Item 8.01. Other Events.
On
Additionally, as previously announced and described in Nebula's definitive proxy
statement dated
The deadline for Nebula's public stockholders to exercise their redemption
rights in connection with the extension has been postponed to
A copy of the Press Release issued by the
Important Information and Where to Find It
In connection with the transactions (the "Proposed Transactions") contemplated
by the Business Combination Agreement, Nebula filed a definitive proxy statement
(the "Proxy Statement") with the
Participants in the Solicitation
Nebula, the Company and their respective directors and certain of their
respective executive officers and other members of management and employees may
be considered participants in the solicitation of proxies with respect to the
Proposed Transactions. Information about the directors and executive officers of
Nebula is set forth in the Proxy Statement and other relevant materials to be
filed with 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 Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Nebula 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 of 1933, as amended.
2 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
estimates and forecasts of revenue and other financial and performance metrics,
projections of market opportunity and expectations, timing of various business
milestones, and projected business model and related assumptions; Nebula's
ability to consummate a transaction with the Company; Nebula's ability to obtain
the financing necessary to consummate the Proposed Transactions; and the
expected timing of completion of the Proposed Transactions. 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, financial, legal, political and business conditions and changes in
domestic and foreign markets; the potential effects of COVID-19; the outcome of
judicial proceedings to which the Company is, or may become a party; 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, including the risk that any required regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined company; the risk that the approval of the
stockholders and warrantholders of Nebula for the Proposed Transactions is not
obtained; failure to realize the anticipated benefits of the Proposed
Transactions, including as a result of a delay in consummating the Proposed
Transaction or difficulty in, or costs associated with, integrating the
businesses of Nebula and the Company; the amount of redemption requests made by
Nebula's stockholders; the occurrence of events that may give rise to a right of
one or both of Nebula and the Company to terminate the Business Combination
Agreement; risks related to the rollout of the Company's business and the timing
of expected business milestones; changes in the assumptions underlying the
Company's expectations regarding its future business or business model; the
availability of capital; the effects of competition on the Company's future
business; 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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 99.1 Press Release datedJune 1, 2020 . 3
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