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, Exhibit 2.4 Execution Version AMENDMENT NO. 3, dated as of May 13, 2020 (this “Amendment”), to the BUSINESS COMBINATION Agreem

Investor Update Q1 2020

Exhibit 99.3 Investor Update Q1 2020 2 Disclaimer: This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assi st interested parties in making their own evaluation with respect to a potential business combination between Open Lending, LLC (“O pen Lending”) and Nebula Acquisition Corporation (“Nebula”) and related transactions (the “Potential Bu

Regulation FD Disclosure, Financial Statements and Exhibits - AMENDMENT NO. 1 TO FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 8, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incorpo

Investor Update Q1 2020 2 Disclaimer: This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assi st interested parties in making their own evaluation with respect to a potential business combinat

Exhibit 99.1 Investor Update Q1 2020 2 Disclaimer: This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assi st interested parties in making their own evaluation with respect to a potential business combination between Open Lending, LLC (“O pen Lending”) and Nebula Acquisition Corporation (“Nebula”) and related transactions (the “Potential Bu

Investor Update Q1 2020 2 Disclaimer: This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assi st interested parties in making their own evaluation with respect to a potential business combinat

Exhibit 99.1 Investor Update Q1 2020 2 Disclaimer: This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assi st interested parties in making their own evaluation with respect to a potential business combination between Open Lending, LLC (“O pen Lending”) and Nebula Acquisition Corporation (“Nebula”) and related transactions (the “Potential Bu

OPEN LENDING AND NEBULA ACQUISITION CORPORATION PROVIDE UPDATE

Exhibit 99.2 OPEN LENDING AND NEBULA ACQUISITION CORPORATION PROVIDE UPDATE SAN FRANCISO, CA and AUSTIN, TX, May 8, 2020 – Open Lending, LLC (“Open Lending”), a leading provider of lending enablement and risk analytics solutions to financial institutions, and Nebula Acquisition Corporation (NASDAQ: NEBU) (“Nebula”), a special purpose acquisition company sponsored by True Wind Capital, L.P. (“True

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 8, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incorporation) (Commission

OPEN LENDING AND NEBULA ACQUISITION CORPORATION PROVIDE UPDATE

Exhibit 99.2 OPEN LENDING AND NEBULA ACQUISITION CORPORATION PROVIDE UPDATE SAN FRANCISO, CA and AUSTIN, TX, May 8, 2020 – Open Lending, LLC (“Open Lending”), a leading provider of lending enablement and risk analytics solutions to financial institutions, and Nebula Acquisition Corporation (NASDAQ: NEBU) (“Nebula”), a special purpose acquisition company sponsored by True Wind Capital, L.P. (“True

Merger Prospectus - FORM 8-K

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 8, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incorporation) (Commission

- PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NEBULA ACQUISITION CORPORATION (Exact name of registra

NEBU / Nebula Acquisition Corporation 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 26, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Amendment No. 2 and Consent, dated as of March 26, 2020, to the Business Combination Agreement by and among Nebula, Blocker, Blocker Holder, ParentCo, Merger Sub LLC, Merger Sub Corp, the Company, and Shareholder Representative Services LLC, as the Securityholder Representative.

Exhibit 2.3 AMENDMENT NO. 2 AND CONSENT This AMENDMENT NO. 2 AND CONSENT, dated as of March 26, 2020 (this “Amendment and Consent”), to the BUSINESS COMBINATION Agreement, dated as of January 5, 2020 (as amended by that certain Amendment No. 1 and Waiver Agreement, dated as of March 18, 2020, the “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), BRP Hold 11, Inc.

Amendment No. 2 and Consent, dated as of March 26, 2020, to the Business Combination Agreement by and among Nebula, Blocker, Blocker Holder, Open Lending Corporation, Merger Sub LLC, Merger Sub Corp, the Company, and Shareholder Representative Services LLC, as the Securityholder Representative (incorporated by reference to Exhibit 2.3 to Nebula’s Current Report on Form 8-K filed March 27, 2020).

