Business Context and Reporting Period
This Form 8-K is filed by Osprey Technology Acquisition Corp. (the "Registrant") on September 1, 2021, regarding events occurring on August 31, 2021. The filing details a strategic partnership and investment between the Registrant's merger target, BlackSky Holdings, Inc. ("BlackSky"), and Palantir Technologies Inc. ("Palantir"). These transactions are ancillary to the previously announced Business Combination between Osprey and BlackSky.
Key Financial Metrics and Transaction Details
The filing discloses specific financial terms related to the new partnership but does not provide general operating metrics (revenue, profit, cash flow) for BlackSky or Osprey in this document.
- Strategic Investment: Palantir agreed to invest $8,000,000 in the combined company.
- Share Purchase: The investment covers the purchase of 800,000 shares of Osprey Class A common stock at a price of $10.00 per share.
- Software Subscription Fees: BlackSky entered into a Master Subscription Agreement to access Palantir Foundry. In exchange, BlackSky is required to pay Palantir an aggregate fee of $8,000,000.
- Total Partnership Value: The combined value of the investment and subscription agreement is $16,000,000.
Note: The filing text does not provide clear values for BlackSky's or Osprey's revenue, profit, cash flow, margins, debt, or liquidity positions.
Material Changes and Transaction Structure
The primary material change is the execution of two agreements on August 31, 2021:
- Subscription Agreement: Palantir will purchase shares post-closing of the Business Combination. The closing is scheduled for two business days after the Business Combination closes. The agreement includes registration rights requiring Osprey to file a resale registration statement within 45 days of the Business Combination closing.
- Master Subscription Agreement: Grants BlackSky access to Palantir Foundry to integrate with BlackSky's Spectra AI. This creates a combined solution for high-resolution imagery and analytics.
The Subscription Agreement contains a termination clause if the Subscription Closing does not occur by 11:59 PM Pacific Time on September 21, 2021.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The partnership aims to expand the delivery of high-resolution imagery and deep analytics to customers worldwide. The combined solution capabilities were demonstrated in exercises with geospatial intelligence customers earlier in the year.
Risks and Contingencies:
- Closing Contingency: The investment and subscription are contingent upon the successful closing of the Business Combination between Osprey and BlackSky.
- Termination Risk: The Subscription Agreement will terminate if the closing does not occur by September 21, 2021.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from expectations due to various risks and uncertainties.
Key Facts for Investor Verification
- Verify the status of the Business Combination between Osprey and BlackSky, as the Palantir investment is contingent on this closing.
- Confirm the September 21, 2021 deadline for the Subscription Closing to ensure the $8 million investment proceeds.
- Review the Form S-4 and proxy statement/prospectus for detailed financial data on BlackSky, as this 8-K does not contain operating results.
- Monitor the filing of the Palantir Resale Registration Statement by Osprey within 45 days of the Business Combination closing.