☐ Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
PROXY
STATEMENT
The special meeting (the “special
meeting”) of stockholders of Nebula Acquisition Corporation (“Nebula,” “Company,” “we,”
“us” or “our”), a Delaware corporation, will be held on January 9,
2020 at 11:00 a.m, local time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New
York, New York 10166 to consider and vote upon the following proposals:
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a proposal to amend (the “Charter Amendment”) Nebula’s amended and restated certificate of incorporation (the “charter”) to extend the date by which Nebula has to consummate a business combination (the “Extension”) for an additional five months, from January 12, 2020 to June 12, 2020 (the “Extended Date”); and
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a proposal to direct (the “Adjournment Proposal”) the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the foregoing proposal.
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The Charter Amendment is essential to the overall
implementation of our board of director’s (the “Board”) plan to extend the date that Nebula has to complete a
business combination. The purpose of the Charter Amendment is to allow Nebula more time to complete an initial business combination.
While we are currently in discussions with respect to several business combination opportunities, the Board currently believes
that there will not be sufficient time before January 12, 2020 to complete a business combination. Accordingly, the Board believes
that in order to be able to consummate an initial business combination we will need to obtain the Extension. Therefore, the Board
has determined that it is in the best interests of our stockholders to extend the date that Nebula has to consummate a business
combination to the Extended Date in order that our stockholders have the opportunity to participate in this investment. If Nebula
does not enter into a definitive agreement for a business combination prior to February 12, 2020, or if such agreement is subsequently
terminated, then Nebula will cease all operations except for the purpose of winding up and as promptly as reasonably possible but
not more than ten business days thereafter, redeem 100% of the public shares with the aggregate amount then on deposit in the trust
account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise
and income taxes (less up to $500,000 of interest released to us for working capital purposes and $100,000 of interest to pay dissolution
expenses). In the event that Nebula enters into a definitive agreement for a business combination prior to the special meeting,
Nebula will issue a press release and file a Form 8-K with the Securities and Exchange Commission announcing the proposed business
combination.
The affirmative vote of at least sixty-five
percent (65%) of the outstanding shares of our common stock, voting together as a single class, is required to approve the Charter
Amendment. Approval of the proposal to direct the chairman of the special meeting to adjourn the special meeting requires the affirmative
vote of the majority of the shares present in person or by proxy at the special meeting and voting on the proposal.
Holders (“public stockholders”)
of shares of Nebula’s common stock (“public shares”) sold in Nebula’s initial public offering may elect
to redeem their shares for their pro rata portion of the funds available in the trust account in connection with the Charter
Amendment (the “Election”) regardless of whether such public stockholders vote “FOR” or “AGAINST”
the Charter Amendment and an Election can also be made by public stockholders who do not vote, or do not instruct their broker
or bank how to vote, at the special meeting. Public stockholders may make an Election regardless of whether such public stockholders
were holders as of the record date. In addition, regardless of whether public stockholders vote “FOR” or “AGAINST”
the Charter Amendment, or do not vote, or do not instruct their broker or bank how to vote, at the special meeting, if the Charter
Amendment is approved by the requisite vote of stockholders (and not abandoned), the remaining public stockholders will retain
their right to redeem their public shares for their pro rata portion of the funds available in the trust account upon consummation
of the business combination when it is submitted to the stockholders.
The withdrawal of funds from the trust account
in connection with the Election will reduce the amount held in the trust account following the redemption, and the amount remaining
in the trust account may be significantly reduced from the approximately $281.9 million that was in the trust account as of September
30, 2019. In such event, Nebula may need to obtain additional funds to complete a business combination and there can be no assurance
that such funds will be available on terms acceptable to the parties or at all.
If the Charter Amendment is (i) not approved
and we do not consummate a business combination by January 12, 2020, in accordance with our charter, (ii) approved and we do not
file such amendment to our charter, or (iii) approved and we file such amendment to our charter but we do not enter into a definitive
agreement for a business combination by February, 12, 2020 or such agreement is subsequently terminated, we will (a) cease all
operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter,
redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay
our franchise and income taxes (less up to $500,000 of interest released to us for working capital purposes and $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law.
Prior to the IPO, Nebula’s initial
stockholders waived their rights to participate in any liquidation distribution with respect to their shares of Class B common
stock, par value $0.0001 per share, which were acquired by them prior to the IPO (the “founder shares”). As a consequence
of such waivers, a liquidating distribution will be made only with respect to the public shares. There will be no distribution
from the trust account with respect to Nebula’s warrants, which will expire worthless in the event we wind up.
To protect amounts held in the trust account,
our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent
auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering
into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such
lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions
in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any
claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims
under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under
the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor
will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether
our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities
of our company. We have not asked our sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you
that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the
trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per
public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser
amount per share in connection with any redemption of your public shares. None of our officers will indemnify us for claims by
third parties including, without limitation, claims by vendors and prospective target businesses.
Under the Delaware General Corporation Law
(the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions
received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of 100% of our outstanding public shares in the event we do not complete our initial business combination within the required time
period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set
forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day
notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation
may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders,
any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro
rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after
the third anniversary of the dissolution.
However, because we will not be complying
with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that
will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the
subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations will
be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors
(such as lawyers, investment bankers, etc.) or prospective target businesses.
Approval of the Charter Amendment proposal
will constitute consent for Nebula to instruct the trustee to (i) remove from the trust account an amount (the “Withdrawal
Amount”) equal to the pro rata portion of funds available in the trust account relating to the redeemed public shares
and (ii) deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder
of such funds shall remain in the trust account and be available for use by Nebula to complete a business combination on or before
the Extended Date. Holders of public shares who do not redeem their public shares now, will retain their redemption rights and
their ability to vote on a business combination through the Extended Date if the Charter Amendment is approved.