Exhibit 2.3 AMENDMENT NO. 2 AND CONSENT This AMENDMENT NO. 2 AND CONSENT, dated as of March 26, 2020 (this “Amendment and Consent”), to the BUSINESS COMBINATION Agreement, dated as of January 5, 2020 (as amended by that certain Amendment No. 1 and Waiver Agreement, dated as of March 18, 2020, the “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), BRP Hold 11, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 26, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 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): March 18, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incorporation) (Comm

Amendment No. 1 and Waiver, dated as of March 18, 2020, to the Business Combination Agreement by and among Nebula, Blocker, Blocker Holder, ParentCo, Merger Sub LLC, Merger Sub Corp, the Company, and Shareholder Representative Services LLC, as the Securityholder Representative.

EX-2.2 Exhibit 2.2 EXECUTION VERSION AMENDMENT NO. 1 AND WAIVER, dated as of March 18, 2020 (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT, dated as of January 5, 2020 (the “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), BRP Hold 11, Inc., a Delaware corporation, the person listed as the Blocker Holder on the signature pages to the Agreement, Nebula

NEBU / Nebula Acquisition Corporation 425 - Merger Prospectus - 8-K

8-K 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): March 18, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incorporation) (Comm

Amendment No. 1, dated as of March 18, 2020, to the Founder Support Agreement by and among Nebula, ParentCo, the Company, the Sponsor, Adam H. Clammer, James H. Greene, Jr., Rufina Adams, David Kerko, James C. Hale and Ronald Lamb.

EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1, dated as of March 18, 2020 (this “Amendment”), to the NAC FOUNDER SUPPORT AGREEMENT, dated as of January 5, 2020 (the “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), Nebula Parent Corp., a Delaware corporation, Open Lending, LLC, a Texas limited liability company, and each of the stockholders of NAC whose

Amendment No. 1, dated as of March 18, 2020, to the Founder Support Agreement, by and among Nebula, ParentCo, Open Lending, the Sponsor, Adam H. Clammer, James H. Greene, Jr., Rufina Adams, David Kerko, James C. Hale and Ronald Lamb (incorporated by reference to Exhibit 10.2 to Nebula’s Current Report on Form 8-K filed March 18, 2020).

EX-10.2 3 d901525dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1, dated as of March 18, 2020 (this “Amendment”), to the NAC FOUNDER SUPPORT AGREEMENT, dated as of January 5, 2020 (the “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), Nebula Parent Corp., a Delaware corporation, Open Lending, LLC, a Texas limited liability company, and each of th

Amendment No. 1 and Waiver, dated as of March 18, 2020, to the Business Combination Agreement by and among Nebula, Blocker, Blocker Holder, ParentCo, Merger Sub LLC, Merger Sub Corp, the Company, and Shareholder Representative Services LLC, as the Securityholder Representative (incorporated by reference to Exhibit 2.2 to Nebula’s Current Report on Form 8-K filed March 18, 2020).

EX-2.2 2 d901525dex22.htm EX-2.2 Exhibit 2.2 EXECUTION VERSION AMENDMENT NO. 1 AND WAIVER, dated as of March 18, 2020 (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT, dated as of January 5, 2020 (the “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), BRP Hold 11, Inc., a Delaware corporation, the person listed as the Blocker Holder on the signature pages

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): March 6, 2020 (March 2, 2020) Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incorpora

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 f8k021820nebulaacquisition.htm FORM 8-K 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): February 24, 2020 (February 18, 2020) Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-3833

NEBU / Nebula Acquisition Corporation 10-K - Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38339 NEBULA ACQUISITIO

NEBU / Nebula Acquisition Corporation / GLAZER CAPITAL, LLC - 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Nebula Acquisition Corp (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 629076100 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

NEBU / Nebula Acquisition Corporation / BlueCrest Capital Management Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NEBULA ACQUISITION CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 629076100 (CUSIP Number) 06 January 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

NEBU / Nebula Acquisition Corporation / ARROWGRASS CAPITAL PARTNERS (US) LP - NEBULA ACQUISITION CORPORATION Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Nebula Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 629076100 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEBULA ACQUISITION CORPORATION January 9, 2020

Exhibit 99.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEBULA ACQUISITION CORPORATION January 9, 2020 Nebula Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Nebula Acquisition Corporation” The original certificate of incorporation

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): January 9, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incorporation) (Commiss

AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEBULA ACQUISITION CORPORATION January 9, 2020

EX-99.1 2 f8k010920ex99-1nebulaacq.htm AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEBULA ACQUISITION CORPORATION, DATED JANUARY 9, 2020 Exhibit 99.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEBULA ACQUISITION CORPORATION January 9, 2020 Nebula Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (t

NEBU / Nebula Acquisition Corporation 425 - Merger Prospectus - CURRENT REPORT

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): January 9, 2020 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incorporation) (Commiss

Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to Nebula’s Current Report on Form 8-K filed January 6, 2020).

