Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank or other nominee. If your shares are held in street name, and you wish to attend the Annual Meeting and vote at the Annual Meeting, you must bring to the Annual Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

What happens if I do not indicate how to vote my proxy?

If you sign your proxy card without providing further instructions, your shares will be voted “FOR” all the director nominees and “FOR” the ratification of Withum to serve as our independent registered public accounting firm.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to meet legal requirements.

Where do I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting.

Who bears the cost of soliciting proxies?

The Company will bearrecord date for the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through its directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers will not receive any special remuneration for these efforts.

Who are the sponsors of the Company?

References throughout this proxy statement to our “sponsor” are to Nebula Holdings, LLC, a Delaware limited liability company.

Who can help answer my questions?

You can contact Rufina Adams, our Chief Financial Officer and Secretary, at (513) 618-7161 or by sending a letter to Ms. Adams at the offices of the Company at Four Embarcadero Center, Suite 2350, San Francisco, California 94111 with any questions about the proposals described in this proxy statement or how to execute your vote.

THE ANNUAL MEETING

We are furnishing this proxy statement to you as a stockholdermeeting is December 3, 2019. Record holders of Nebula Acquisition Corporation as part of the solicitation of proxies by our Board for usecommon stock at our Annual Meeting to be held on Wednesday, December 18, 2019, or any adjournment or postponement thereof.

Date, Time, Place and Purpose of the Annual Meeting

The Annual Meeting will be held at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, on Wednesday, December 18, 2019, at 4:00 p.m., local time. You are cordially invited to attend the Annual Meeting, at which stockholders will be asked to consider and vote upon the following proposals, which are more fully described in this proxy statement:

•        To elect two directors to serve as Class I directors on the Board until the 2022 annual meeting of stockholders or until their successors are elected and qualified; and

•        To ratify the selection by our audit committee of Withum to serve as our independent registered public accounting firm for the year ending December 31, 2019.

Record Date, Voting and Quorum

Our Board fixed the close of business on November 15, 2019, as the Record Date for the determination of holders of our outstanding common stockrecord date are entitled to notice of and to vote on all matters presentedor have their votes cast at the Annual Meeting. As ofspecial meeting. On the record date, there were 27,500,000shares27,500,000 shares of the Company’sNebula Class A common stock, par value $0.0001 per share, and 6,875,000shares6,875,000 shares of the Company’sNebula 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 entitledthe proposals. Please read it carefully and vote your shares.

This proxy statement is dated December 11, 2019 and is first being mailed to vote. Eachstockholders 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.

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:

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 entitlesfor an aggregate price of $25,000. The founder shares are identical to the holder thereofClass 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 vote.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 holdersmailing address of 17,187,501shares of common stock entitled to vote, present in person or represented by proxy at the Annual Meeting, constitute a quorum.

Required Vote

The affirmative vote of a plurality of the votes cast at the Annual Meeting by the holders of common stock entitled to vote in the election directors is required to elect directors.

The approval of the proposal to ratify the selection of Withum as our independent registered public accounting firm requires the affirmative vote of a majority of the common stock present in person or represented by proxy and entitled to vote on this matter at the Annual Meeting.

Voting

You can vote your shares at the Annual Meeting by proxy or in person.

You can vote by proxy by having one or more individuals who will be at the Annual Meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the Annual Meeting is called voting “by proxy.”

If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.

If you complete the proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you will designate one of the Co-Chairmen and Co-Chief Executive Officers to act as your proxy at the Annual Meeting. One of them will then vote your shares at the Annual Meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) or postponement(s) of the Annual Meeting.

Alternatively, you can vote your shares in person by attending the Annual Meeting. You will be given a ballot at the Annual Meeting.

While we know of no other matters to be acted upon at this year’s Annual Meeting, it is possible that other matters may be presented at the Annual Meeting. If that happens and you have signed and not revoked a proxy card, your proxy will vote on such other matters in accordance with the best judgment of Mr. Clammer and/or Mr.Greene.