The record date for the special meeting
is December 3, 2019. Record holders of Nebula common stock at the close of business on the record date are entitled to vote or
have their votes cast at the special meeting. On the record date, there were 27,500,000 shares of Nebula Class A common stock,
par value $0.0001 per share, and 6,875,000 shares of Nebula Class B common stock, par value $0.0001 per share, issued and outstanding,
respectively. Nebula’s warrants do not have voting rights.
This proxy statement contains important
information about the special meeting and the proposals. Please read it carefully and vote your shares.
This proxy statement is dated December 11, 2019
and is first being mailed to stockholders on or about December 12, 2019.
TABLE
OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING
These Questions and Answers are only summaries
of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully
the entire document, including the annexes to this proxy statement.
Q. Why am I receiving this proxy statement?
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A. This proxy statement and the accompanying materials are
being sent to you in connection with the solicitation of proxies by the Board, for use at the special meeting of
stockholders to be held on Thursday, January 9, 2020 at 11:00 a.m., local time, at the offices of Greenberg Traurig,
LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166, or at any adjournments or
postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on
the proposals to be considered at the special meeting.
Nebula is a blank check company formed for the purpose of entering
into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses. In January 2018, Nebula consummated its IPO from which it derived gross proceeds of $275
million, including proceeds from the exercise of the underwriters’ over-allotment option. Like most blank check companies,
our charter provides for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO
if no qualifying business combinations are consummated on or before a certain date (in our case, January 12, 2020). The Board believes
that it is in the best interests of the stockholders to continue Nebula’s existence until the Extended Date in order to allow
Nebula more time to complete such business combination and is submitting this proposal to the stockholders to vote upon. In addition,
we are proposing a measure to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates,
if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting,
there are not sufficient votes to approve the foregoing proposal.
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Q. What is being voted on?
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A. You are being asked to vote on:
● a
proposal to amend Nebula’s charter to extend the date by which Nebula has to consummate a business combination to the Extended
Date; and
● a
proposal to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are
not sufficient votes to approve the foregoing proposal.
The Charter Amendment proposal is essential to the overall implementation
of the Board’s plan to extend the date that Nebula has to complete a business combination. Approval of the Charter Amendment
is a condition to the implementation of the Extension.
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If the Extension is implemented, the stockholders’ approval of the Charter Amendment proposal will constitute consent for Nebula to remove the Withdrawal Amount from the trust account, deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for Nebula’s use in connection with consummating a business combination on or before the Extended Date.
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If the Charter Amendment proposal is approved and the Extension
is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount
held in the trust account following the Election. Nebula cannot predict the amount that will remain in the trust account if the
Charter Amendment proposal is approved; and the amount remaining in the trust account may be significantly reduced from the approximately
$281.9 million that was in the trust account as of September 30, 2019. In such event, Nebula may need to obtain additional funds
to complete a business combination and there can be no assurance that such funds will be available on terms acceptable to the parties
or at all. If we have not entered into a definitive agreement for a business combination by February 12, 2020,
or if such agreement is subsequently terminated, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned
on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $500,000
of interest released to us for working capital purposes and $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board, dissolve and
liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law.
If the Charter Amendment proposal is not approved and we have
not consummated a business combination by January 12, 2020, or if the Charter Amendment proposal is approved and we have not consummated
a business combination by the Extended Date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds
held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $500,000 of interest
released to us for working capital purposes and $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and the Board, dissolve and liquidate,
subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.
Nebula’s initial stockholders have waived their rights
to participate in any liquidation distribution with respect to their founder shares. There will be no distribution from the trust
account with respect to our warrants, which will expire worthless in the event we wind up. Nebula will pay the costs of liquidation
from its remaining assets held outside of the trust account.
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Q. Why is the Company proposing the Charter Amendment proposal?
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A. Nebula’s charter provides for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if no qualifying business combination is consummated on or before January 12, 2020. Accordingly, the trust agreement provides for the trustee to liquidate the trust account and distribute to each public stockholder its pro rata share of such funds if a qualifying business combination is not consummated on or before such date provided in Nebula’s charter. As we explain below, Nebula will not be able to complete a business combination by that date. We are asking for an extension of this timeframe in order to complete an initial business combination.
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Because Nebula will not be able to conclude a business combination
within the permitted time period, Nebula has determined to seek stockholder approval to extend the date by which Nebula has to
complete a business combination.
Nebula believes that given Nebula’s expenditure of time,
effort and money on finding a business combination, circumstances warrant providing public stockholders an opportunity to consider
a business combination. Accordingly, the Board is proposing the Charter Amendment to extend Nebula’s corporate existence.
You are not being asked to vote on a business combination
at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote
on any proposed business combination when it is submitted to stockholders and the right to redeem your public shares for a pro
rata portion of the trust account in the event such business combination is approved and completed or the Company has not consummated
a business combination by the Extended Date.
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Q. Why should I vote for the Charter Amendment?
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A. The Board believes stockholders should have an opportunity to evaluate an initial business combination with
one or more of the targets with which Nebula is in discussions. Accordingly, the Board is proposing the Charter Amendment to extend
the date by which Nebula has to complete a business combination until the Extended Date provided Nebula has entered into a definitive
agreement for a business combination by February 12, 2020 and to allow for the Election.
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The affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of common stock, voting together as a single class, is required to effect an amendment to Nebula’s charter that would extend its corporate existence beyond January 12, 2020. Additionally, Nebula’s charter requires that all public stockholders have an opportunity to redeem their public shares in the case Nebula’s corporate existence is extended. We believe that this charter provision was included to protect Nebula’s stockholders from having to sustain their investments for an unreasonably long period if Nebula failed to find a suitable business combination in the timeframe contemplated by the charter. Given Nebula’s expenditure of time, effort and money on the potential business combinations with the targets it has identified, circumstances warrant providing those who would like to consider whether a potential business combination with one or more of such targets is an attractive investment with an opportunity to consider such transaction, inasmuch as Nebula is also affording stockholders who wish to redeem their public shares the opportunity to do so, as required under its charter. Accordingly, we believe the Extension is consistent with Nebula’s charter and IPO prospectus.
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Q. How do the Nebula insiders intend to vote their shares?
