SecProbe.io

April 14, 2020
Adam Clammer
President
Nebula Parent Corp.
Four Embarcadero Center, Suite 2100
San Francisco, CA 94111
Re:Nebula Parent Corp.
Registration Statement on Form S-4
Filed March 18, 2020
File No. 333-237264
Dear Mr. Clammer:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Prospectus Cover Page, page 1
1.Please disclose here (i) the aggregate number of ParentCo's shares you are offering in
connection with the Business Combination, (ii) the aggregate amount of cash that the
Open Lending unitholders will receive, (iii) the aggregate value of the consideration that
the Open Lending unitholders will receive, (iv) the number of shares of ParentCo's
common stock and the amount of cash that will be exchanged for each unit of Open
Lending, (v) the aggregate number of shares of ParentCo's common stock that the Nebula
shareholders will receive, and (vi) the aggregate amount of cash that the Nebula
warrantholders will receive if the warrant amendment proposal is approved.  Also, include
disclosure regarding the 15,000,000 Contingency Shares and the 1,250,000 Earn-Out
Shares.

 FirstName LastNameAdam Clammer
 Comapany NameNebula Parent Corp.
 April 14, 2020 Page 2
 FirstName LastName
Adam Clammer
Nebula Parent Corp.
April 14, 2020
Page 2
Questions and Answers About the Business Combination
What equity stake will current Nebula stockholders and Open Lending unitholders have in
ParentCo after the closing, page 8
2.Please add columns to the table on page 8 to show the number of shares that will be held
by and the percentage of ownership of each party listed in the table if the Open Lending
unitholders receive the 15,000,000 Contingency Shares and if the Sponsor and affiliates
receive the 1,250,000 Earn-Out Shares pursuant to the Founder Support Agreement.
Who will be the officers and directors of ParentCo if the Business Combination is consummated,
page 9
3.Please disclose here that Nebula, Blocker Holder and Open Lending will be able to select
directors to serve for five years from the date of closing subject to certain stock ownership
requirements.  In addition, please disclose here that Blocker Holder will be entitled to
appoint certain directors to ParentCo's board of directors so long as it beneficially owns at
least 40% of the shares of ParentCo's common stock it owned immediately following the
consummation of the Business Combination.  In this regard, we note your disclosure on
pages 200 and 201.
What is the Debt Financing, page 11
4.Please reconcile your disclosure on page 11 that "Open Lending intends to incur an
additional $30,000,000 in debt (up to $200,000,000 in the aggregate) through such
secured credit facilities from a syndicate of financial institutions" with your disclosure on
page 25 that "debt Financing is the incurrence by Open Lending and/or its subsidiaries of
up to $225,000,000 senior secured credit facilities from a syndicate of financial
institutions."  In addition, disclose here the amount of the loan that will be used to finance
distributions to Open Lending's equity investors, and file the Credit Agreement, dated
March 11, 2020, that governs Open Lending's term loan of $170,000,000 as an exhibit to
your registration statement.
Summary of the Proxy Statement/Prospectus
Parties to the Business Combination
Open Lending, page 23
5.Please reconcile your disclosure on page 23 and elsewhere that Open Lending currently
caters to over 320 active automotive lenders with your disclosure on page 158 that Open
Lending has 77 contracts signed with automotive lenders and two contracts signed with
OEM Captives.  In addition, provide quantitative disclosure regarding what you consider
to be an "active" automotive lender.  In this regard, we note your disclosure that your
profitability is strongly correlated with transaction volume.

 FirstName LastNameAdam Clammer
 Comapany NameNebula Parent Corp.
 April 14, 2020 Page 3
 FirstName LastName
Adam Clammer
Nebula Parent Corp.
April 14, 2020
Page 3
Selected Historical Financial Data of Open Lending, page 38
6.Please revise your filing to disclose the date of adoption of ASC 606 as we note reference
to an adoption date of January 1, 2018 in the accompanying footnote to the table on page
38 but an adoption date of January 1, 2019 elsewhere in your filing.
Risk Factors
Open Lending has partnered with two major insurance carriers that underwrite, page 46
7.We note your disclosure that AmTrust and CNA can terminate their agreements with
Open Lending upon written notice after a change of control without prior written consent.
Please disclose whether the merger qualifies as a change of control under these
agreements, and, if so, whether Open Lending has obtained written consent.
The Combined Company's amended and restated bylaws designate specific courts, page 70
8.Refer to your disclosure on page 70 that the Delaware Forum Provision does not apply to
any causes of action arising under the Securities Act.  Please clarify that it also does not
apply to any causes of action arising under the Exchange Act.  In addition, address this
provision in the Description of ParentCo's Securities section and Comparison of
Stockholder Rights section.
The Business Combination
The Background of the Business Combination, page 100
9.We note your disclosure on page 101 that, on September 25, 2019, Nebula provided Open
Lending with a presentation illustrating the mechanics of a potential business
combination.  Please describe the material terms that Nebula proposed.  Similarly, to the
extent material, disclose the terms of any counter proposals made by Open Lending and
Nebula while negotiating the terms of the agreement, including the merger consideration,
management of the combined company, the Debt Financing and the PIPE Transaction.  In
addition, disclose any other offers or transactions considered and briefly discuss why
those transactions were not pursued.
Accounting Treatment of the Business Combination, page 108
10.We note disclosure on page 109 that the pre-combination equity holders of Open Lending
will hold the majority, between 54.3% and 64.4%, of voting rights in the combined
company.  Please revise your filing for consistent disclosure of Open Lending's equity
holding percentages as we note different percentages disclosed on pages 32, 35, and 86.
Regulatory Approval Required for the Business Combination, page 108
11.Please disclose the status of all HSR Act filings and the waiting period.

