CUSIP
No. 629070103
1.
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|
Names
of Reporting Persons
Nebula
Caravel Holdings, LLC
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2.
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|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC
Use Only
|
4.
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|
Citizenship
or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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|
5.
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|
Sole
Voting Power
6,775,000 (1)(2)
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|
6.
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Shared
Voting Power
0
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7.
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|
Sole
Dispositive Power
6,775,000 (1)(2)
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8.
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Shared
Dispositive Power
0
|
9.
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|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,775,000 (1)(2)
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below. ☐
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11.
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|
Percent
of Class Represented by Amount in Row (9)
19.7%(1)(2)(3)
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12.
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|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
629070103
1.
|
|
Names
of Reporting Persons
True
Wind Capital II, L.P.
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC
Use Only
|
4.
|
|
Citizenship
or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
5.
|
|
Sole
Voting Power
0
|
|
6.
|
|
Shared
Voting Power
6,775,000(1)(2)
|
|
7.
|
|
Sole
Dispositive Power
0
|
|
8.
|
|
Shared
Dispositive Power
6,775,000(1)(2)
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,775,000 (1)(2)
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below. ☐
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
19.7%(1)(2)(3)
|
12.
|
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
629070103
1.
|
|
Names
of Reporting Persons
True
Wind Capital II-A, L.P.
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC
Use Only
|
4.
|
|
Citizenship
or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
5.
|
|
Sole
Voting Power
0
|
|
6.
|
|
Shared
Voting Power
6,775,000(1)(2)
|
|
7.
|
|
Sole
Dispositive Power
0
|
|
8.
|
|
Shared
Dispositive Power
6,775,000(1)(2)
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,775,000 (1)(2)
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below. ☐
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
19.7%(1)(2)(3)
|
12.
|
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
629070103
1.
|
|
Names
of Reporting Persons
True
Wind Capital GP II, LLC
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC
Use Only
|
4.
|
|
Citizenship
or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
5.
|
|
Sole
Voting Power
0
|
|
6.
|
|
Shared
Voting Power
6,775,000(1)(2)
|
|
7.
|
|
Sole
Dispositive Power
0
|
|
8.
|
|
Shared
Dispositive Power
6,775,000(1)(2)
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,775,000 (1)(2)
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below. ☐
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
19.7%(1)(2)(3)
|
12.
|
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
629070103
1.
|
|
Names
of Reporting Persons
Adam
H. Clammer
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC
Use Only
|
4.
|
|
Citizenship
or Place of Organization
United
States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
5.
|
|
Sole
Voting Power
0
|
|
6.
|
|
Shared
Voting Power
6,775,000 (1)(2)
|
|
7.
|
|
Sole
Dispositive Power
0
|
|
8.
|
|
Shared
Dispositive Power
6,775,000 (1)(2)
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,775,000 (1)(2)
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below. ☐
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
19.7%(1)(2)(3)
|
12.
|
|
Type
of Reporting Person (See Instructions)
IN
|
CUSIP
629070103
1.
|
|
Names
of Reporting Persons
James
H. Greene, Jr.
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC
Use Only
|
4.
|
|
Citizenship
or Place of Organization
United
States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
5.
|
|
Sole
Voting Power
0
|
|
6.
|
|
Shared
Voting Power
6,775,000 (1)(2)
|
|
7.
|
|
Sole
Dispositive Power
0
|
|
8.
|
|
Shared
Dispositive Power
6,775,000 (1)(2)
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,775,000 (1)(2)
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below. ☐
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
19.7%(1)(2)(3)
|
12.
|
|
Type
of Reporting Person (See Instructions)
IN
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|
(1)
|
See
Item 4. These are the Issuer’s shares of Class B common stock, which will automatically
convert into the Issuer’s shares of Class A common stock at the time of the Issuer’s
initial business combination and as more fully described under the heading “Description
of Securities-Founder Shares” in the Issuer’s registration statement on Form
S-1 (File No. 333-250804). Nebula Caravel Holdings, LLC is the record holder of the shares
reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively,
"True Wind Capital II") are the managing members of Nebula Caravel Holdings,
LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II,
LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have
or share beneficial ownership of the Class B Common Stock held directly by Nebula Caravel
Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares
other than to the extent of any pecuniary interest they may have therein, directly or
indirectly.