Exhibit 10.4 FORM OF SUBSCRIPTION AGREEMENT Nebula Acquisition Corporation Four Embarcadero Center, Suite 2350 San Francisco, California 94111 Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) pursuant to the terms of that certain Business Combination Agreement, dated as of the date hereof, as may be amended from time to time, by and among Nebula Acquis

Founder Support Agreement, dated as of January 5, 2020, by and among NAC, ParentCo, the Company, the Sponsor, Adam H. Clammer, James H. Greene, Jr., Rufina Adams, David Kerko, Frank Kern, James C. Hale and Ronald Lamb.

Exhibit 10.1 EXECUTION VERSION NAC FOUNDER SUPPORT AGREEMENT NAC FOUNDER SUPPORT AGREEMENT, dated as of January 5, 2020 (this “Agreement”), by and among NEBULA ACQUISITION CORP., a Delaware corporation (“NAC”), NEBULA PARENT CORP., a Delaware corporation (“ParentCo”), OPEN LENDING, LLC, a Texas limited liability company (the “Company”), and each of the stockholders of NAC whose names appear on the

Form of Investor Support Agreement.

Exhibit 10.2 FORM OF INVESTOR SUPPORT AGREEMENT INVESTOR SUPPORT AGREEMENT, dated as of January , 2020 (this “Agreement”), by and among NEBULA ACQUISITION CORP., a Delaware corporation (“NAC”), and the stockholder of NAC whose name appears on the signature page of this Agreement (the “Investor”). WHEREAS, NAC, Open Lending, LLC, a Texas limited liability company (the “Company”), and certain other

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits

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): January 6, 2020 (January 5, 2020) Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incor

NEBU / Nebula Acquisition Corporation 425 - Merger Prospectus - CURRENT REPORT

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): January 6, 2020 (January 5, 2020) Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction of incor

INVESTOR PRESENTATION 2 This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist intereste d p arties in making their own evaluation with respect to a potential business combination between O

Exhibit 99.2 INVESTOR PRESENTATION 2 This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist intereste d p arties in making their own evaluation with respect to a potential business combination between Open Lending, LLC (“Open Lendi ng” ) and Nebula Acquisition Corporation (“Nebula”) and related transactions (the “Potential Business Combi

Business Combination Agreement, dated as of January 5, 2020, by and among Nebula, Blocker, Blocker Holder, ParentCo, Merger Sub LLC, Merger Sub Corp, the Company, and Shareholder Representative Services LLC, as the Securityholder Representative (incorporated by reference to Exhibit 2.1 to Nebula’s Current Report on Form 8-K filed January 6, 2020) (the “Business Combination Agreement”).

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among NEBULA Acquisition Corp., BRP HOLD 11, INC., THE BLOCKER HOLDER NAMED HEREIN, NEBULA PARENT CORP., NBLA MERGER SUB LLC, NBLA MERGER SUB CORP., OPEN LENDING, LLC and SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE SECURITYHOLDER REPRESENTATIVE Dated as of January 5, 2020 TABLE OF CONTENTS Page Article I THE MERGERS AND OTHER

Company Support Agreement, dated as of January 5, 2020, by and among NAC, Bregal Investments, Inc., BRP Hold 11, Inc., Bee Cave Capital, LLC, Richard Watkins, Open Lending Opportunity Partners, Ryan Collins, Kurt Wilkin, Scott Gordon, Keith Jezek and Steve Letbetter.

Exhibit 10.3 Execution Version COMPANY SUPPORT AGREEMENT COMPANY SUPPORT AGREEMENT, dated as of January 5, 2020 (this “Agreement”), by and among NEBULA ACQUISITION CORP., a Delaware corporation (“NAC”), and each of the members of the Company whose names appear on the signature pages of this Agreement (each, a “Company Member” and, collectively, the “Company Members”). WHEREAS, NAC, Open Lending, L

Company Support Agreement, dated as of January 5, 2020, by and among Nebula, Bregal Investments, Inc., BRP Hold 11, Inc., Bee Cave Capital, LLC, Richard Watkins, Open Lending Opportunity Partners, Ryan Collins, Kurt Wilkin, Scott Gordon, Keith Jezek and Steve Letbetter (incorporated by reference to Exhibit 10.3 to Nebula’s Current Report on Form 8-K filed January 6, 2020).