A special note for those who plan to attend the Annual Meeting and vote in person: if your shares are held in the name of a broker, bank or other nominee, you must bring a statement from your brokerage account or a letter from the person or entity in whose name the shares are registered indicating that you are the beneficial owner of those shares as of the record date. In addition, you will not be able to vote at the Annual Meeting unless you obtain a legal proxy from the record holder of your shares.

Our Board is asking for your proxy. Giving the Board your proxy means you authorize it to vote your shares at the Annual Meeting in the manner you direct. You may vote for or withhold your vote for each nominee or proposal or you may abstain from voting. All valid proxies received prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the election of each nominee for Director and “FOR” the ratification of the selection of Withum as our independent registered public accounting firm and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Annual Meeting.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our Chief Financial Officer, Rufina Adams, at (513) 618-7161.

Stockholders who hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the Annual Meeting.

Revocability of Proxies

Any proxy may be revoked by the person giving it at any time before the polls close at the Annual Meeting. A proxy may be revoked by filing with our Co-Chairmen and Co-Chief Executive Officers (Nebula Acquisition Corporation, Four Embarcadero Center, Suite 2350, San Francisco, California 94111) either (i) a written notice of revocation bearing a date later than the date of such proxy or (ii) a subsequent proxy relating to the same shares, or (iii) by attending the Annual Meeting and voting in person.

Simply attending the Annual Meeting will not constitute revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

Attendance at the Annual Meeting

Only holders of common stock, their proxy holders and guests we may invite may attend the Annual Meeting. If you wish to attend the Annual Meeting in person but you hold your shares through someone else, such as a broker, you must bring proof of your ownership and identification with a photo at the Annual Meeting. For example, you may bring an account statement showing that you beneficially owned shares of Nebula Acquisition Corporation as of the record date as acceptable proof of ownership. In addition, you must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

Solicitation of Proxies

The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Annual Meeting, will be borne by the Company. Some banks and brokers have customers who beneficially own common stock listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding shares of common stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly. The solicitation of proxies by mail may be supplemented by telephone and personal solicitation by officers, directors and other employees of the Company, but no additional compensation will be paid to such individuals.

No Right of Appraisal

Neither Delaware law nor our amended and restated certificate of incorporation provide for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Annual Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.

Other Business

We are not currently aware of any business to be acted upon at the Annual Meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Annual Meeting and with respect to any other matters which may properly come before the Annual Meeting. If other matters do properly come before the Annual Meeting, or at any adjournment(s) or postponement(s) of the Annual Meeting, we expect that shares of our common stock, represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our Board.

Principal Offices

OurNebula’s principal executive offices are located atoffice is Nebula Acquisition Corporation, Four Embarcadero Center, Suite 2350, San Francisco, California 94111. OurCA 94111, and its telephone number at such address is (513) 618-7161.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE618-7161.

Directors and Officers

The directorsPotential 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 executive officersfile 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 apro rata portion of the trust account in the event such business combination is approved and completed or the Company arehas 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 follows:

Adam H. Clammera 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., our Co-Chairmanyou “abstain” from voting on a proposal), Co-Chief Executive Officer,your action will have the effect of a vote against the Charter Amendment and a Director since inception, is a Founding Partner of True Wind Capital Management GP, LLC (“True Wind Capital”), a private equity fund manager focusedno effect on the technology industry, where he servesAdjournment Proposal. Likewise, abstentions and broker non-votes will have the effect of a vote against the Charter Amendment and no effect on the Investment CommitteeAdjournment Proposal.

At the close of business on the record date, there were 27,500,000 shares of Class A common stock and is responsible for all aspects6,875,000 shares of managingClass B common stock outstanding, each of which entitles its holder to cast one vote per proposal.