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(2)
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Excludes
5,166,667 shares which may be purchased by exercising warrants that are not presently
exercisable.
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(3)
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Based
on 27,500,000 shares of Class A common stock issued and outstanding as of December 11,
2020 as reported in the Issuer’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 17, 2020 and assuming the conversion of 6,875,000
shares of Class B common stock issued and outstanding as of December 11, 2020.
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Item 1(a).
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Name
of Issuer
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Nebula
Caravel Acquisition Corp. (the “Issuer”)
Item 1(b).
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Address
of the Issuer’s Principal Executive Offices
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Four
Embarcadero Center, Suite 2100
San Francisco, CA 94111
Item 2(a).
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Names
of Persons Filing
|
Nebula
Caravel Holdings, LLC, True Wind Capital II, L.P., True Wind Capital II-A, L.P., True Wind Capital GP II, LLC, Adam H. Clammer
and James H. Greene, Jr. (collectively, the “Reporting Persons”)
Item 2(b).
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Address
of the Principal Business Office, or if none, Residence:
|
Four
Embarcadero Center, Suite 2100
San Francisco, CA 94111
Each
of Nebula Caravel Holdings, LLC and True Wind Capital GP II, LLC is a Delaware limited liability company. Each of True Wind Capital
II, L.P. and True Wind Capital II-A, L.P. is a Delaware limited partnership. Each of Adam H. Clammer and James H. Greene, Jr.
is a citizen of the United States of America.
Item 2(d).
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Title
of Class of Securities
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Class
A common stock, $0.0001 par value per share.
The
shares of Class A common stock are the class of common stock of the Issuer registered pursuant to the Act. The Reporting Persons
own shares of Class B common stock. The shares of Class B common stock will automatically convert into shares of Class A common
stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one
basis, subject to certain adjustments. In the event that additional shares of Class A common stock, or equity-linked securities,
are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”)
and related to the closing of the Business Combination, the ratio at which the shares of Class B common stock shall convert into
shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common
stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class
A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted
bases, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares
of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding
any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any private placement-equivalent
warrants issued to Nebula Caravel Holdings, LLC or its affiliates upon conversion of loans made to the Issuer).
629070103
Item 3.
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If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
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☐
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(a)
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Broker or Dealer registered under Section 15 of the
Exchange Act.
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☐
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(b)
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Bank as defined in Section 3(a)(b) or the Exchange Act.
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☐
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(c)
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Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
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☐
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(d)
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Investment company registered under Section 8 of the
Investment Company Act.
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☐
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(e)
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An Investment adviser in accordance with Rule 13d-1
(b)(1)(ii)(e).
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☐
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(f)
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An employee benefit plan or endowment fund in accordance
with Rule 13d 1(b)(1)(ii)(f).
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☐
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(g)
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A Parent Holding Company or control person in accordance
with Rule 13d 1(b)(1)(ii)(g).
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☐
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(h)
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A Savings Association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
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☐
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(i)
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A Church Plan that is excluded from the definition of
an investment company under Section 3 (c)(14) of the Investment Company Act.
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☐
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(j)
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Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
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Not
applicable
The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
As
of December 31, 2020, the Reporting Persons may be deemed to beneficially own 6,775,000 of the Issuer’s shares of Class B
common stock, representing 19.7% of the total shares of Class A common stock issued and outstanding and assuming the conversion
of all the issued and outstanding shares of Class B common stock of the Issuer. The shares of Class B common stock are automatically
convertible into the Issuer’s shares of Class A common stock at the time of the Issuer’s Business Combination
on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder
Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-250804).
The
percentage of the shares of Class B common stock held by the Reporting Persons is based on 27,500,000 shares of Class A common
stock issued and outstanding as of December 11, 2020 as reported in the Issuer’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 17, 2020 and assuming the conversion of all 6,875,000 shares of Class B common
stock issued and outstanding as of December 11, 2020.