EX-10.3 5 f8k0120ex10-3nebulaacq.htm COMPANY SUPPORT AGREEMENT, DATED AS OF JANUARY 5, 2020 Exhibit 10.3 Execution Version COMPANY SUPPORT AGREEMENT COMPANY SUPPORT AGREEMENT, dated as of January 5, 2020 (this “Agreement”), by and among NEBULA ACQUISITION CORP., a Delaware corporation (“NAC”), and each of the members of the Company whose names appear on the signature pages of this Agreement (each,

Founder Support Agreement, dated as of January 5, 2020, by and among Nebula, ParentCo, the Company, the Sponsor, Adam H. Clammer, James H. Greene, Jr., Rufina Adams, David Kerko, Frank Kern, James C. Hale and Ronald Lamb (incorporated by reference to Exhibit 10.1 to Nebula’s Current Report on Form 8-K filed January 6, 2020) (the “Founder Support Agreement”).

EX-10.1 3 f8k0120ex10-1nebulaacq.htm NAC FOUNDER SUPPORT AGREEMENT Exhibit 10.1 EXECUTION VERSION NAC FOUNDER SUPPORT AGREEMENT NAC FOUNDER SUPPORT AGREEMENT, dated as of January 5, 2020 (this “Agreement”), by and among NEBULA ACQUISITION CORP., a Delaware corporation (“NAC”), NEBULA PARENT CORP., a Delaware corporation (“ParentCo”), OPEN LENDING, LLC, a Texas limited liability company (the “Compa

INVESTOR PRESENTATION 2 This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist intereste d p arties in making their own evaluation with respect to a potential business combination between O

Exhibit 99.2 INVESTOR PRESENTATION 2 This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist intereste d p arties in making their own evaluation with respect to a potential business combination between Open Lending, LLC (“Open Lendi ng” ) and Nebula Acquisition Corporation (“Nebula”) and related transactions (the “Potential Business Combi

Supplemental Slides 2 This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist intereste d p arties in making their own evaluation with respect to a potential business combination between Ope

Exhibit 99.3 Supplemental Slides 2 This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist intereste d p arties in making their own evaluation with respect to a potential business combination between Open Lending, LLC (“Open Lendi ng” ) and Nebula Acquisition Corporation (“Nebula”) and related transactions (the “Potential Business Combina

Supplemental Slides 2 This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist intereste d p arties in making their own evaluation with respect to a potential business combination between Ope

Exhibit 99.3 Supplemental Slides 2 This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist intereste d p arties in making their own evaluation with respect to a potential business combination between Open Lending, LLC (“Open Lendi ng” ) and Nebula Acquisition Corporation (“Nebula”) and related transactions (the “Potential Business Combina

Business Combination Agreement, dated as of January 5, 2020, by and among NAC, Blocker, Blocker Holder, ParentCo, Merger Sub LLC, Merger Sub Corp, the Company, and Shareholder Representative Services LLC, as the Securityholder Representative.

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among NEBULA Acquisition Corp., BRP HOLD 11, INC., THE BLOCKER HOLDER NAMED HEREIN, NEBULA PARENT CORP., NBLA MERGER SUB LLC, NBLA MERGER SUB CORP., OPEN LENDING, LLC and SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE SECURITYHOLDER REPRESENTATIVE Dated as of January 5, 2020 TABLE OF CONTENTS Page Article I THE MERGERS AND OTHER

Form of Subscription Agreement.

EX-10.4 6 f8k0120ex10-4nebulaacq.htm FORM OF SUBSCRIPTION AGREEMENT Exhibit 10.4 FORM OF SUBSCRIPTION AGREEMENT Nebula Acquisition Corporation Four Embarcadero Center, Suite 2350 San Francisco, California 94111 Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) pursuant to the terms of that certain Business Combination Agreement, dated as of the date her

OPEN LENDING AND NEBULA ACQUISITION CORPORATION ANNOUNCE BUSINESS COMBINATION AGREEMENT Open Lending to be Publicly Listed Company with Estimated $1.3 Billion Enterprise Value upon Consummation of Transaction

Exhibit 99.1 OPEN LENDING AND NEBULA ACQUISITION CORPORATION ANNOUNCE BUSINESS COMBINATION AGREEMENT Open Lending to be Publicly Listed Company with Estimated $1.3 Billion Enterprise Value upon Consummation of Transaction SAN FRANCISO, CA and AUSTIN, TX, January 6, 2020 – Open Lending, LLC (“Open Lending”), a leading provider of lending enablement and risk analytics solutions to financial institut

Form of Investor Support Agreement (incorporated by reference to Exhibit 10.2 to Nebula’s Current Report on Form 8-K filed January 6, 2020).

