NEBULA ACQUISITION CORPORATION Item 5.07. Submission of Matters to a Vote of Security Holders.
Special Meeting of Stockholders to Approve Business Combination
On
Present at the Stockholder Meeting were holders of 29,086,234 shares of Nebula's
common stock (the "Common Stock") in person or by proxy, representing 84.61% of
the voting power of the Common Stock as of
At the Stockholder Meeting, Nebula's stockholders approved the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, and the 2020 Plan Proposal, in each case as defined and described in greater detail in the Proxy Statement.
The approval of the Business Combination Proposal and the Charter Amendment Proposals required the affirmative vote of the holders of at least a majority of all then outstanding shares of the Common Stock represented in person or by proxy and entitled to vote thereon at the Stockholder Meeting. The approval of the Nasdaq Proposal and the 2020 Plan Proposal required the affirmative vote of the holders of a majority of the shares of the Common Stock represented in person or by proxy and voted thereon at the Stockholder Meeting. The Stockholder Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to Nebula's stockholders as the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, and the 2020 Plan Proposal each received a sufficient number of votes for approval.
Set forth below are the final voting results for the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, and the 2020 Plan Proposal;
Business Combination Proposal
The Business Combination Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For Against Abstentions
26,637,670 2,080,547 368,017
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Charter Amendment Proposals
The Charter Amendment Proposals were approved. The voting results of the shares of the Common Stock for each of the sub-proposals were as follows:
(a) To increase the number of authorized shares of common stock of ParentCo, par
value $0.0001 per share, from 111,000,000 to 550,000,000 and the number of
authorized shares of ParentCo's preferred stock, par value $0.0001 per share,
from 1,000,000 to 10,000,000:
For Against Abstentions
26,637,663 2,080,554 368,017
(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
(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:
For Against Abstentions
24,637,529 4,080,688 368,017
Nasdaq Proposal
The Nasdaq Proposal was approved. The voting results of the shares of the Common
Stock were 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
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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
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
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
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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
Important Information and Where to Find It
In connection with the Proposed Transactions, Nebula filed the Proxy Statement
with the
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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
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