Item 1.01. Entry into a Material Definitive Agreement
Business Combination Agreement Amendment
On
The Amendment amends the Business Combination Agreement to (i) waive the
provisions in the Business Combination Agreement that require Nebula to commence
a tender offer for the public NAC Warrants, (ii) provide that Nebula shall seek
the approval of the holders of the public NAC Warrants, at a meeting of the
holders of the public NAC Warrants, to amend the terms of the Warrant Agreement,
dated
The Amendment is attached hereto as Exhibit 2.2 and incorporated herein by
reference. The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment filed with this Current
Report on Form 8-K. For a detailed discussion of the Business Combination
Agreement, see Nebula's Current Report on Form 8-K, filed with the
Founder Support Agreement Amendment
On
The Founder Support Agreement Amendment is attached hereto as Exhibit 10.2 and incorporated herein by reference. The foregoing description of the Founder Support Agreement Amendment is qualified in its entirety by reference to the full text of the Founder Support Agreement Amendment filed with this Current Report on Form 8-K. For the full text of the Founder Support Agreement Amendment, see Exhibit 10.1 to the January 8-K, which is incorporated by reference as Exhibit 10.1 hereto.
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Additional Information
In connection with the proposed Business Combination, Nebula intends to file
with the
Participants in the Solicitation
Nebula, the Company and their respective directors and executive officers may be
considered participants in the solicitation of proxies with respect to the
proposed Business Combination under the rules of the
Non-Solicitation
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 Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Nebula, ParentCo 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.
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, Nebula's ability to consummate the potential Business Combination with the Company. 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 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, political and business conditions, the continuing spread of COVID-19 (also known as novel coronavirus or coronavirus disease 2019), applicable taxes, inflation, interest rates and
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the regulatory environment, the outcome of judicial proceedings to which the
Company is, or may become a party, the inability of the parties to enter into
definitive agreements or consummate the proposed Business Combination; the risk
that the approval of the stockholders of Nebula for the potential Business
Combination is not obtained; failure to realize the anticipated benefits of the
potential Business Combination, including as a result of a delay in consummating
the potential Business Combination or difficulty in integrating the businesses
of Nebula and the Company; the amount of redemption requests made by Nebula's
stockholders; those factors discussed in Nebula's Annual Report on Form 10-K for
the fiscal year ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 2.1 Business Combination Agreement, dated as ofJanuary 5, 2020 , by and among Nebula, Blocker, Blocker Holder, ParentCo,Merger Sub LLC ,Merger Sub Corp , the Company, andShareholder Representative Services LLC , as the Securityholder Representative (incorporated by reference to Exhibit 2.1 to Nebula's Current Report on Form 8-K filedJanuary 6, 2020 ) (the "Business Combination Agreement"). 2.2 Amendment No. 1 and Waiver, dated as ofMarch 18, 2020 , to the Business Combination Agreement by and among Nebula, Blocker, Blocker Holder, ParentCo,Merger Sub LLC ,Merger Sub Corp , the Company, andShareholder Representative Services LLC , as the Securityholder Representative. 4.1 Warrant Agreement, datedJanuary 9, 2018 , between Nebula andAmerican Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 to Nebula's Current Report on Form 8-K filedJanuary 16, 2018 ). 10.1 Founder Support Agreement, dated as ofJanuary 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 andRonald Lamb (incorporated by reference to Exhibit 10.1 to Nebula's Current Report on Form 8-K filedJanuary 6, 2020 ) (the "Founder Support Agreement"). 10.2 Amendment No. 1, dated as ofMarch 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 andRonald Lamb . 4
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