Exhibit 10.2 FORM OF INVESTOR SUPPORT AGREEMENT INVESTOR SUPPORT AGREEMENT, dated as of January , 2020 (this “Agreement”), by and among NEBULA ACQUISITION CORP., a Delaware corporation (“NAC”), and the stockholder of NAC whose name appears on the signature page of this Agreement (the “Investor”). WHEREAS, NAC, Open Lending, LLC, a Texas limited liability company (the “Company”), and certain other

OPEN LENDING AND NEBULA ACQUISITION CORPORATION ANNOUNCE BUSINESS COMBINATION AGREEMENT Open Lending to be Publicly Listed Company with Estimated $1.3 Billion Enterprise Value upon Consummation of Transaction

EX-99.1 7 f8k0120ex99-1nebulaacq.htm PRESS RELEASE Exhibit 99.1 OPEN LENDING AND NEBULA ACQUISITION CORPORATION ANNOUNCE BUSINESS COMBINATION AGREEMENT Open Lending to be Publicly Listed Company with Estimated $1.3 Billion Enterprise Value upon Consummation of Transaction SAN FRANCISO, CA and AUSTIN, TX, January 6, 2020 – Open Lending, LLC (“Open Lending”), a leading provider of lending enablement

Submission of Matters to a Vote of Security Holders

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): December 20, 2019 (December 18, 2019) NEBULA ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or Other Jurisdiction of I

NEBU / Nebula Acquisition Corporation DEFA14A - - DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Other Events

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): December 16, 2019 Nebula Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or other jurisdiction (Commission File Number)

NEBU / Nebula Acquisition Corporation DEF 14A - - DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

NEBU / Nebula Acquisition Corporation DEF 14A - - DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant S Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(

NEBU / Nebula Acquisition Corporation PRE 14A - - PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Shareholder Director Nominations

8-K 1 f8k112219nebulaacq.htm CURRENT REPORT 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): November 22, 2019 NEBULA ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-38339 82-3008583 (State or

NEBU / Nebula Acquisition Corporation 10-Q - Quarterly Report - QUARTERLY REPORT

10-Q 1 f10q0919nebulaacquisition.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2019 NEBULA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 333-222137 82-3008583 (State or other jurisdiction of incorpora

NEBU / Nebula Acquisition Corporation 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NEBULA ACQUISITION CORPORATION (Exact name of registran

NEBU / Nebula Acquisition Corporation Class A 10-Q Quarterly Report QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NEBULA ACQUISITION CORPORATION (Exact name of registra

NEBU / Nebula Acquisition Corporation Class A ANNUAL REPORT (Annual Report)

10-K 1 f10k2018nebulaacquisition.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

NEBU / Nebula Acquisition Corporation / ARROWGRASS CAPITAL PARTNERS (US) LP - NEBULA ACQUISITION CORPORATION Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Nebula Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 629076100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

NEBU / Nebula Acquisition Corporation / HIGHBRIDGE CAPITAL MANAGEMENT LLC - NEBULA ACQUISITION CORPORATION Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nebula Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 629076100 (CUSIP Number) December 31, 2018 (Date of event which requires filing of this statement) Check the appropriate box to designate

NEBU / Nebula Acquisition Corporation / Nebula Holdings Llc - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Nebula Acquisition Corporation (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 629076100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

NEBU / Nebula Acquisition Corporation Class A QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NEBULA ACQUISITION CORPORATION (Exact name of regi

NEBU / Nebula Acquisition Corporation Class A QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NEBULA ACQUISITION CORPORATION (Exact name of registran

NEBU / Nebula Acquisition Corporation Class A QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NEBULA ACQUISITION CORPORATION (Exact name of registra