If you do not want the firm. PriorCharter Amendment to founding True Wind Capital in 2015, Mr.Clammer was with KKR, a global investment manager, which he joined in 1995. At KKR, Mr.Clammer co-founded and ledbe approved, you should vote against the Global Technology Groupproposal or abstain from 2004voting on the proposal. If you want to 2013, was a senior memberobtain yourpro rata portion of the Healthcare Group,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 participatedthe Adjournment Proposal. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in investments across multiple industries. He served on public company boards asperson or by telephone. If you grant a directorproxy, 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 AEP Industries (NASDAQ: AEPI),proxies. Morrow Sodali LLC will receive a manufacturerfee of flexible plastic packaging films, from 1999 to 2004, a director of Zhone Technologies (NASDAQ: ZHNE), a provider of communications network equipment, from 2002 to 2006, a director of MedCath (NASDAQ: MDTH), a cardiovascular services provider, from 2002 to 2008, a director of Jazz Pharmaceuticals (NASDAQ: JAZZ), a biopharmaceutical company, from 2004 to 2007, a director of Avago, now Broadcom (NASDAQ: AVGO), a designer of analog semiconductors, from 2005 to 2013, a director of NXP (NASDAQ: NXPI), a manufacturer of semiconductor chips, from 2007 to 2010, and a director of Eastman Kodak (NYSE: KODK), a provider of imaging products and services, from 2009 to 2011. Mr.Clammer served on several private company boards including Aricent, GoDaddy, and TASC among others,$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 memberbusiness combination from January 12, 2020 to the Extended Date.

The Charter Amendment is essential to the overall implementation of the operating committee of SunGard Data Systems. Mr.Clammer currently serves as ChairmanBoard’s plan to allow Nebula more time to complete a business combination. Approval of the Board of The Switch,Charter Amendment is a video solutions service provider, since 2016, as Chairmancondition to the implementation of the BoardExtension.

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 ARI Network Services,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 sales-focused software and marketing services provider, since 2017 and as a director of Pegasus Transtech (“Transflo”), a software and solutions providerper-share price, payable in cash, equal to the transportation industry, since 2017. Prior to joining KKR, Mr.Clammer workedaggregate amount then on deposit in the Mergers & Acquisitions group at Morgan Stanleytrust account, including interest earned on the funds held in New Yorkthe trust account and Hong Kong from 1992not previously released to 1995. He holds a B.S. in Business Administrationus 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 University of California, Berkeley and an M.B.A. from Harvard Business School, where he was a Baker Scholar. Mr.Clammer is well-qualified to serve on our Board due to his extensive investment, technology industry, and publicly-listed company experience.

James H. Greene, Jr., our Co-Chairman, Co-Chief Executive Officer, and a Director since inception, is a Founding Partner of True Wind Capital, a private equity fund manager focused on the technology industry, where he serves on the Investment Committee and is responsible for all aspects of managing the firm. Prior to founding True Wind Capital in 2015, Mr.Greene was with KKR, a global investment manager, which he joined in 1986. At KKR, Mr.Greene co-founded and the led Global Technology Group from 2004 to 2010. In 2010, he became head of the Global Industrial Group, a position he held until 2013. Mr.Greene was a Partner at KKR from 1993 until 2015 and played a key role in many of KKR’s most notable buyouts through the late 1980s and 1990s. He served on public company boards as a director of Safeway (NYSE: SWY), a grocery store chain, from 1987 to 2004, a director of Owens-Illinois (NYSE: OI), a glass container manufacturer, from 1987 to 2005, a director of RJR Nabisco (NYSE: NGH), an American food and tobacco conglomerate, from 1989 to 1995, a director of The Vons Company (NYSE: VON), a grocery store chain, from 1993 to 1997, a director of RELTEC (NASDAQ: RLT), a telecommunication systems manufacturer, from 1995 to 2000, a director of Accuride (NYSE: ACW), a provider of commercial vehicle components, from 1998 to 2007, a director of Zhone Technologies (NASDAQ: ZHNE), a provider of communications network equipment, from 1999 to 2010, a director of Shoppers Drug Mart (TSE: SC), a drug store chain, from 2000 to 2005, a director of Amphenol (NYSE: APH), a provider of electronic components, from 2003 to 2005, a director of Alliance HealthCare (NASDAQ: AIQ), a provider of outsourced healthcare services, from 2003 to 2006, a director of Avago, now known as Broadcom (NASDAQ: AVGO), a designer of analog semiconductors, from 2005 to 2010, and a director of Sun Microsystems (NASDAQ: JAVA), a provider of computer hardware