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A. All of Nebula’s directors, executive officers and their
respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned
by them) in favor of the Charter Amendment proposal and the Adjournment Proposal.
Nebula’s directors, executive officers and their respective
affiliates are not entitled to redeem their founder shares. With respect to shares purchased in the open market by Nebula’s
directors, executive officers and their respective affiliates, such public shares may be redeemed. On the record date, Nebula’s
directors, executive officers and their affiliates beneficially owned and were entitled to vote 6,875,000 founder shares, representing
approximately 20% of Nebula’s issued and outstanding common stock. Nebula’s directors, executive officers and their
affiliates did not beneficially own any public shares as of such date.
Nebula’s directors, executive officers and their affiliates
may choose to buy public shares in the open market and/or through negotiated private purchases. In the event that purchases do
occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Charter Amendment
proposal. Any public shares held by affiliates of Nebula may be voted in favor of the Charter Amendment proposal.
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Q. What vote is required to approve each of the proposals?
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A. Approval of the Charter Amendment will require the affirmative vote of holders of at least sixty-five percent (65%) of Nebula’s outstanding common stock on the record date, voting together as a single class. Approval of the proposal to direct the chairman of the special meeting to adjourn the special meeting requires the affirmative vote of the majority of the shares present in person or by proxy at the special meeting and voting on the proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the approval of the Adjournment Proposal. With respect to the Charter Amendment proposal, abstentions and broker non-votes will have the same effect as “AGAINST” votes.
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Q. What if I don’t want to vote for the Charter Amendment proposal?
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A. If you do not want the Charter Amendment to be approved, you must abstain, not vote, or vote against the proposal. If the Charter Amendment is approved, and the Extension is implemented, the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming public stockholders.
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Q. Will you seek any further extensions to liquidate the trust account?
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A. Other than the extension until the Extended Date as described in this proxy statement, Nebula does not currently
anticipate seeking any further extension to consummate a business combination. Nebula has provided that all holders of public shares,
including those who vote for the Charter Amendment, may elect to redeem their public shares into their pro rata portion
of the trust account and should receive the funds shortly after the stockholder meeting which is scheduled for January 9, 2020.
Those holders of public shares who elect not to redeem their shares now shall retain redemption rights with respect to future business
combinations, or, if Nebula does not enter into a definitive agreement for a business combination by February 12, 2020, such agreement
is terminated or Nebula does not consummate a business combination by the Extended Date, such holders shall be entitled to their
pro rata portion of the trust account on such date.
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Q. What happens if the Charter Amendment is not approved?
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A. If the Charter Amendment is not approved and we have not
consummated a business combination by January 12, 2020, we will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned
on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $500,000
of interest released to us for working capital purposes and $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board, dissolve and
liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law.
Nebula’s initial stockholders waived their rights to participate
in any liquidation distribution with respect to their founder shares. There will be no distribution from the trust account with
respect to our warrants which will expire worthless in the event we wind up. Nebula will pay the costs of liquidation from its
remaining assets held outside of the trust account, which it believes are sufficient for such purposes.
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Q. If the Charter Amendment proposal is approved, what happens next?
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A. Nebula will continue its efforts to execute a definitive
agreement for a business combination with one or more targets by February 12, 2020.
If Nebula executes such an agreement, we will seek to complete
the business combination by the Extended Date, which will involve:
● completing
proxy materials;
● establishing
a meeting date and record date for considering a proposed business combination and distributing proxy materials to stockholders;
and
● holding
a special meeting to consider such proposed business combination.
If such agreement is terminated at any time prior to the Extended
Date, Nebula will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
and not previously released to us to pay our franchise and income taxes (less up to $500,000 of interest released to us for working
capital purposes and $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and the Board, dissolve and liquidate, subject (in the case of (ii) and (iii)
above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Nebula is seeking approval of the Charter Amendment because
Nebula will not be able to complete all of the above listed tasks prior to January 12, 2020.
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Upon approval of the Charter Amendment proposal by holders of
at least sixty-five percent (65%) of the common stock outstanding as of the record date, voting together as a single class, Nebula
will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A hereto.
Nebula will remain a reporting company under the Securities Exchange Act of 1934 and its units, common stock and warrants will
remain publicly traded.
If the Charter Amendment proposal is approved, the removal of
the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and increase the percentage
interest of Nebula’s common stock held by Nebula’s directors and officers through the founder shares.
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If the Charter Amendment proposal is approved, but
(a) Nebula does not enter into a definitive agreement for a business combination by February 12, 2020, (b) the definitive agreement
for a business combination is terminated or (c) Nebula does not consummate a business combination by the Extended Date, we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released
to us to pay our franchise and income taxes (less up to $500,000 of interest released to us for working capital purposes and $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and the Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Nebula’s initial stockholders waived their rights to participate
in any liquidation distribution with respect to their founder shares. There will be no distribution from the trust account with
respect to our warrants which will expire worthless in the event we wind up. Nebula will pay the costs of liquidation from its
remaining assets held outside of the trust account, which it believes are sufficient for such purposes.
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Q. Would I still be able to exercise my redemption rights if I vote against the proposed business combination?
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A. Unless you elect to redeem all of your shares, you will be able to vote on any proposed business combination when it is submitted to stockholders. If you disagree with the business combination, you will retain your right to redeem your public shares upon consummation of a business combination in connection with the stockholder vote to approve the business combination, subject to any limitations set forth in Nebula’s charter.
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Q. How do I change my vote?
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A. If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Morrow Sodali LLC, Nebula’s proxy solicitor, prior to the date of the special meeting or by voting in person at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to: Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902.
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Q. How are votes counted?
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A. Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. The Charter Amendment proposal must be approved by the affirmative vote of at least sixty-five percent (65%) of the outstanding shares as of the record date of Nebula’s common stock, voting together as a single class. The Adjournment Proposal must be approved by the affirmative vote of at least a majority of the shares of common stock present (in person or by proxy) at the special meeting and voting on such proposal.
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With respect to the Charter Amendment proposal, abstentions and broker non-votes will have the same effect as “AGAINST” votes. The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal. If your shares are held by your broker as your nominee (that is, in “street name”), you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange applicable to member brokerage firms. These rules provide that for routine matters your broker has the discretion to vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes.
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Q. If my shares are held in “street name,” will my broker automatically vote them for me?
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A. With respect to the Charter Amendment proposal and the Adjournment Proposal, your broker can vote your shares only if you provide them with instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions.
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Q. What is a quorum requirement?
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A. A quorum of stockholders is necessary to hold a valid meeting.
A quorum will be present with regard to each of the Charter Amendment and the Adjournment Proposal if at least a majority of the
outstanding shares of common stock on the record date are represented by stockholders present at the meeting or by proxy.
Your shares will be counted towards the quorum only if you submit
a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the special
meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of
the special meeting may adjourn the special meeting to another date.
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Q. Who can vote at the special meeting?
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A. Only holders of record of Nebula’s common stock at
the close of business on December 3, 2019, the record date, are entitled to have their vote counted at the special meeting and
any adjournments or postponements thereof. On the record date, 27,500,000 shares of Class A common stock and 6,875,000 shares of
Class B common stock, were outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name.
If on the record date your shares were registered directly in your name with Nebula’s transfer agent, American Stock Transfer
& Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the special meeting
or vote by proxy. Whether or not you plan to attend the special meeting in person, we urge you to fill out and return the enclosed
proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker
or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank,
dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these
proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker
or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you
are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain
a valid proxy from your broker or other agent.
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Q. How does the Board recommend I vote?
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A. After careful consideration of the terms and conditions of these proposals, the Board has determined that the Charter Amendment is fair to and in the best interests of Nebula and its stockholders. The Board recommends that Nebula’s stockholders vote “FOR” the Charter Amendment. In addition, the Board recommends that you vote “FOR” the Adjournment Proposal.
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Q. What interests do the Company’s directors and officers have in the approval of the proposals?
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A. Nebula’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of founder shares and warrants that may become exercisable in the future, committed loans by them, that if drawn upon, will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Charter Amendment Proposal—Interests of Nebula’s Directors and Officers.”
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Q. What if I object to the Charter Amendment? Do I have appraisal rights?
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A. If you do not want the Charter Amendment to be approved, you must vote against the proposal, abstain from voting or refrain from voting. If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption rights in connection with any future business combination Nebula proposes. You will still be entitled to make the Election if you vote against, abstain or do not vote on the Charter Amendment. In addition, public stockholders who do not make the Election would be entitled to redemption if the Company has not completed a business combination by the Extended Date. Nebula stockholders do not have appraisal rights in connection with the Charter Amendment under the DGCL.
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Q. What happens to the Nebula warrants if the Charter Amendment is not approved?
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A. If the Charter Amendment is not approved and we have not consummated a business combination by January 12, 2020, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $500,000 of interest released to us for working capital purposes and $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up.
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Q. What happens to the Nebula warrants if the Charter Amendment is approved?
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A. If the Charter Amendment proposal is
approved, Nebula will continue to attempt to execute a definitive agreement for a business combination, and if successful,
will attempt to complete such business combination by the Extended Date, and will retain the blank check company restrictions
previously applicable to it. The warrants will remain outstanding in accordance with their terms and will become exercisable
30 days after the completion of a business combination. The warrants will expire at 5:00 p.m., New York City time, five years
after the completion of the initial business combination or earlier upon redemption or liquidation. However, if the Charter
Amendment is approved but we do not enter into a definitive agreement for a business combination by February 12, 2020 or such
agreement is subsequently terminated, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less
up to $500,000 of interest released to us for working capital purposes and $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining stockholders and the Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be
no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind
up.
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Q. What do I need to do now?
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A. Nebula urges you to read carefully and consider the information contained in this proxy statement, including the annex, and to consider how the proposals will affect you as a Nebula stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.
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Q. How do I vote?
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A. If you are a holder of record of Nebula common stock, you
may vote in person at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend the
special meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing,
signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend
the special meeting and vote in person if you have already voted by proxy.
If your shares of Nebula common stock are held in “street
name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your
account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not
vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent.
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Q. How do I redeem my shares of Nebula common stock?
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A. If the Extension is implemented, each public stockholder
may seek to redeem such stockholder’s public shares for its pro rata portion of the funds available in the trust account,
including interest (which interest shall be net of taxes payable and working capital amounts released to us). You will also be
able to redeem your public shares in connection with any stockholder vote to approve a proposed business combination, or if the
Company has not consummated a business combination by the Extended Date.
In connection with tendering your shares for redemption, you
must elect either to physically tender your share certificates to American Stock Transfer & Trust Company, the Company’s
transfer agent, at American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, New York 11219, Attn: Felix
Orihuela, Forihuela@astfinancial.com, at least two business days prior to the special meeting or to deliver your shares to the
transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election
would likely be determined based on the manner in which you hold your shares.
Certificates that have not been tendered in accordance with
these procedures at least two business days prior to the special meeting will not be redeemed for cash. In the event that a public
stockholder tenders its shares and decides prior to the special meeting that it does not want to redeem its shares, the stockholder
may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the special meeting
not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make
such request by contacting our transfer agent at the address listed above.
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Q. What should I do if I receive more than one set of voting materials?
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A. You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Nebula shares.
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Q. Who is paying for this proxy solicitation?
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A. Nebula will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
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Q. Who can help answer my questions?
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A. If you have questions, you may write or call Nebula’s
proxy solicitor:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: NEBU.info@investor.morrowsodali.com
You may also obtain additional information about the Company
from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
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FORWARD-LOOKING STATEMENTS
This proxy statement and the documents to
which we refer you in this proxy statement contain “forward-looking statements” as that term is defined by the Private
Securities Litigation Reform Act of 1995, which we refer to as the Act, and the federal securities laws. Any statements that do
not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking
statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,”
“expect,” “intend,” “should,” “may” and other similar expressions, although not
all forward-looking statements contain these identifying words. There can be no assurance that actual results will not materially
differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate
a business combination, and any other statements that are not statements of current or historical facts. These forward-looking
statements are based on information available to the Company as of the date of the proxy materials and current expectations, forecasts
and assumptions and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon
as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking
statements to reflect events or circumstances after the date they were made.
These forward-looking statements involve
a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to
differ include:
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the ability of the Company to effect the Charter Amendment or consummate a business combination;
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unanticipated delays in the distribution of the funds from the trust account;
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claims by third parties against the trust account; or
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the ability of the Company to finance and consummate a business combination.
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You should carefully consider these risks,
in addition to the risk factors set forth in our other filings with the SEC, including the final prospectus related to our IPO
dated January 9, 2018 (Registration No. 333-222137) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
The documents we file with the SEC, including those referred to above, also discuss some of the risks that could cause actual results
to differ from those contained or implied in the forward-looking statements. See “Where You Can Find More Information”
for additional information about our filings.
BACKGROUND
Nebula
We are a Delaware company incorporated on
October 2, 2017 for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities.
On January 12, 2018, we consummated our
IPO of 27,500,000 units, including the exercise of 2,500,000 units of the underwriters’ overallotment option, with each unit
consisting of one share of Class A common stock and one-third of one warrant. Each whole warrant entitles the holder to purchase
one share of Class A common stock at a price of $11.50. The units were sold at an offering price of $10.00 per unit, generating
gross proceeds of $275,000,000. On January 12, 2018, simultaneously with the consummation of the IPO, we completed the private
sale (the “Private Placement”) of 5,000,000 warrants (the “Private Placement Warrants”) at a purchase price
of $1.50 per Private Placement Warrant, to the Company’s sponsor, Nebula Holdings, LLC (our “sponsor”), generating
gross proceeds to the Company of $7,500,000.
The units began trading on January 10, 2018
on the NASDAQ Stock Market under the symbol “NEBUU.” Commencing on March 2, 2018 the securities comprising the units
began separate trading. The units, common stock and warrants are trading on the NASDAQ Stock Market under the symbols “NEBUU,”
“NEBU,” and “NEBUW,” respectively.
On October 16, 2017, our sponsor purchased
7,187,500 founder shares of Class B common stock for an aggregate price of $25,000. The founder shares are identical to the Class
A common stock included in the units sold in our IPO except that the founder shares automatically convert into shares of Class
A common stock at the time of our initial business combination and are subject to certain transfer restrictions. Holders of founder
shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject
to adjustment, at any time. The sponsor agreed to forfeit up to 937,500 founder shares to the extent that the over-allotment option
was not exercised in full by the underwriters so that the founder shares will represent 20% of our issued and outstanding shares
after our IPO. In December 2017, the sponsor transferred 25,000 founder shares to each of our then independent directors, at the
original per share purchase price. Also in January 2018, another 25,000 founder shares were transferred to one of our independent
directors. On January 12, 2018, we were advised by the underwriters’ that it had elected to exercise a portion of the over-allotment
option for 2,500,000 additional units for additional gross proceeds of $25 million. The partial exercise resulted in a reduction
of 312,500 shares of Class B common stock subject to forfeiture held by the sponsor.
The mailing address of Nebula’s principal
executive office is Nebula Acquisition Corporation, Four Embarcadero Center, Suite 2350, San Francisco, CA 94111, and its telephone
number is (513) 618-7161.
The Potential Business Combination
Nebula is currently in discussions with
multiple targets to complete a business combination that would qualify as an initial business combination under its charter. In
the event that Nebula enters into a definitive agreement for a business combination prior to the special meeting, Nebula will issue
a press release and file a Form 8-K with the Securities and Exchange Commission announcing the proposed business combination.
You are not being asked to vote on a
business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will
retain the right to vote on any proposed business combination if and when it is submitted to stockholders and the right to redeem
your public shares for a pro rata portion of the trust account in the event such business combination is approved and completed
or the Company has not consummated a business combination by the Extended Date.
The Special Meeting
Date, Time and Place. The
special meeting of Nebula’s stockholders will be held on January 9, 2020 at 11:00 a.m., local time, at the offices of
Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166.
Voting Power; Record Date. You will
be entitled to vote or direct votes to be cast at the special meeting, if you owned shares of Nebula’s common stock at the
close of business on December 3, 2019, the record date for the special meeting. You will have one vote per proposal for each share
you owned at that time. Nebula’s warrants do not carry voting rights.
Votes Required. The affirmative vote
of at least sixty-five percent (65%) of the outstanding shares of our common stock, voting together as a single class, is required
to approve the Charter Amendment. The Adjournment Proposal must be approved by the affirmative vote of at least a majority of the
shares of common stock present (in person or by proxy) at the special meeting and voting on such proposal. If you do not vote (i.e.,
you “abstain” from voting on a proposal), your action will have the effect of a vote against the Charter Amendment
and no effect on the Adjournment Proposal. Likewise, abstentions and broker non-votes will have the effect of a vote against the
Charter Amendment and no effect on the Adjournment Proposal.
At the close of business on the record date,
there were 27,500,000 shares of Class A common stock and 6,875,000 shares of Class B common stock outstanding, each of which entitles
its holder to cast one vote per proposal.
If you do not want the Charter Amendment
to be approved, you should vote against the proposal or abstain from voting on the proposal. If you want to obtain your pro
rata portion of the trust account in the event the Extension is implemented, which will be paid shortly after the special meeting
scheduled for January 9, 2020, you must demand redemption of your shares. Holders of public shares may redeem their public shares
regardless of whether they vote for or against the Charter Amendment, abstain or do not vote.
Proxies; Board Solicitation. Your
proxy is being solicited by the Board on the proposals being presented to stockholders at the special meeting to approve the Charter
Amendment and the Adjournment Proposal. No recommendation is being made as to whether you should elect to redeem your shares. Proxies
may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person
at the special meeting.
