UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 25, 2021

 

Nebula Caravel Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39774   85-3147201
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

Four Embarcadero Center, Suite 2100

San Francisco, CA 94111

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (415) 780-9975

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant   NEBCU   The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share   NEBC   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50   NEBCW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☑

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

   

Item 8.01. Other Events.

 

 Separate Trading of Units, Class A Common Stock and Warrants

 

As previously reported, on December 11, 2020, Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering of 27,500,000 units (the “Units”), which included 2,500,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-fifth of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $275,000,000.

 

On January 25, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade shares of the Class A Common Stock and the Warrants comprising the Units commencing on January 29, 2021. Those Units not separated will continue to trade on The Nasdaq Capital Market under the symbol “NEBCU,” and the Class A Common Stock and Warrants that are separated will trade on The Nasdaq Capital Market under the symbols “NEBC” and “NEBCW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to instruct their brokers to contact American Stock Transfer& Trust Company, the Company’s transfer agent, to separate their Units into shares of Class A Common Stock and Warrants.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit is filed herewith:

 

Exhibit No.   Description of Exhibits
99.1   Press Release, dated January 25, 2021.

  

1

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: January 25, 2021 

 

  Nebula Caravel Acquisition Corp.
     
  By: /s/ Adam H. Clammer
    Name:   Adam H. Clammer
    Title: Chief Executive Officer

 

2

 

 

Exhibit 99.1

 

Nebula Caravel Acquisition Corp. Announces Separate Trading of its Class A Common Stock and
Warrants, Commencing January 29, 2021

 

San Francisco, January 25, 2021 /PRNewswire/ – Nebula Caravel Acquisition Corp. (Nasdaq: NEBCU) (the “Company”) announced today that, commencing January 29, 2021, holders of the 27,500,000 units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s Class A common stock and warrants included in the units. Class A common stock and warrants that are separated will trade on The Nasdaq Capital Market under the symbols “NEBC” and “NEBCW”, respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on The Nasdaq Capital Markets under the symbol “NEBCU.” Holders of units will need to have their brokers contact American Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.

 

A registration statement relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and declared effective on December 8, 2020.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on businesses in the technology and technology-enabled services sectors that may provide opportunities for attractive long-term risk-adjusted returns. The Company is led by Adam H. Clammer, Chief Executive Officer, President and Director, and James H. Greene, Jr. Chairman of the Board of Directors.

 

FORWARD-LOOKING STATEMENTS

 

This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.  

  

CONTACT

Stephanie Portillo

True Wind Capital
press@truewindcapital.com