and software, from 2008 to 2010. Mr.Greene served on several private company boards including Capital Safety, Capsugel, SunGard Data Systems, TASC, and Tenovis, among others. Mr.Greene currently serves as a director and chairman of Pegasus Transtech (“Transflo”), a software and solutions provider to the transportation industry, since 2017, and a director of Western New York Energy, a provider of renewable energy and ethanol, since 2006. Prior to joining KKR, Mr.Greene spent 14 years in banking as a Vice President at Bankers Trust Company where he was involved with management buyout financings, merger and acquisition advisory assignments and other corporate finance activities. He graduated from the Wharton School, majoring in accounting, and holds a B.S. in Economics from the University of Pennsylvania. Mr.Greene is well-qualified to serve on our Board due to his extensive investment, banking, technology industry, and publicly-listed company experience.

Rufina A. Adams, our Chief Financial Officer since inception and our Director since November 2019, is True Wind Capital’s Chief Financial Officer and has the responsibility for all financial and regulatory reporting matters, in addition to the firm’s compliance and cybersecurity initiatives. She joined True Wind Capital as Controller in 2015. Prior to joining True Wind Capital, Mrs. Adams was the Controller at Discovery Digital Networks, or DDN, a multi-channel Internet television and digital cable network, where she managed the accounting department and its successful integration following its acquisition by Discovery Communications (NASDAQ:DISCA), a mass-media company, in 2012. In addition, Mrs. Adams handled the integration of accounting and operations for DDN’s early acquisitions. Prior to joining DDN in 2008, Mrs. Adams was a Senior Investment Accountant for The Blackstone Group (NYSE:BX), a private equity and asset manager from 2007 to 2008, in New York where she gained experience in private equity accounting and investor relations. Prior to joining the Blackstone Group, she was an Audit Senior for Deloitte and Touche in San Jose, CA from 2004 to 2006. Ms. Adams holds a B.S. in Accounting from Santa Clara University and is an inactive licensed CPA in the State of New York. Ms. Adams is well-qualified to serve on our Board due to her extensive accounting and publicly-listed company experience.

David Kerko, one of our Directors since January 2018, has been an Advisor to KKR since 2015. From 2010 to 2015, Mr.Kerko was a Member at KKR and served as Co-head of the Technology Group from 2013 to 2015. Mr.Kerko joined KKR in 1998 and played an active role building the firm’s technology platform from 2006 to 2015. At KKR, Mr.Kerko was involved in a broad range of investments, including but not limited to Broadcom Ltd (NASDAQ: AVGO), a semiconductor manufacturer, Magic Leap, a virtual reality hardware manufacturer, Marvell Technology Group (NASDAQ: MRVL), a producer of storage, communications and consumer semiconductor products, NXP Semiconductors (NASDAQ: NXPI), a semiconductor manufacturer, and Sonos, Inc., a manufacturer of digital sound systems. Mr.Kerko was a director of The Analytic Sciences Corporation (TASC), an engineering services company, from 2009 until 2015. Mr.Kerko was a director of Engility Holdings, Inc. (NYSE:EGL), an engineering and logistics services company, from 2015 until 2019. From 2019, Mr.Kerko has served as a director and a member of the compensation and audit committees of Science Applications International Corp. (NYSE: SAIC), a solution provider in system engineering and integration. From 2015, he has served as a director of Transphorm, Inc., a designer and manufacturer of gallium nitride field effect transistors, and from 2014, he has served as a director of Savant Systems, LLC, a luxury smart home technology company. Prior to joining KKR, Mr.Kerko was with Gleacher NatWest Inc. where he was involved in mergers and acquisition transactions and financing work. Mr.Kerko holds a B.S. from The Wharton School at the University of Pennsylvania and a B.S.E., summa cum laude, from the School of Engineering and Applied Science at the University of Pennsylvania. Mr.Kerko is well qualified to serve on our Board of Directors due to his significant experience advising emerging and established companiestrust account with respect to strategic planning, corporate finance and public markets strategy, particularlyour warrants which will expire worthless in the technology industry, as well as his service on the boards of directors of several public and private companies.event we wind up.