Nebula has retained Morrow Sodali LLC to
aid in the solicitation of proxies. Morrow Sodali LLC will receive a fee of $25,000, as well as reimbursement
for certain costs and out-of-pocket expenses incurred by them in connection with their services, all of which will be paid by Nebula.
In addition, officers and directors of Nebula may solicit proxies by mail, telephone, facsimile, and personal interview, for which
no additional compensation will be paid, though they may be reimbursed for their out-of-pocket expenses. Nebula will bear the cost
of preparing, assembling and mailing the enclosed form of proxy, this proxy statement and other material which may be sent to stockholders
in connection with this solicitation. Nebula may reimburse brokerage firms and other nominee holders for their reasonable expenses
in sending proxies and proxy material to the beneficial owners of our shares.
THE CHARTER AMENDMENT PROPOSAL
Charter Amendment Proposal
Nebula is proposing to amend its charter
to extend the date by which Nebula has to consummate a business combination from January 12, 2020 to the Extended Date.
The Charter Amendment is essential to the
overall implementation of the Board’s plan to allow Nebula more time to complete a business combination. Approval of the
Charter Amendment is a condition to the implementation of the Extension.
If the Charter Amendment proposal is (i) not
approved and we have not consummated a business combination by January 12, 2020, (ii) approved and we do not file such amendment
to our charter, or (iii) approved and we file such amendment to our charter but we do not enter into a definitive agreement for
a business combination by February 12, 2020 or such agreement is subsequently terminated, we will (a) cease all operations except
for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100%
of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise
and income taxes (less up to $500,000 of interest released to us for working capital purposes and $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
(c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the
Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect
to our warrants which will expire worthless in the event we wind up.
A copy of the proposed amendment to the
charter of Nebula is attached to this proxy statement as Annex A.
Reasons for the Proposal
Nebula’s charter provides that Nebula
has until January 12, 2020 to consummate a business combination. While we are currently in discussions with respect to several
business combination opportunities, the Board currently believes that there will not be sufficient time before January 12, 2020
to complete a business combination. The affirmative vote of the holders of at least sixty-five percent (65%) of all outstanding
shares of common stock, voting together as a single class, is required to extend Nebula’s corporate existence, except in
connection with, and effective upon consummation of, a business combination. Additionally, Nebula’s IPO prospectus and charter
provide for all public stockholders to have an opportunity to redeem their public shares in the case Nebula’s corporate existence
is extended as described above. Because Nebula continues to believe that a business combination would be in the best interests
of Nebula’s stockholders, and because Nebula will not be able to conclude a business combination within the permitted time
period, Nebula has determined to seek stockholder approval to extend the date by which Nebula has to complete a business combination
beyond January 12, 2020 to the Extended Date.
We believe that the foregoing charter provisions
were included to protect Nebula stockholders from having to sustain their investments for an unreasonably long period, if Nebula
failed to find a suitable business combination in the timeframe contemplated by the charter. We also believe, however, that given
Nebula’s expenditure of time, effort and money on the potential business combinations with the targets it has identified,
circumstances warrant providing those who would like to consider whether such potential business combinations are attractive investments
with an opportunity to consider such transactions, inasmuch as Nebula is also affording stockholders who wish to redeem their public
shares the opportunity to do so, as required under its charter. Accordingly, the Extension is consistent with Nebula’s charter
and IPO prospectus.
If the Charter Amendment Proposal Is Not Approved
If the Charter Amendment proposal is not
approved and we have not consummated a business combination by January 12, 2020, we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the
outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income
taxes (less up to $500,000 of interest released to us for working capital purposes and $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the
Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.
Nebula’s initial stockholders have
waived their rights to participate in any liquidation distribution with respect to their founder shares. There will be no distribution
from the trust account with respect to Nebula’s warrants which will expire worthless in the event we wind up. Nebula will
pay the costs of liquidation from its remaining assets held outside of the trust account.
If the Charter Amendment proposal is not
approved, the Company will not effect the Extension, and in the event the Company does not complete a business combination on or
before January 12, 2020, the trust account will be liquidated and distributed to the public stockholders on a pro rata basis
as described above.
If the Charter Amendment Proposal Is Approved
If the Charter Amendment proposal is approved,
Nebula will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A
hereto. Nebula will remain a reporting company under the Securities Exchange Act of 1934 and its units, common stock and warrants
will remain publicly traded. Nebula will then continue to work to complete a business combination by the Extended Date. However,
if the Charter Amendment proposal is approved but we do not enter into a definitive agreement for a business combination by February
12, 2020, or such agreement is subsequently terminated, we will cease all operations and dissolve in accordance with the process
described below.
If the Charter Amendment proposal is approved,
but Nebula does not consummate a business combination by the Extended Date, or the Charter Amendment proposal is approved but we
do not enter into a definitive agreement for a business combination by February 12, 2020 or such agreement is subsequently terminated,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not
previously released to us to pay our franchise and income taxes (less up to $500,000 of interest released to us for working capital
purposes and $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which
redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and the Board, dissolve and liquidate, subject (in the case of (ii) and (iii)
above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Nebula’s initial stockholders waived
their rights to participate in any liquidation distribution with respect to their founder shares. There will be no distribution
from the trust account with respect to our warrants which will expire worthless in the event we wind up. Nebula will pay the costs
of liquidation from its remaining assets held outside of the trust account, which it believes are sufficient for such purposes.
You are not being asked to vote on a
business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will
retain the right to vote on any proposed business combination when it is submitted to stockholders and the right to redeem your
public shares for a pro rata portion of the trust account in the event such business combination is approved and completed
or the Company has not consummated a business combination by the Extended Date.
If the Charter Amendment proposal is approved,
and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will
reduce the amount held in the trust account and Nebula’s net asset value. Nebula cannot predict the amount that will remain
in the trust account if the Charter Amendment proposal is approved; and the amount remaining in the trust account may be significantly
reduced from the approximately $281.9 million that was in the trust account as of September 30, 2019.
