Business Context and Reporting Period
This Form 8-K is filed by Osprey Technology Acquisition Corp. (the "Company") on June 8, 2021. The filing serves as a Regulation FD disclosure regarding a proposed business combination with BlackSky Holdings, Inc. ("BlackSky"). The document furnishes an Investor Day Presentation (Exhibit 99.1) intended for use by BlackSky in discussions with investors concerning the transaction.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity for either Osprey or BlackSky. The document references the use of non-GAAP financial measures in the attached presentation, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, free cash flow, and free cash flow conversion, but does not disclose the actual figures within this report.
Material Changes and Transaction Status
- Proposed Transaction: The filing relates to a proposed business combination between Osprey and BlackSky.
- Regulatory Filings: A registration statement on Form S-4, serving as a proxy statement/prospectus, was filed with the SEC on May 13, 2021.
- Investor Communication: An Investor Day Presentation dated June 8, 2021, is furnished as Exhibit 99.1 to provide details on the proposed transactions.
Guidance, Outlook, and Risks
Forward-Looking Statements: The document contains forward-looking statements regarding the future of the combined company, identified by terms such as "believe," "project," "expect," and "strategy." These statements are based on current assumptions and are subject to risks and uncertainties.
Risks and Contingencies:
- Actual future events may differ materially from forward-looking statements due to various risk factors detailed in the Company's Form S-1 and Form S-4 filings.
- The information in this Item 7.01 and Exhibit 99.1 is furnished and not deemed "filed" for purposes of Section 18 of the Exchange Act, nor is it incorporated by reference into other filings.
- Non-GAAP financial measures referenced do not have standardized meanings and may differ from measures used by other companies.
Investor Verification Checklist
- Review the Form S-4 registration statement (filed May 13, 2021) for the full proxy statement/prospectus and detailed transaction terms.
- Examine Exhibit 99.1 (Investor Day Presentation) for specific financial projections and non-GAAP metrics not included in this summary.
- Consult the Form 10-K/A (filed May 12, 2021) for information on Osprey's directors and officers.
- Verify the Risk Factors section in the Form S-1 and Form S-4 to understand potential deviations from projected outcomes.
- Confirm that the proposed transaction has not been completed, as this filing relates to a "proposed" business combination.