R. Franklin (“Frank”) Kern, III, one of our Directors since January 2018, is currently general manager and member of Huntley Enterprises LLC, a real estate and retail investment business. Mr.Kern was the Chief Executive Officer and a Director of Aricent Inc., a global design and engineering company, from 2012 through 2018. Mr.Kern’s career began in sales and continued through positions of increasing responsibility with IBM (NYSE:IBM), a multinational technology manufacturing and services company. From 2009 to 2012, Mr.Kern was Senior Vice President, Global Business Services at IBM, encompassing consulting, systems integration and application capabilities and supported clients around the world in all major industries. Previously, from 2008 to 2009, he served as Senior Vice President of Sales and Distribution at IBM, leading its worldwide sales organization. Mr.Kern was located in Shanghai, China and Tokyo, Japan, where he was responsible for IBM’s operations and the Asia Pacific region from 2003 to 2008. Prior to his work in Asia, Mr.Kern was located in Paris, France, from 1998 to 2003 and managed the operations of IBM’s Global Services unit for Europe, Middle East & Africa. From

1995 to 1997, he served as Chief Executive Officer of IBM Global Services in Australia. Mr.Kern holds a B.A. in Political Science from Bucknell University and holds an M.B.A. from the Martin J. Whitman School of Management at Syracuse University. Mr.Kern is well qualified to serve on our Board of Directors due to his extensive sales, operational and management experience on a global level in the technology industry.

James (“Jim”) C. Hale, one of our Directors since January 2018, has launched and grown multiple businesses that leveraged his vision

A copy of the evolving financial services marketplace, knowledgeproposed amendment to the charter of emerging financial technologies, and global networkNebula is attached to this proxy statement asAnnex 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 top financial service companies built over several decades in commercial and investment banking. Since 2011, Mr.Hale has been advising growth companiesleast sixty-five percent (65%) of all outstanding shares of common stock, voting together as a consultant at Columbus Strategic Advisors, LLC, a firm he co-founded. Mr.Hale was a director of ExlService Holdings, Inc. (NASDAQ: EXLS), a business process outsourcing company, from 2001 to 2009. From 2010 to 2014, Mr.Hale served as an independent director and Chairman of Official Payments Corporation (NASDAQ: OPAY), a global electronic payments solution. In addition, Mr.Hale was a director of the State Bank of India (California), a California state chartered bank, and Public Radio International, a media company, among other private company boards. Prior to Columbus Strategic Advisors, in 1998, Mr.Hale co-founded and served as Senior Managing Member and Chief Executive Officer of Financial Technology Ventures, now FTV Capital, an investment firm specializing in venture capital and private growth equity investments in financial technology companies worldwide, where hesingle class, is currently a Partner Emeritus. From 1982 to 1998, Mr.Hale was with BancAmerica Securities (formerly Montgomery Securities) where he was the Senior Managing Partner and Head of the Financial Services Group, a practice that he founded. From 2015, Mr.Hale has served as a director of ACI Worldwide (NASDAQ: ACIW), a global software company, as a director of Mitek Systems (NASDAQ: MITK), a mobile capture and identity verification company, and as a director of Visual Edge Technology, a national provider of office technology solutions. From 2014, Mr.Hale has served as a director of Bank of Marin Bancorp (NASDAQ: BMRC), an independent commercial and retail bank in Northern California. He holds a B.S. in Finance and Accounting from the University of California, Berkeley, an M.B.A. from Harvard Business School, and is a Certified Public Accountant. Mr.Hale is well qualified to serve on our Board of Directors due to his over 35 years of management experience in the banking, payments, financial services and technology industries and his expertise and his experience as a corporate director and board chairman of other public and private companies.