Redemption Rights
If the Charter Amendment proposal is approved,
the Company will provide the public stockholders making the Election, the opportunity to receive, at the time the Charter Amendment
becomes effective, and in exchange for the surrender of their shares, a pro rata portion of the funds available in the trust
account, including interest (which interest shall be net of taxes payable and working capital amounts released to us). You will
also be able to redeem your public shares in connection with any stockholder vote to approve a proposed business combination, or
if the Company has not consummated a business combination by the Extended Date.
TO DEMAND REDEMPTION, PRIOR TO 5:00
P.M. EASTERN TIME ON JANUARY 7, 2020 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY
TENDER YOUR SHARE CERTIFICATES TO OUR TRANSFER AGENT OR TO DELIVER YOUR SHARES TO OUR TRANSFER AGENT ELECTRONICALLY USING
DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES
WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.
In connection with tendering your shares
for redemption, you must elect either to physically tender your stock certificates to American Stock Transfer & Trust Company,
the Company’s transfer agent, at American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, New
York 11219, Attn: Felix Orihuela, Forihuela@astfinancial.com, prior to the vote for the Charter Amendment or to deliver your shares
to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System,
which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic
delivery prior to the vote at the special meeting ensures that a redeeming holder’s election is irrevocable once the Charter
Amendment are approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender
their shares after the vote at the special meeting.
Through the DWAC system, this electronic
delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street
name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering
shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker
and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering
them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine
whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally
allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this
process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders
will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system.
Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their
shares before exercising their redemption rights and thus will be unable to redeem their shares.
Certificates that have not been tendered
in accordance with these procedures prior to the vote for the Charter Amendment will not be redeemed for a pro rata portion
of the funds held in the trust account. In the event that a public stockholder tenders its shares and decides prior to the vote
at the special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your
shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your shares, you
may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our
transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Charter Amendment is
not approved or is abandoned, these shares will not be redeemed and the physical certificates representing these shares will be
returned to the stockholder promptly following the determination that the Charter Amendment will not be approved or will be abandoned.
The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the
Charter Amendment would receive payment of the redemption price for such shares soon after the completion of the Charter Amendment.
The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for
cash or returned to such stockholders.
If properly demanded, the Company will
redeem each public share for a pro rata portion of the funds available in the trust account, less any franchise and income
taxes owed on such funds but not yet paid, calculated as of two days prior to the filing of the amendment to the charter. Based
on funds in the trust account of approximately $281.9 million on September 30, 2019, the Company anticipates that the per-share
price at which public shares will be redeemed from cash held in the trust account will be approximately $10.23 at the time of
the special meeting. The closing price of Nebula’s common stock on December 10, 2019 was $10.25. Accordingly, if the market
price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder
receiving $0.02 less for each share than if such stockholder sold the shares in the open market.
If you exercise your redemption rights,
you will be exchanging your shares of common stock for cash and will no longer own the shares. You will be entitled to receive
cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer
agent at least two business days prior to the special meeting. If the Charter Amendment is not approved or if it is abandoned,
these shares will be returned promptly following the special meeting as described above.
Possible Claims Against and Impairment of the Trust Account
To protect amounts held in the trust account,
our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent
auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering
into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such
lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions
in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any
claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims
under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under
the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor
will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether
our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities
of our company. We have not asked our sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you
that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the
trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per
public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser
amount per share in connection with any redemption of your public shares. None of our officers will indemnify us for claims by
third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the trust
account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as
of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount
of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether
to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent
directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible
that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such
legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors
determine that a favorable outcome is not likely. We have not asked our sponsor to reserve for such indemnification obligations
and we cannot assure you that our sponsor would be able to satisfy those obligations. Accordingly, we cannot assure you that due
to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.
Required Vote
Approval of the Charter Amendment proposal requires
the affirmative vote of holders of at least sixty-five percent (65%) of Nebula’s common stock outstanding on the record date,
voting together as a single class. If the Charter Amendment proposal is (i) not approved and Nebula is unable to complete a business
combination on or before January 12, 2020, (ii) approved and Nebula does not file such amendment to its charter, or (iii) approved
and Nebula files such amendment to its charter, but Nebula does not enter into a definitive agreement for a business combination
by February 12, 2020 or such agreement is subsequently terminated, it will be required by its charter to (a) cease all operations
except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem
100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our
franchise and income taxes (less up to $500,000 of interest released to us for working capital purposes and $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law.
All of Nebula’s directors, executive
officers and their affiliates are expected to vote any common stock owned by them in favor of the Charter Amendment. On the record
date, directors and executive officers of Nebula and their affiliates beneficially owned and were entitled to vote 6,875,000 shares
of common stock representing approximately 20% of Nebula’s issued and outstanding common stock.
In addition, Nebula’s directors, executive
officers and their affiliates may choose to buy shares of Nebula’s public common stock in the open market and/or through
negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders
who would otherwise have voted against the Charter Amendment proposal and elected to redeem their shares for a portion of the trust
account. Any shares of common stock held by affiliates will be voted in favor of the Charter Amendment proposal.