NEBULA ACQUISITION CORPORATION, SPONSORED BY TRUE WIND CAPITAL, ANNOUNCES CLASS A COMMON STOCK AND WARRANTS TO COMMENCE TRADING SEPARATELY ON MARCH 2, 2018

Exhibit 99.1 NEBULA ACQUISITION CORPORATION, SPONSORED BY TRUE WIND CAPITAL, ANNOUNCES CLASS A COMMON STOCK AND WARRANTS TO COMMENCE TRADING SEPARATELY ON MARCH 2, 2018 NEW YORK, NY, February 27, 2018 ? Nebula Acquisition Corporation (the ?Company?) (NASDAQ: NEBU.U) today announced that the holders of the Company?s units may elect to separately trade the Class A common stock and warrants underlyin

Other Events, Financial Statements and Exhibits

8-K 1 f8k022718nebulaacq.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2018 (February 27, 2018) NEBULA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delawar

NEBU / Nebula Acquisition Corporation / HIGHBRIDGE CAPITAL MANAGEMENT LLC - NEBULA ACQUISITION CORPORATION Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nebula Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 629076209 (CUSIP Number) January 10, 2018 (Date of event which requires filing of this statement) Check the appropriate box to designate the

Other Events, Financial Statements and Exhibits

8-K 1 f8k011218nebulaacquisition.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2018 (January 12, 2018) NEBULA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) D

NEBU / Nebula Acquisition Corporation / Park West Asset Management LLC - SC 13G Passive Investment

SC 13G 1 nebulaacqucorp13gjan92018.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NEBULA Acquisition CORPORATION (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 629076209 (CUSIP Number) January 9, 2018 (Date of Event Which Requires Filing of

Nebula Acquisition Corporation

EX-99.1 2 f8k011218ex99-1nebula.htm AUDITED BALANCE SHEET Exhibit 99.1 Nebula Acquisition Corporation Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Nebula Acquisition Corporation Opinion on the Financial Statement We have audited t

Warrant Agreement, dated August 20, 2018, by and between Continental Stock Transfer & Trust Company and the Company. (1)

EX-4.1 4 f8k010918ex4-1nebula.htm WARRANT AGREEMENT BETWEEN AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AND THE COMPANY Exhibit 4.1 WARRANT AGREEMENT between NEBULA ACQUISITION CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 9, 2018, is by and between Nebula Acquisition Corporation, a Delaware corporation (the “Company”),

Underwriting Agreement, dated January 9, 2018, by and among the Company, Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC. (1)

Exhibit 1.1 EXECUTION VERSION 25,000,000 Units Nebula Acquisition Corporation UNDERWRITING AGREEMENT January 9, 2018 Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 As Representatives of the several Underwriters Ladies and Gentlemen: Nebula Acquisition Corporation, a Delaware corporation (the ?Company

Investment Management Trust Account Agreement, dated August 20, 2018, by and between Continental Stock Transfer & Trust Company, LLC and the Company. (1)

EX-10.1 5 f8k010918ex10-1nebula.htm INVESTMENT MANAGEMENT TRUST ACCOUNT AGREEMENT BETWEEN AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AND THE COMPANY Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 9, 2018 by and between Nebula Acquisition Corporation, a Delaware corporation (the “Company”), and Ameri

Nebula Acquisition Corporation, Sponsored by True Wind Capital, Announces Pricing of $250 Million Initial Public Offering

Exhibit 99.1 Nebula Acquisition Corporation, Sponsored by True Wind Capital, Announces Pricing of $250 Million Initial Public Offering New York, NY ? January 9, 2018 ? Nebula Acquisition Corporation (the ?Company?) announced today that it priced its initial public offering of 25,000,000 units at $10.00 per unit. The units will be listed on the NASDAQ Capital Market and trade under the ticker symbo

Letter Agreement, August 20, 2018, by and between the Company, its officers, directors and the sponsor. (1)

EX-10.3 7 f8k010918ex10-3nebula.htm LETTER AGREEMENT BY AND BETWEEN THE COMPANY, THE INITIAL SECURITY HOLDERS AND THE OFFICERS AND DIRECTORS OF THE COMPANY Exhibit 10.3 January 9, 2018 Nebula Acquisition Corporation 480 Pacific Avenue, Suite 200 San Francisco, CA 94133 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Unde

Amended and Restated Certificate of Incorporation

EX-3.1 3 f8k010918ex3-1nebula.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEBULA ACQUISITION CORPORATION January 9, 2018 Nebula Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Nebula