Ronald (“Ron”) Lamb, one of our Directors since January 2018, has been the CEO of Daxko, a leader in software, services and payments for health and fitness centers since 2018. From 1991 to 2017, Mr.Lamb was at Reynolds and Reynolds, a privately-held global provider of computer software, business documents and supplies, and professional services to automotive retailers. Mr.Lamb served as President of Reynolds and Reynolds from 2010 to 2017, where he was named a Global All-Star by Automotive News in 2016. As President, Mr.Lamb focused the company on delivering a Retail Management System, leading the drive to re-engineer its software and service portfolio from back-office Enterprise Resource Planning applications into a dynamic suite of retailing solutions. During this time, Mr.Lamb also navigated an operational overhaul of Reynolds and Reynolds with Vista Equity Partners, implementing operating best practices over an 8-year investment period. Prior to serving as President, Mr.Lamb held various roles in sales and marketing at Reynolds and Reynolds, including Vice President, Sales, where he directed all aspects of the US Systems and Documents Sales organizations. Mr.Lamb holds a B.A. in Political Science from Princeton University and an M.B.A. from Loyola College in Maryland. Mr.Lamb is well qualified to serve on our Board of Directors due to his extensive sales and marketing, operational, and management experience in the technology industry.

Corporate Governance

Number and Terms of Office of Officers and Directors

We currently have seven directors. Our Board of Directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Mr.Kerko and Mr.Lamb, will expire at the Annual Meeting. The term of office of the second class of directors, consisting of Mr.Kern and Mr.Hale, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Ms. Adams and Messrs. Clammer and Greene, will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President, a Chief Financial Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the Board of Directors.

Committee Membership, Meetings and Attendance

We currently have the following standing committees: the audit committee and the compensation committee. Each of the standing committees of the Board of Directors is comprised entirely of independent directors.

During the fiscal year ended December 31, 2018:

•        the Board held three meetings;

•        three meetings of the Audit Committee were held; and

•        no meeting of the Compensation Committee were held.

Each of our incumbent directors attended or participated in at least 75% of the meetings of the Board of Directors and the respective committees of which he is a member held during the period such incumbent director was a director during the fiscal year ended December 31, 2018.

We encourage all of our directors to attend our annual meetings of stockholders. This Annual Meeting will be the first annual meeting of stockholders of the Company.

Audit Committee

We have established an audit committee of the Board of Directors. Messrs. Kerko, Hale and Lamb are serving as members of our audit committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Messrs. Kerko, Haleextend Nebula’s corporate existence, except in connection with, and Lamb meet the independent director standard under NASDAQ listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate and our Board of Directors has determined that Mr.Hale qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

•        the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

•        pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

•        reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

•        setting clear hiring policies for employees or former employees of the independent auditors;

•        setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

•        obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

•        reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

•        reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the Board of Directors. Messrs. Kerko and Kern serve as members of our compensation committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Messrs. Kerko and Kern meet the independent director standard under NASDAQ listing standards applicable to members of the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

•        reviewing and approving on an annual basis the corporate goals and objectives relevant to our Co-Chief Executive Officers’ compensation, evaluating our Co-Chief Executive Officers’ performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Co-Chief Executive Officers based on such evaluation;

•        reviewing and approving on an annual basis the compensation of all of our other officers;

•        reviewing on an annual basis our executive compensation policies and plans;

•        implementing and administering our incentive compensation equity-based remuneration plans;

•        assisting management in complying with our proxy statement and annual report disclosure requirements;

•        approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

•        if required, producing a report on executive compensation to be included in our annual proxy statement; and

•        reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to complete theeffective upon consummation of, a business combination. Accordingly, itAdditionally, 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 likelyextended as described above. Because Nebula continues to believe that prior to the consummation of an initiala business combination the compensation committee will onlywould be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

Director Nominations

We do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the NASDAQ Rules, a majority of the independent directors may recommend a director nominee for selection by the Board of Directors. The Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The Board of Directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.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.

Audit Committee Report*

The audit committee has reviewed and discussed our audited financial statements with management, and has discussed with our independent registered public accounting firmWe believe that the matters requiredforegoing charter provisions were included to be discussed by Statement on Auditing Standards No.61, as amended (Codification of Statements on Auditing Standards, AU 380), as adoptedprotect 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 Public Company Accounting Oversight Board (the “PCAOB”) in Rule 3200T. Additionally,charter. We also believe, however, that given Nebula’s expenditure of time, effort and money on the audit committeepotential business combinations with the targets it has receivedidentified, 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 written disclosures and the letter from our independent registered public accounting firm,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 requirements of the PCAOB,law, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. Based upon(iii) as promptly as reasonably possible following such review and discussion, the audit committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the last fiscal year for filing with the SEC.