Interests of Nebula’s Directors and Officers
When you consider the recommendation of
the Board, you should keep in mind that Nebula’s executive officers and members of the Board have interests that may be different
from, or in addition to, your interests as a stockholder. These interests include, among other things:
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If the Charter Amendment is not approved and we do not consummate a business combination by January 12,
2020 as contemplated by our IPO prospectus and in accordance with our charter, the 6,875,000 shares of Class B common stock held
by Nebula officers, directors and affiliates, which were acquired prior to the IPO for an aggregate purchase price of approximately
$25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 5,000,000 warrants
that were acquired simultaneously with the IPO and over-allotment by our sponsor for an aggregate purchase price of $7,500,000,
which will expire. Such common stock and warrants had an aggregate market value of approximately $74,368,750 based on the last
sale price of Nebula’s Class A common stock and warrants of $10.25 and $0.78, respectively, on Nasdaq on December 10,
2019;
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In connection with the IPO, our sponsor agreed that it will
be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target
businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold
to the Company;
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All rights specified in Nebula’s charter relating
to the right of officers and directors to be indemnified by Nebula, and of Nebula’s officers and directors to be exculpated
from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the business combination
is not approved, or the Charter Amendment is approved, but we do not enter into a definitive agreement for a business combination
by February 12, 2020 or such agreement is subsequently terminated, and Nebula liquidates, Nebula will not be able to perform its
obligations to its officers and directors under those provisions;
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None of Nebula’s executive officers or directors has received
any cash compensation for services rendered to Nebula. All of the current members of Nebula’s board of directors are expected
to continue to serve as directors at least through the date of the special meeting and may continue to serve following any potential
business combination and receive compensation thereafter; and
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Nebula’s officers, directors, initial stockholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Nebula’s behalf, such as identifying and investigating possible business targets and business combinations. These individuals have negotiated the repayment of any such expenses upon completion of Nebula’s initial business combination. However, if Nebula fails to obtain the Extension and consummate a business combination, they will not have any claim against the trust account for reimbursement. Accordingly, Nebula will most likely not be able to reimburse these expenses if the proposed business combination is not completed.
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The Board’s Reasons for the Charter Amendment Proposal
and Its Recommendation
As discussed below, after careful consideration
of all relevant factors, the Board has determined that the Charter Amendment proposal is fair to, and in the best interests of,
Nebula and its stockholders. The Board has approved and declared advisable adoption of the Charter Amendment proposal, and recommends
that you vote “FOR” such adoption. The Board expresses no opinion as to whether you should redeem your public shares.
We are a Delaware company incorporated on
October 2, 2017 for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities. On January 12, 2018, we consummated
our IPO of 27,500,000 units, including the exercise of 2,500,000 units of the underwriters’ overallotment option, with each
unit consisting of one share of Class A common stock and one-third of one warrant. Each whole warrant entitles the holder to purchase
one share of Class A common stock at a price of $11.50. The units were sold at an offering price of $10.00 per unit, generating
gross proceeds of $275,000,000. On January 12, 2018, simultaneously with the consummation of the IPO, we completed the Private
Placement of 5,000,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, to our sponsor, generating
gross proceeds to the Company of $7,500,000.
Nebula’s IPO prospectus and charter
provide that Nebula has until January 12, 2020 to consummate a business combination. While we are currently in discussions with
respect to several business combination opportunities, our board currently believes that there will not be sufficient time before
January 12, 2020 to complete a business combination. The affirmative vote of the holders of at least sixty-five percent (65%) of
all outstanding shares of common stock, voting together as a single class, is required to extend Nebula’s corporate existence,
except in connection with, and effective upon consummation of, a business combination. Additionally, Nebula’s IPO prospectus
and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case Nebula’s
corporate existence is extended as described above. Because Nebula continues to believe that a business combination would be in
the best interests of Nebula’s stockholders, and because Nebula will not be able to conclude a business combination within
the permitted time period, Nebula has determined to seek stockholder approval to extend the date by which Nebula has to complete
a business combination beyond January 12, 2020 to the Extended Date.
Nebula is not asking you to vote on a business
combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the
right to vote on any proposed business combination when it is submitted to stockholders and the right to redeem your public shares
for a pro rata portion of the trust account in the event such business combination is approved and completed or the Company
has not consummated a business combination by the Extended Date, or in the event the Company does not enter into a definitive agreement
for a business combination by February 12, 2020, or if such agreement is subsequently terminated.
The affirmative vote of the holders of at
least sixty-five percent (65%) of all then outstanding shares of common stock, voting together as a single class, is required to
effect an amendment to Nebula’s charter that would extend its corporate existence beyond January 12, 2020, except in connection
with, and effective upon consummation of, a business combination. Additionally, Nebula’s charter requires that all public
stockholders have an opportunity to redeem their public shares in the case Nebula’s corporate existence is extended as described
above. We believe that these charter provisions were included to protect Nebula’s stockholders from having to sustain their
investments for an unreasonably long period, if Nebula failed to find a suitable business combination in the timeframe contemplated
by the charter. We also believe, however, that given Nebula’s expenditure of time, effort and money on the potential business
combinations with the targets it has identified, circumstances warrant providing those who would like to consider whether such
potential business combinations are attractive investments with an opportunity to consider such transactions, inasmuch as Nebula
is also affording stockholders who wish to redeem their public shares the opportunity to do so, as required under its charter.
Accordingly, the Extension is consistent with Nebula’s charter and IPO prospectus.
After careful consideration of all relevant
factors, the Board determined that the Charter Amendment is fair to and in the best interests of Nebula and its stockholders.
The Board of Directors recommends that
you vote “FOR” the Charter Amendment proposal. The Board of Directors expresses no opinion as to whether you should
redeem your public shares.
THE ADJOURNMENT PROPOSAL
The Adjournment Proposal, if adopted, will
request the chairman of the special meeting (who has agreed to act accordingly) to adjourn the special meeting to a later date
or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the
event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve the Charter Amendment
proposal. If the Adjournment Proposal is not approved by our stockholders, the chairman of the meeting will not exercise his ability
to adjourn the special meeting to a later date (which he would otherwise have under our Amended and Restated Certificate of Incorporation)
in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve any of
the Charter Amendment proposal.
Required Vote
If a majority of the shares present in person
or by proxy and voting on the matter at the special meeting vote for the Adjournment Proposal, the chairman of the special meeting
will exercise his or her power to adjourn the meeting as set out above.
All of Nebula’s directors, executive
officers and their affiliates are expected to vote any shares owned by them in favor of the Adjournment Proposal. On the record
date, directors and executive officers of Nebula and their affiliates beneficially owned and were entitled to vote 6,875,000 shares
of common stock representing approximately 20% of Nebula’s issued and outstanding shares of common stock.
Recommendation of the Board
The Board recommends that you vote “FOR”
the Adjournment Proposal.