SEC Comment Letter for Open Lending Corp (LPRO) (CIK 0001806201) (LPRO) — May 19, 2020
Open Lending Corp (LPRO) (CIK 0001806201)
Date: May 19, 2020 · CIK: 0001806201 · Accession: 0000000000-20-004453
AI Filing Summary & Sentiment
File numbers found in text: 333-237264
Letter
United States securities and exchange commission logo May 19, 2020 Adam Clammer President Nebula Parent Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 Re:Nebula Parent Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed May 13, 2020 File No. 333-237264 Dear Mr. Clammer: We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our May 8, 2020 letter. Amendment No. 2 to Registration Statement on Form S-4 Material U.S. Federal Income Tax Considerations, page 139 1.Refer to your response to comment 7. Please explicitly state that the disclosure in the tax consequences section is the opinion of named counsel and identify each material tax consequence being opined upon. Additionally, briefly explain why counsel is opining that the transaction "should" be a tax-deferred contribution and describe the degree of uncertainty. Information About Open Lending AmTrust Agreement, page 159 2.We note your revised disclosure on page 159 and 160 regarding your AmTrust Agreement
FirstName LastNameAdam Clammer Comapany NameNebula Parent Corp. May 19, 2020 Page 2 FirstName LastName Adam Clammer Nebula Parent Corp. May 19, 2020 Page 2 and the CNA Agreement. Please disclose whether the Business Combination will qualify as a change of control under the AmTrust Agreement or the CNA Agreement. Annexes Annex A: Business Combination Agreement, page A-1 3.Please include the amendments to the Business Combination Agreement and the amended Founders Support Agreement as annexes to your proxy statement/prospectus. 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
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United States securities and exchange commission logo
May 19, 2020
Adam Clammer
President
Nebula Parent Corp.
Four Embarcadero Center, Suite 2100
San Francisco, CA 94111
Re:Nebula Parent Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed May 13, 2020
File No. 333-237264
Dear Mr. Clammer:
We have reviewed your amended 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. Unless we note
otherwise, our references to prior comments are to comments in our May 8, 2020 letter.
Amendment No. 2 to Registration Statement on Form S-4
Material U.S. Federal Income Tax Considerations, page 139
1.Refer to your response to comment 7. Please explicitly state that the disclosure in the tax
consequences section is the opinion of named counsel and identify each material tax
consequence being opined upon. Additionally, briefly explain why counsel is opining that
the transaction "should" be a tax-deferred contribution and describe the degree of
uncertainty.
Information About Open Lending
AmTrust Agreement, page 159
2.We note your revised disclosure on page 159 and 160 regarding your AmTrust Agreement
FirstName LastNameAdam Clammer
Comapany NameNebula Parent Corp.
May 19, 2020 Page 2
FirstName LastName
Adam Clammer
Nebula Parent Corp.
May 19, 2020
Page 2
and the CNA Agreement. Please disclose whether the Business Combination will qualify
as a change of control under the AmTrust Agreement or the CNA Agreement.
Annexes
Annex A: Business Combination Agreement, page A-1
3.Please include the amendments to the Business Combination Agreement and the amended
Founders Support Agreement as annexes to your proxy statement/prospectus.
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