Nebula Acquisition Corporation, Sponsored by True Wind Capital, Announces Closing of Initial Public Offering

EX-99.2 9 f8k010918ex99-2nebula.htm PRESS RELEASE ANNOUNCING CLOSING OF IPO Exhibit 99.2 Nebula Acquisition Corporation, Sponsored by True Wind Capital, Announces Closing of Initial Public Offering New York, NY – January 16, 2018 - Nebula Acquisition Corporation (NASDAQ:NEBU.U) (the “Company”) announced today that on January 12, 2018 it closed its initial public offering of 27,500,000 units, inclu

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2018 (January 9, 2018) NEBULA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 333-222137 82-3008583 (State or other jurisdi

Registration Rights Agreement, dated August 20, 2018, by and among the Company, Tenzing LLC, Maxim Group LLC and the holders party thereto. (1)

EX-10.2 6 f8k010918ex10-2nebula.htm REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND THE INITIAL SECURITY HOLDERS Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 9, 2018, is made and entered into by and among Nebula Acquisition Corporation, a Delaware corporation (the “Company”), Nebula Holdings, LLC, a Delaware limited liabi

TABLE OF CONTENTS

Filed Pursuant to Rule 424(b)(4) Registration No. 333-222137 PROSPECTUS $250,000,000 Nebula Acquisition Corporation 25,000,000 Units Nebula Acquisition Corporation is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer

As filed with the Securities and Exchange Commission on January 9, 2018

As filed with the Securities and Exchange Commission on January 9, 2018 Registration No.

[Signature Page Follows]

Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 January 8, 2018 VIA EMAIL & EDGAR Irene Barberena-Meissner United States Securities and Exchange Commission Office of Natural Resources 100 F Street, N.E. Washington, D.C. 20549 Re: Nebula Acquisition Corporation (the ?Company?) Registration Statement on

Nebula Acquisition Corporation Four Embarcadero Center Suite 2350 San Francisco, CA 94111 January 8, 2018

Nebula Acquisition Corporation Four Embarcadero Center Suite 2350 San Francisco, CA 94111 January 8, 2018 VIA EDGAR Irene Barberena-Meissner United States Securities and Exchange Commission Office of Natural Resources 100 F Street, N.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEBULA ACQUISITION CORPORATION (Exact Name of Registra

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEBULA ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 82-1329677 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) Four Embarcadero Cen

As filed with the Securities and Exchange Commission on January 5, 2018

As filed with the Securities and Exchange Commission on January 5, 2018 Registration No.

Consent of Ronald Lamb.*

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Nebula Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Nebula

Consent of David Kerko.*

EX-99.3 3 fs12017a1ex99-3nebulaacq.htm CONSENT OF DAVID KERKO Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Nebula Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to

As filed with the Securities and Exchange Commission on January 2, 2018

As filed with the Securities and Exchange Commission on January 2, 2018 Registration No.

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 629076 209 NEBULA ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per share (?Common Stock?),

Amended and Restated Certificate of Incorporation.*

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEBULA ACQUISITION CORPORATION , 2017 Nebula Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Nebula Acquisition Corporation?. The original certificate of incorporation of the Corporation was fi

Promissory Note, dated October 16, 2017, issued to Nebula Holdings, LLC.*

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Underwriting Agreement.*

Exhibit 1.1 25,000,000 Units Nebula Acquisition Corporation UNDERWRITING AGREEMENT [?], 2018 Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 As Representatives of the several Underwriters Ladies and Gentlemen: Nebula Acquisition Corporation, a Delaware corporation (the ?Company?), proposes to sell to

Form of Audit Committee Charter.*

Exhibit 99.1 NEBULA ACQUISITION CORPORATION AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the ?Committee?) is a committee of the Board of Directors (the ?Board?) of Nebula Acquisition Corporation (the ?Company?). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ? Performing the Board?s oversight responsibilities as they relate to the Company?s accounting pol

Securities Subscription Agreement, dated October 13, 2017, between the Registrant and Nebula Holdings, LLC.*

Exhibit 10.5 Nebula Acquisition Corporation 480 Pacific Ave, Suite 200 San Francisco, CA 94133 October 13, 2017 Nebula Holdings, LLC 480 Pacific Ave, Suite 200 San Francisco, CA 94133 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on October 13, 2017 by and between Nebula Holdings, LLC, a Delaware limited liability company (the ?Subscri

