Business Context and Reporting Period
This Form 8-K is a current report filed by Osprey Technology Acquisition Corp. (the "Company") on September 1, 2021. The filing serves as a Regulation FD disclosure regarding a proposed business combination with BlackSky Holdings, Inc. ("BlackSky"). The document furnishes an investor presentation (Exhibit 99.1) intended for use by BlackSky in presentations to 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 Technology Acquisition Corp. or BlackSky Technology Inc. The document references the use of non-GAAP financial measures in the attached investor 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 Business Combination: The filing relates to ongoing negotiations and disclosures regarding the merger between Osprey and BlackSky.
- Regulatory Filings: Osprey filed a registration statement on Form S-4 on May 13, 2021, which was subsequently amended on June 25, July 14, and August 2, 2021. A definitive proxy statement/prospectus was filed on August 11, 2021, and mailing to stockholders commenced on that date.
- Disclosure Status: The information in 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.
Guidance, Outlook, and Risks
The document contains extensive forward-looking statements regarding the proposed transaction, identified by terms such as "believe," "project," "expect," and "plan." Management cautions that actual results may differ materially due to risks and uncertainties.
- Risk Factors: Investors are directed to the "Risk Factors" section of the Company's Form S-1 and the Form S-4 registration statement for details on uncertainties that could impact the transaction or future performance.
- Non-GAAP Measures: The filing notes that non-GAAP measures referenced in the investor presentation are unaudited, do not conform to SEC Regulation S-X, and may not be comparable to measures used by other companies.
- Outlook: Neither the Company nor BlackSky provides assurance that the combined entity will achieve its expectations.
Investor Verification Checklist
- Review the Definitive Proxy Statement/Prospectus (filed August 11, 2021) for detailed terms of the business combination and voting instructions.
- Examine the Form S-4 Registration Statement (filed May 13, 2021, as amended) for comprehensive financial data and risk factors not included in this 8-K.
- Verify the specific non-GAAP financial metrics (EBITDA, Free Cash Flow) in the attached Investor Presentation (Exhibit 99.1), as this 8-K only references their existence without providing values.
- Confirm the status of the stockholder vote and the timeline for the proposed merger via the Company's website or SEC filings.