Nebula
Caravel Holdings, LLC is the record holder of the shares reported herein. True Wind Capital II, L.P. and True Wind Capital II-A,
L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and
Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they
may be deemed to have or share beneficial ownership of the Class B Common Stock held directly by Nebula Caravel Holdings, LLC.
Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest
they may have therein, directly or indirectly.
Item 5.
|
Ownership
of Five Percent or Less of a Class
|
Not
Applicable
Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person
|
Not
Applicable
Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the
Parent
Holding Company or Control Person
|
Not
Applicable
Item 8.
|
Identification
and Classification of Members of the Group
|
Not
Applicable
Item 9.
|
Notice
of Dissolution of Group
|
Not
Applicable
Not
Applicable
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
DATE: February 16,
2021
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NEBULA
CARAVEL HOLDINGS, LLC,
a
Delaware limited liability company
|
|
|
|
By:
|
True
Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P. and True Wind Capital II-A, L.P., managing members
of Nebula Caravel Holdings, LLC
|
|
By:
|
/s/
Adam H. Clammer
|
|
Name:
|
Adam
H. Clammer
|
|
Title:
|
Managing
Member
|
|
TRUE
WIND CAPITAL II, L.P.,
a
Delaware limited partnership
|
|
|
|
By:
|
True
Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P.
|
|
By:
|
/s/
Adam H. Clammer
|
|
Name:
|
Adam
H. Clammer
|
|
Title:
|
Managing
Member
|
|
TRUE
WIND CAPITAL II-A, L.P.,
a
Delaware limited partnership
|
|
|
|
By:
|
True
Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P.
|
|
By:
|
/s/
Adam H. Clammer
|
|
Name:
|
Adam
H. Clammer
|
|
Title:
|
Managing
Member
|
|
TRUE
WIND CAPITAL GP II, LLC,
a Delaware limited liability company
|
|
|
|
|
By:
|
/s/ Adam
H. Clammer
|
|
Name:
|
Adam
H. Clammer
|
|
Title:
|
Managing
Member
|
|
By:
|
/s/ Adam
H. Clammer
|
|
Name:
|
Adam
H. Clammer
|
|
|
|
|
By:
|
/s/ James
H. Greene, Jr.
|
|
Name:
|
James
H. Greene, Jr.
|
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing
on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares
of Class A common stock, $0.0001 par value per share, of Nebula Caravel Acquisition Corp., and further agree that this Joint Filing
Agreement shall be included as an exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any
amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided,
however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such
party knows or has reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the
same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of February 16, 2021.
|
NEBULA
CARAVEL HOLDINGS, LLC,
a
Delaware limited liability company
|
|
|
|
By:
|
True
Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P. and True Wind Capital II-A, L.P., managing members
of Nebula Caravel Holdings, LLC
|
|
By:
|
/s/
Adam H. Clammer
|
|
Name:
|
Adam
H. Clammer
|
|
Title:
|
Managing
Member
|
|
TRUE
WIND CAPITAL II, L.P.,
a
Delaware limited partnership
|
|
|
|
By:
|
True
Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P.
|
|
By:
|
/s/
Adam H. Clammer
|
|
Name:
|
Adam
H. Clammer
|
|
Title:
|
Managing
Member
|
|
TRUE
WIND CAPITAL II-A, L.P.,
a
Delaware limited partnership
|
|
|
|
By:
|
True
Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P.
|
|
By:
|
/s/
Adam H. Clammer
|
|
Name:
|
Adam
H. Clammer
|
|
Title:
|
Managing
Member
|
|
TRUE
WIND CAPITAL GP II, LLC,
a Delaware limited liability company
|
|
|
|
|
By:
|
/s/ Adam
H. Clammer
|
|
Name:
|
Adam
H. Clammer
|
|
Title:
|
Managing
Member
|
|
By:
|
/s/ Adam
H. Clammer
|
|
Name:
|
Adam
H. Clammer
|
|
|
|
|
By:
|
/s/ James
H. Greene, Jr.
|
|
Name:
|
James
H. Greene, Jr.
|
12