Private Placement Warrants Purchase Agreement between the Registrant and Nebula Holdings, LLC.*

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 14, 2017 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Nebula Acquisition Corporation, a Delaware corporation (the ?Company?), and Nebula Holdings, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the C

Consent of James C. Hale.*

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Nebula Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Nebula

Specimen Class A Common Stock Certificate.*

Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 629076 100 NEBULA ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF NEBULA ACQUISITION CORPORATION (THE ?CORPORATION?) transferable on th

Form of Indemnity Agreement.*

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [ ], 2018, by and between Nebula Acquisition Corporation, a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequ

Specimen Warrant Certificate.*

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW NEBULA ACQUISITION CORPORATION Incorporated Under the Laws of the State of Delaware CUSIP 629076 118 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warran

Bylaws. (2)

Exhibit 3.3 BY LAWS OF NEBULA acqUISITION CORPORATION (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in

Certificate of Incorporation.*

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF NEBULA ACQUISITION CORPORATION October 2, 2017 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the ?Certificate?), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Nebula Acquisition Corporation (the ?Corpora

Power of Attorney.*

As filed with the Securities and Exchange Commission on December 18, 2017 Registration No.

Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2017 by and between Nebula Acquisition Corporation, a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1,

Consent of Frank Kern.*

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Nebula Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Nebula

Form of Compensation Committee Charter.*

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF NEBULA ACQUISITION CORPORATION I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Nebula Acquisition Corporation (the ?Company?) shall be to oversee the Company?s compensation and employee benefit plans and practices, including its executi

Form of Warrant Agreement between American Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT between NEBULA ACQUISITION CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2017, is by and between Nebula Acquisition Corporation, a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the ?Warrant Agen

Form of Letter Agreement among the Registrant and its officers and directors and Nebula Holdings, LLC.*

EX-10.2 12 fs12017ex10-2nebulaacqui.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND ITS OFFICERS AND DIRECTORS AND NEBULA HOLDINGS, LLC Exhibit 10.2 , 2017 Nebula Acquisition Corporation 480 Pacific Avenue, Suite 200 San Francisco, CA 94133 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the

Form of Registration Rights Agreement among the Registrant and certain security holders.*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of January , 2018, is made and entered into by and among Nebula Acquisition Corporation, a Delaware corporation (the ?Company?), Nebula Holdings, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page hereto (each such

Code of Ethics. (2)

Exhibit 14.1 CODE OF ETHICS OF NEBULA ACQUISITION CORPORATION 1. Introduction The Board of Directors (the ?Board?) of Nebula Acquisition Corporation has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees are hired in the future) to: ? promote honest and

This is a confidential draft submission to the U.S. Securities and Exchange Commission on November 29, 2017 and is not being filed under the Securities Act of 1933, as amended.

This is a confidential draft submission to the U.S. Securities and Exchange Commission on November 29, 2017 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nebula Acquisition Corporation (Exact name of registrant as spec

Nebula Acquisition Corporation 480 Pacific Avenue, Suite 200 San Francisco, CA 94133

Nebula Acquisition Corporation 480 Pacific Avenue, Suite 200 San Francisco, CA 94133 November 29, 2017 VIA EDGAR U.

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

This is a confidential draft submission to the U.S. Securities and Exchange Commission on October 31, 2017 and is not being filed under the Securities Act of 1933, as amended.

This is a confidential draft submission to the U.S. Securities and Exchange Commission on October 31, 2017 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nebula Acquisition Corporation (Exact name of registrant as speci

Nebula Acquisition Corporation 480 Pacific Ave, Suite 200 San Francisco, CA 94133

Exhibit 10.5 Nebula Acquisition Corporation 480 Pacific Ave, Suite 200 San Francisco, CA 94133 October 13, 2017 Nebula Holdings, LLC 480 Pacific Ave, Suite 200 San Francisco, CA 94133 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on October 13, 2017 by and between Nebula Holdings, LLC, a Delaware limited liability company (the ?Subscri

CERTIFICATE OF INCORPORATION OF NEBULA ACQUISITION CORPORATION October 2, 2017

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF NEBULA ACQUISITION CORPORATION October 2, 2017 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the ?Certificate?), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Nebula Acquisition Corporation (the ?Corpora