Attached files
| file | filename |
|---|---|
| EX-99.1 - AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEBULA ACQUISI - Nebula Acquisition Corp | f8k010920ex99-1_nebulaacq.htm |
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) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| Four Embarcadero Center, Suite 2350 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)) |
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.
On January 9, 2020, Nebula Acquisition Corporation (the “Company”) held a special meeting of stockholders (the “Meeting”). At the Meeting, the stockholders approved an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional five months, from January 12, 2020 to June 12, 2020. The affirmative vote of at least sixty-five percent (65%) of the outstanding shares of the Company’s common stock was required to approve the Charter Amendment. The purpose of the Charter Amendment is to allow the Company more time to complete its proposed business combination pursuant to the Business Combination Agreement, dated as of January 5, 2020, by and among the Company, BRP Hold 11, Inc., Bregal Sagemount I, L.P., Nebula Parent Corp., NBLA Merger Sub LLC, NBLA Merger Sub Corp., Open Lending, LLC, and Shareholder Representative Services LLC. No shares of the Company’s common stock were redeemed in connection with the Extension.
Set forth below are the final voting results for the Charter Amendment proposal:
Charter Amendment
The Charter Amendment was approved. The voting results of the shares of the Company’s common stock were as follows:
| For | Against | Abstentions | |||||||
| 28,808,483 | 0 | 0 | |||||||
Item 8.01. Other Events.
See Item 5.07.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Amendment to Amended and Restated Certificate of Incorporation of Nebula Acquisition Corporation, dated January 9, 2020 |
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 Clammer | |
Name: Adam Clammer Title: Co-Chief Executive Officer |
Date: January 9, 2020