 FirstName LastNameAdam Clammer
 Comapany NameNebula Parent Corp.
 April 14, 2020 Page 4
 FirstName LastName
Adam Clammer
Nebula Parent Corp.
April 14, 2020
Page 4
The Business Combination Agreement
Board of Directors, page 117
12.Please revise your disclosure regarding the three classes of directors on page 117 to clarify
that the "Company Initial Director" in Class I, the "Company Initial Director" in Class II
and all three directors in Class III will be Open Lending Initial Directors.  In this regard,
we note your disclosure on page 9 that "Nebula, Blocker Holder and Open Lending will
each select one director to serve on each of the Class I and Class II slates of directors,"
and that "Open Lending will select all three of the Class III directors."
Certain U.S. Federal Income Tax Considerations, page 127
13.Please clarify that this section describes the "material" U.S. federal income tax
consequences.  In addition, file a tax opinion as an exhibit to your registration statement
and set forth the counsel's opinion for each material tax consequence.  For example, the
disclosure on page 127 assumes that the the exchange of Nebula Common Stock for
shares of ParentCo Common Stock pursuant to the Business Combination will be treated
as a tax deferred transaction under Section 351 of the Code for U.S. federal income tax
purposes.
Information About Open Lending
Company Overview, page 140
14.Refer to your disclosure on page 141 that Open Lending has one-way exclusivity
agreements with two insurance carriers through 2022.  Please disclose that the two
insurance carriers are AmTrust Financial Services and CNA Financial Corp., and describe
the material terms of the agreements with each, including any change of control
provisions.  In addition, file each agreement as an exhibit or tell us why you believe you
are not substantially dependent on these agreements.
Our Business Model, page 145
15.You state on page 145 that "with the future certified loan volume Open Lending
anticipates from OEM Captives, Open Lending does anticipate concentration risk for
some period into the future."  Please clarify that you expect to have
significant concentration in your largest automotive lender relationships for the
foreseeable future and that, in 2020, you anticipate that your business will
experience significant concentration with OEM Captives.  In addition, describe the
material terms of the agreements with the two OEM Captives.
16.We note your disclosure that Open Lending's payments to its distribution partners
are based on a percentage of program fees.  Please provide quantitative information
regarding the compensation paid to such distribution partners.

 FirstName LastNameAdam Clammer
 Comapany NameNebula Parent Corp.
 April 14, 2020 Page 5
 FirstName LastName
Adam Clammer
Nebula Parent Corp.
April 14, 2020
Page 5
Key Factors Affecting Operating Results
Concentration, page 160
17.We note disclosure that your largest insurance partner accounted for the vast majority of
your profit share and claims administrative service fee revenue for the year ended
December 31, 2019.  Please revise your filing to disclose the name of this insurance
company along with quantifying amounts or percentages of revenues earned. Please refer
to ASC 275-10-50-18.
Certain Open Lending Relationships and Related Person Transactions
Director Relationships, page 176
18.Please disclose whether the agreements with HireBetter, LLC, Objective Advisors, Inc.
and EWMW, LP will still be in effect as of the close of the Business Combination, and, if
so, please disclose the material terms of these agreements and file each as an exhibit to the
registration statement or tell us why you believe this is not required.
General
19.You state that you have obtained commitments from interested investors to purchase
20,000,000 shares of Nebula Class A Common Stock for $10.00 per share.  Please provide
your analysis as to why Nebula may issue 20,000,000 shares of common stock without
obtaining the approval of its shareholders.  In this regard, we note your disclosure that
there are currently 34,375,000 shares of Nebula Common Stock issued and outstanding.
20.Please present separately on your form of proxy each material provision in ParentCo's
organizational documents that represents a material change from Nebula's organizational
documents if the change would require approval of Nebula's shareholders under state law,
the rules of a national securities exchange, or the Nebula organizational documents if
proposed to be made directly in its own organizational documents.  We note by way of
example, the change in vote from a majority to a vote of not less than two-thirds of the
outstanding shares of capital stock to remove a director and the change of a majority vote
of all outstanding shares to amend the bylaws to the affirmative vote of not less than two-
thirds to change the bylaws.  For guidance, refer to the Proxy Rules and Schedule 14A
Compliance and Disclosure Interpretations Regarding Unbundling under Rule 14a-4(a)(3)
in the M&A Context on our website.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameAdam Clammer
 Comapany NameNebula Parent Corp.
 April 14, 2020 Page 6
 FirstName LastName
Adam Clammer
Nebula Parent Corp.
April 14, 2020
Page 6
            You may contact William Schroeder at 202-551-3294 or John Spitz at 202-551-3484 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams at 202-551-3217 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance