UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only
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(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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NEBULA ACQUISITION CORPORATION
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.
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Nebula Acquisition
Corporation, a Delaware corporation (“Nebula”), is in advanced discussions with a potential target company and expects
to announce a deal shortly to acquire a high-growth, profitable financial technology business in the lending enablement and risk
analytics space. The target company provides advanced analytics and risk-based pricing solutions to lenders through its technology
platform; the platform leverages extensive proprietary data to help lenders better predict loan performance. The company is currently
owned by the founders, management, and a number of other minority investors, including a prominent US-based growth equity firm.
Nebula believes that the company’s financial profile is compelling: consistent EBITDA margins exceeding 50% and revenue growth
above 30% for fiscal year 2018 and 2017.
The total enterprise
value of the proposed transaction is anticipated to be approximately $1.3 billion, representing a multiple of 2020 expected EBITDA
that is less than 13.0x. Nebula believes the anticipated valuation at consummation of the transaction will represent a meaningful
discount to relevant public comparable multiples in the financial technology and data analytics sectors.
The seller and Nebula
are working toward entering into a definitive agreement for the transaction. Nebula also has commitments for a significant amount of the
financing necessary to effectuate the transaction. Notably, True Wind Capital has committed meaningful equity from its private
equity fund in support of the deal and management is expected to roll approximately 70% of their current ownership.
Completion of the transaction
is subject to, among other things, the negotiation and execution of a definitive agreement providing for the transaction, satisfaction
of the closing conditions included therein and approval of the transaction by Nebula’s stockholders. Accordingly, there can
be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated.
Nebula has mailed to
its stockholders of record as of December 3, 2019, a definitive proxy statement for a special meeting of stockholders to approve
an extension of time for Nebula to complete an initial business combination through June 12, 2020. Currently, Nebula anticipates
publicly-announcing the deal before the extension vote on January 9, 2020. If Nebula does not enter into a definitive agreement
for an initial business combination by February 12, 2020 or if such agreement is subsequently terminated, Nebula will promptly
redeem all of the public shares for their pro rata portion of the funds available in the trust account established in connection
with Nebula’s initial public offering.
Advisors
Deutsche Bank Securities,
Inc. AG and Goldman Sachs & Co. LLC are acting as capital markets advisors, financial advisors, and private placement agents,
and Greenberg Traurig, LLP is acting as legal counsel to Nebula as part of the transaction.
About Nebula Acquisition Corporation
Nebula Acquisition
Corporation, sponsored by True Wind Capital and led by Adam H. Clammer and James H. Greene, Jr., is a blank check company formed
for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses in the technology industry.
About True Wind Capital
True Wind Capital is
a San Francisco-based private equity firm focused on investing in leading technology companies in the lower middle-market and middle-market
with a broad mandate including software, IT services, internet, semiconductors, industrial technology, and hardware. True Wind
Capital is a value-added partner, providing support and expertise that is rooted in its teams’ 75+ years of collective investing
experience. Mr. Adam H. Clammer and Mr. James H. Greene, Jr., are also the founding partners of True Wind Capital.
Important Information and Where to Find
It
If a legally binding
definitive agreement is entered into, a full description of the terms of the transaction will be provided in a proxy statement
for the stockholders of Nebula (the “Proxy Statement”), to be filed with the SEC. Nebula urges investors, stockholders
and other interested persons to read, when available, the preliminary Proxy Statement as well as other documents filed with the
SEC because these documents will contain important information about Nebula, the potential target company and the transaction.
The definitive Proxy Statement will be mailed to shareholders of Nebula as of a record date to be established for voting on the
proposed transaction. Stockholders will also be able to obtain a copy of the Proxy Statement, without charge, by directing a request
to: Nebula Acquisition Corporation, Four Embarcadero Center, Suite 2350, San Francisco, CA 94111. The preliminary and definitive
Proxy Statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Nebula and its directors
and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction
described herein under the rules of the SEC. Information about the directors and executive officers of Nebula is set forth in Nebula’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on February 15, 2019. Information
regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection
with the potential transaction will be set forth in the Proxy Statement when it is filed with the SEC. These documents can be obtained
free of charge from the sources indicated above.
Non-Solicitation
The disclosure herein
is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Nebula,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a definitive document.
Forward-Looking Statements
The disclosure herein
includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied
by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue
and other financial and performance metrics and projections of market opportunity and expectations, Nebula’s ability to enter
into definitive agreements or consummate a transaction with the potential target company and Nebula’s ability to obtain the
financing necessary to consummate the potential transaction. These statements are based on various assumptions and on the current
expectations of Nebula’s management and are not predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Nebula and the potential
target company. These forward looking statements are subject to a number of risks and uncertainties, including Nebula’s ability
to enter into definitive agreements or consummate a transaction with the potential target company; the risk that the approval of
the stockholders of Nebula for the potential transaction is not obtained; failure to realize the anticipated benefits of the potential
transaction, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses
of Nebula and the potential target company; the amount of redemption requests made by Nebula’s stockholders; those factors
discussed in Nebula’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 under the heading “Risk
Factors,” and other documents of Nebula filed, or to be filed, with the SEC. If the risks materialize or assumptions prove
incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that Nebula presently does not know or that Nebula currently believes are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Nebula’s
expectations, plans or forecasts of future events and views as of the date of this disclosure statement. Nebula anticipates that
subsequent events and developments will cause Nebula’s assessments to change. However, while Nebula may elect to update these
forward-looking statements at some point in the future, Nebula specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing Nebula’s assessments as of any date subsequent to the date of this disclosure
statement. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Non-GAAP Financial Measure and Related
Information
The disclosure herein
references EBITDA and EBITDA margin, which are financial measures that are not prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”). These non-GAAP financial measures do not have a standardized meaning, and the definition
of EBITDA used by the Company may be different from other, similarly named non-GAAP measures used by others operating in the Company’s
industry. In addition, such financial information is unaudited and/or does not conform to SEC Regulation S-X and as a result such
information may be presented differently in future filings by the Company with the SEC.
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