NEBULA ACQUISITION CORP : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Change in Directors or Principal Officers (form 8-K)

Item 3.01.   Notice of Delisting or Failure to Satisfy a Continued Listing Rule

              or Standard; Transfer of Listing.

Frank Kern, a member of the Board of Directors (the "Board") of Nebula Acquisition Corporation (the "Company"), died unexpectedly on March 2, 2020. Mr. Kern also served as an independent member of the Compensation Committee of the Board.

On March 4, 2020, the Company notified the Nasdaq Stock Market ("Nasdaq") of Mr. Kern's death. As a result of Mr. Kern's death, the Company is temporarily not in compliance with the continued listing requirements as set forth in Nasdaq Listing Rules 5605(b)(1) and 5605(d)(2)(A) regarding the composition of the Board and its Compensation Committee, respectively, because a majority of the Board is not comprised of independent directors and the Compensation Committee is not comprised of at least two independent directors. The Company has determined to rely on the cure periods set forth in Listing Rules 5605(b)(1)(A) and 5605(d)(4) of the Nasdaq Listing Rules with respect to the composition of the Board and its Compensation Committee, respectively.

On March 6, 2020, the Company received a response letter from Nasdaq acknowledging the Company's non-compliance with Nasdaq Listing Rule 5605. The Nasdaq letter further provided that consistent with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(d)(4), Nasdaq will provide the Company with a cure period in order to regain compliance until the earlier to occur of (i) its next annual stockholders meeting or March 2, 2021; or (ii) if the next annual shareholders' meeting is held before August 31, 2020, then the Company must evidence compliance no later than August 31, 2020.

The Company expects to regain compliance with Nasdaq Listing Rule 5605 prior to the expiration of the cure period provided by Nasdaq.

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

The information set forth in Item 3.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.

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