SEC Form SC 13G filed

2/16/21 6:41:12 AM ET

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SC 13G 1 ea135593-13gnebulahol_nebula.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Nebula Caravel Acquisition Corp.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

629070103

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 629070103

1.		Names of Reporting Persons Nebula Caravel Holdings, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power 6,775,000 ⁽¹⁾⁽²⁾
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 6,775,000 ⁽¹⁾⁽²⁾
	8.	Shared Dispositive Power 0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 6,775,000 ⁽¹⁾⁽²⁾
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below. ☐
11.		Percent of Class Represented by Amount in Row (9) 19.7%^(1)(2)(3)
12.		Type of Reporting Person (See Instructions) OO

CUSIP 629070103

1.		Names of Reporting Persons True Wind Capital II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 6,775,000⁽¹⁾⁽²⁾
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 6,775,000⁽¹⁾⁽²⁾

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 6,775,000 ⁽¹⁾⁽²⁾
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below. ☐
11.		Percent of Class Represented by Amount in Row (9) 19.7%^(1)(2)(3)
12.		Type of Reporting Person (See Instructions) PN

CUSIP 629070103

1.		Names of Reporting Persons True Wind Capital II-A, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 6,775,000⁽¹⁾⁽²⁾
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 6,775,000⁽¹⁾⁽²⁾

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 6,775,000 ⁽¹⁾⁽²⁾
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below. ☐
11.		Percent of Class Represented by Amount in Row (9) 19.7%^(1)(2)(3)
12.		Type of Reporting Person (See Instructions) PN

CUSIP 629070103

1.		Names of Reporting Persons True Wind Capital GP II, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 6,775,000⁽¹⁾⁽²⁾
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 6,775,000⁽¹⁾⁽²⁾

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 6,775,000 ⁽¹⁾⁽²⁾
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below. ☐
11.		Percent of Class Represented by Amount in Row (9) 19.7%^(1)(2)(3)
12.		Type of Reporting Person (See Instructions) OO

CUSIP 629070103

1.		Names of Reporting Persons Adam H. Clammer
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization United States

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 6,775,000 ⁽¹⁾⁽²⁾
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 6,775,000 ⁽¹⁾⁽²⁾

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 6,775,000 ⁽¹⁾⁽²⁾
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below. ☐
11.		Percent of Class Represented by Amount in Row (9) 19.7%^(1)(2)(3)
12.		Type of Reporting Person (See Instructions) IN

CUSIP 629070103

1.		Names of Reporting Persons James H. Greene, Jr.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization United States

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 6,775,000 ⁽¹⁾⁽²⁾
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 6,775,000 ⁽¹⁾⁽²⁾

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 6,775,000 ⁽¹⁾⁽²⁾
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below. ☐
11.		Percent of Class Represented by Amount in Row (9) 19.7%^(1)(2)(3)
12.		Type of Reporting Person (See Instructions) IN

(1)

See Item 4. These are the Issuer’s shares of Class B common stock, which will automatically convert into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-250804). Nebula Caravel Holdings, LLC is the record holder of the shares reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the Class B Common Stock held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

(2)

Excludes 5,166,667 shares which may be purchased by exercising warrants that are not presently exercisable.

(3)

Based on 27,500,000 shares of Class A common stock issued and outstanding as of December 11, 2020 as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2020 and assuming the conversion of 6,875,000 shares of Class B common stock issued and outstanding as of December 11, 2020.

Item 1(a).

Name of Issuer

Nebula Caravel Acquisition Corp. (the “Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices

Four Embarcadero Center, Suite 2100
San Francisco, CA 94111

Item 2(a).

Names of Persons Filing

Nebula Caravel Holdings, LLC, True Wind Capital II, L.P., True Wind Capital II-A, L.P., True Wind Capital GP II, LLC, Adam H. Clammer and James H. Greene, Jr. (collectively, the “Reporting Persons”)

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

Four Embarcadero Center, Suite 2100
San Francisco, CA 94111

Item 2(c).

Citizenship

Each of Nebula Caravel Holdings, LLC and True Wind Capital GP II, LLC is a Delaware limited liability company. Each of True Wind Capital II, L.P. and True Wind Capital II-A, L.P. is a Delaware limited partnership. Each of Adam H. Clammer and James H. Greene, Jr. is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities

Class A common stock, $0.0001 par value per share.

The shares of Class A common stock are the class of common stock of the Issuer registered pursuant to the Act. The Reporting Persons own shares of Class B common stock. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to certain adjustments. In the event that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted bases, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any private placement-equivalent warrants issued to Nebula Caravel Holdings, LLC or its affiliates upon conversion of loans made to the Issuer).

Item 2(e).

CUSIP Number

629070103

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

☐	(a)	Broker or Dealer registered under Section 15 of the Exchange Act.

☐	(b)	Bank as defined in Section 3(a)(b) or the Exchange Act.

☐	(c)	Insurance company as defined in Section 3(a)(19) of the Exchange Act.

☐	(d)	Investment company registered under Section 8 of the Investment Company Act.

☐	(e)	An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

☐	(f)	An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

☐	(g)	A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

☐	(h)	A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

☐	(i)	A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

☐	(j)	Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

Not applicable

Item 4.

Ownership

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

As of December 31, 2020, the Reporting Persons may be deemed to beneficially own 6,775,000 of the Issuer’s shares of Class B common stock, representing 19.7% of the total shares of Class A common stock issued and outstanding and assuming the conversion of all the issued and outstanding shares of Class B common stock of the Issuer. The shares of Class B common stock are automatically convertible into the Issuer’s shares of Class A common stock at the time of the Issuer’s Business Combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-250804).

The percentage of the shares of Class B common stock held by the Reporting Persons is based on 27,500,000 shares of Class A common stock issued and outstanding as of December 11, 2020 as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2020 and assuming the conversion of all 6,875,000 shares of Class B common stock issued and outstanding as of December 11, 2020.

Nebula Caravel Holdings, LLC is the record holder of the shares reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the Class B Common Stock held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the

Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: February 16, 2021

NEBULA CARAVEL HOLDINGS, LLC,

a Delaware limited liability company

By:

True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P. and True Wind Capital II-A, L.P., managing members of Nebula Caravel Holdings, LLC

	By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Managing Member

TRUE WIND CAPITAL II, L.P.,

a Delaware limited partnership

By:

True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P.

	By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Managing Member

TRUE WIND CAPITAL II-A, L.P.,

a Delaware limited partnership

By:

True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P.

	By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Managing Member

	TRUE WIND CAPITAL GP II, LLC, a Delaware limited liability company

	By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Managing Member

	By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer

	By:	/s/ James H. Greene, Jr.
	Name:	James H. Greene, Jr.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0.0001 par value per share, of Nebula Caravel Acquisition Corp., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 16, 2021.

NEBULA CARAVEL HOLDINGS, LLC,

a Delaware limited liability company

By:

True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P. and True Wind Capital II-A, L.P., managing members of Nebula Caravel Holdings, LLC

	By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Managing Member

TRUE WIND CAPITAL II, L.P.,

a Delaware limited partnership

By:

True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P.

	By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Managing Member

TRUE WIND CAPITAL II-A, L.P.,

a Delaware limited partnership

By:

True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P.

	By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Managing Member

	TRUE WIND CAPITAL GP II, LLC, a Delaware limited liability company

	By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Managing Member

	By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer

	By:	/s/ James H. Greene, Jr.
	Name:	James H. Greene, Jr.

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