Submitted by:

Audit Committee of the Board of Directors
David Kerko
James C. Hale
Ronald Lamb

____________

*        The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, orredemption, subject to the liabilitiesapproval of Section 18our 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 Exchange Act, except totrust account.

If the extent thatCharter Amendment proposal is not approved, the Company specifically requests thatwill not effect the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.

Board Leadership Structure and Role in Risk Oversight

Our Board recognizes that the leadership structure and combination or separation of the Co-Chief Executive Officer and Co-Chairman roles is driven by the needs of the Company at any point in time. As a result, no policy exists requiring combination or separation of leadership roles and our governing documents do not mandate a particular structure. This has allowed our Board the flexibility to establish the most appropriate structure for the Company at any given time.

The Board is responsible for overseeing our risk management processes. In addition, each of the Board’s committees considers risk within its area of responsibility.

Compensation Committee Interlocks and Insider Participation

Aside from Mr.Kern, who serves as Chief Executive Officer of Aricent, Inc., a company for which Mr.Greene, our co-Chief Executive Officer is Chairman of the Board of Directors and head of its compensation committee, none of our officers currently serves,Extension, and in the past year haveevent the Company does not served,complete a business combination on or before January 12, 2020, the trust account will be liquidated and distributed to the public stockholders on apro rata basis as a memberdescribed 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 compensation committeeState of any entity that has one or more officers serving on our BoardDelaware in the form of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) ofAnnex 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 amended, requires our officers, directors and persons who beneficially ownpromptly as reasonably possible but not more than ten percentbusiness 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 common stock to file reportsremaining stockholders and the Board, dissolve and liquidate, subject (in the case of ownership(ii) and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during the year ended December 31, 2018 there were no delinquent filers.

Code of Ethics

We have adopted a Code of Ethics applicable(iii) above) to our directors, officersobligations under Delaware law to provide for claims of creditors and employees. We have filedthe 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 copybusiness 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 apro rata portion of our Codethe 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 Ethics and our audit and compensation committee charters as exhibits to the registration statement filedWithdrawal 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, apro rataportion 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 15^th 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 apro 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 apro 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. You can review these documents by accessingoffering 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 public filings atsponsor will not be responsible to the SEC’s web site atwww.sec.gov. In addition, a copyextent of the Code of Ethics will be provided without charge upon request from us.any liability for such third-party claims. We intendhave not independently verified whether our sponsor has sufficient funds to disclose any amendments to or waivers of certain provisionssatisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our Code of Ethics in a Current Report on Form 8-K.

Executive Compensation

None of our executive officers or directors has received any cash (or non-cash) compensation for services rendered to us. Our sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our independent directors will review on a quarterly basis all payments that were made tocompany. We have not asked our sponsor officers, directors orto reserve for such indemnification obligations. Therefore, we cannot assure you that our or their affiliates.

Aftersponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the completion oftrust 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 our management team who remain with usthe Board have interests that may be paid consulting, managementdifferent from, or in addition to, your interests as a stockholder. These interests include, among other things:

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 fees fromsimilar business combination with one or more businesses or entities. On January 12, 2018, we consummated our IPO of 27,500,000 units, including the combined company. Allexercise of these fees2,500,000 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 fully disclosedsufficient 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 apro rata portion of the extent then known,trust account in the tender offer materialsevent such business combination is approved and completed or proxythe 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 materials furnishedof proxies. The Adjournment Proposal will only be presented to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be knownevent, based on the tabulated votes, there are not sufficient votes at the time because the directors of the post-combination business will be responsible for determining executive and director compensation. Any compensationspecial meeting to be paid to our officers will be determinedapprove the Charter Amendment proposal. If the Adjournment Proposal is not approved by our compensation committee.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.

We do not intend

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 take any action to ensure that membersadjourn the meeting as set out above.

All of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of ourNebula’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 may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with ourand executive officers of Nebula and directorstheir 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 provide for benefits upon termination of employment.