Shareholders of Record as of July 16, 2021 are
Eligible to Vote at Special Meeting
Osprey Recommends All Shareholders Vote “FOR”
ALL Proposals at Special Meeting
Osprey Technology Acquisition Corp. (“Osprey”) (NYSE: SFTW), a
publicly-traded special purpose acquisition company, today
announced that Osprey’s registration statement on Form S-4 relating
to the previously announced merger (the “Business Combination”) of
a subsidiary of Osprey and Blacksky Holdings, Inc. (“BlackSky”), a
leading technology platform providing real-time geospatial
intelligence and global monitoring, has been declared effective by
the U.S. Securities and Exchange Commission (the “SEC”) as of
August 11, 2021.
Osprey also announced that it will hold the special meeting of
stockholders (the “Special Meeting”) on September 8, 2021 at 10:00
AM ET to, among other things, allow its stockholders to vote to
approve the proposed Business Combination with BlackSky. The
Special Meeting will be completely virtual and conducted via live
webcast. Once the Business Combination is complete, Osprey is
expected to remain listed on the New York Stock Exchange with its
common stock and warrants trading under the new ticker symbol
“BKSY” and “BKSY.W” respectively.
About Osprey Technology Acquisition Corp.
Osprey is a special purpose acquisition company, or SPAC, that
was established as a collaboration between investment firms HEPCO
Capital Management, led by Jonathan and Edward Cohen, and JANA
Partners, led by Barry Rosenstein and with its SPAC initiative led
by JANA Partner David DiDomenico, who serves as Osprey’s CEO,
President, and Director. Osprey was formed to consummate a
transaction with one or more transformative companies that have
developed innovative software delivery platforms. For more
information visit www.osprey-technology.com.
About BlackSky Holdings, Inc.
BlackSky is a leading provider of real-time geospatial
intelligence. BlackSky monitors activities and facilities worldwide
by harnessing the world’s emerging sensor networks and leveraging
its own satellite constellation. BlackSky processes millions of
data elements daily from its constellation as well as a variety of
space, IoT, and terrestrial-based sensors and data feeds.
BlackSky’s on-demand constellation of satellites can image a
location multiple times throughout the day. BlackSky monitors for
pattern-of-life anomalies to produce alerts and enhance situational
awareness. BlackSky’s monitoring service, Spectra AI, is powered by
cutting-edge compute techniques including machine learning,
artificial intelligence, computer vision, and natural language
processing. BlackSky’s global monitoring is available via a simple
subscription and requires no IT infrastructure or setup. For more
information visit www.blacksky.com.
Important Additional Information and
Where to Find It
This press release relates to the proposed transactions between
Osprey and BlackSky, is for informational purposes only and shall
not constitute an offer to sell or exchange, or the solicitation of
an offer to buy or exchange, any securities pursuant to the
proposed business combination or otherwise, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation, sale or exchange would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction On May 13, 2021, Osprey filed a registration statement
on Form S-4 with the SEC, as amended on June 25, 2021, July 14,
2021, and August 2, 2021, which included a document that serves as
a prospectus and proxy statement of Osprey, referred to as a proxy
statement/prospectus. In connection with the proposed business
combination, on August 11, 2021, Osprey filed with the SEC a
definitive proxy statement/prospectus. Osprey commenced mailing the
definitive proxy statement/prospectus to its stockholders on August
11, 2021. A proxy statement/prospectus will be sent to all Osprey
stockholders. Osprey also will file other documents regarding the
proposed transactions with the SEC. Before making any voting or
investment decision, investors and security holders of Osprey are
urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transactions as they become available because they will contain
important information about the proposed transactions.
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Osprey through the website maintained
by the SEC at www.sec.gov.
The documents filed by Osprey with the SEC also may be obtained
free of charge at Osprey’s website at
https://www.osprey-technology.com or from Osprey upon written
request to 1845 Walnut Street, Suite 1111, Philadelphia,
Pennsylvania 19103.
Participants in the
Solicitation
Osprey and BlackSky and their directors and executive officers
may be deemed to be participants in the solicitation of proxies
from Osprey’s stockholders in connection with the proposed
transactions. Osprey’s stockholders and other interested persons
may obtain, without charge, more detailed information regarding the
directors and officers of Osprey in Osprey’s Annual Report on Form
10-K/A for the fiscal year ended December 31, 2020, which was filed
with the SEC on May 12, 2021, and in Osprey’s registration
statement on Form S-4, which was filed by Osprey with the SEC in
connection with the business combination on May 13, 2021, as
amended on June 25, 2021, July 14, 2021, and August 2, 2021.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to Osprey’s
stockholders in connection with the proposed business combination
is set forth in the proxy statement/prospectus on Form S-4 for the
proposed business combination, which was filed by Osprey with the
SEC in connection with the business combination on May 13, 2021, as
amended on June 25, 2021, July 14, 2021, and August 2, 2021. A list
of the names of such directors and executive officers and
information regarding their interests in the transactions is
contained in the proxy statement/prospectus. You may obtain free
copies of these documents as described in the preceding
paragraph.
Forward-Looking
Statements
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transactions between Osprey and BlackSky. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this document, including but not
limited to: (i) the risk that the transactions may not be completed
in a timely manner or at all, which may adversely affect the price
of Osprey’s securities, (ii) the risk that the transactions may not
be completed by Osprey’s Business Combination deadline and the
potential failure to obtain an extension of the Business
Combination deadline if sought by Osprey, (iii) the failure to
satisfy the conditions to the consummation of the transactions,
including the adoption of the merger agreement by the stockholders
of Osprey, the satisfaction of the minimum trust account amount
following redemptions by Osprey’s public stockholders and the
receipt of certain governmental and regulatory approvals, (iv) the
lack of a third-party valuation in determining whether or not to
pursue the proposed transactions, (v) the inability to complete the
PIPE investment, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement, (vii) the effect of the announcement or pendency of the
transactions on BlackSky’s business relationships, operating
results, and business generally, (viii) risks that the proposed
transactions disrupt current plans and operations of BlackSky, (ix)
the outcome of any legal proceedings that may be instituted against
BlackSky or against the Osprey related to the merger agreement or
the proposed transactions, (x) the ability to maintain the listing
of Osprey’s securities on a national securities exchange, (xi)
changes in the competitive and regulated industries in which
BlackSky operates, variations in operating performance across
competitors, changes in laws and regulations affecting BlackSky’s
business and changes in the combined capital structure, (xii) the
ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transactions, and
identify and realize additional opportunities (xiii) the
performance of our third-party service providers, including our
satellite manufacturer and launch providers, (xiv) risks related to
delays or cancellations from current or expected customers, (xv)
the risk that redemptions by Osprey’s public stockholders may
require the combined company to seek additional equity and/or debt
financing to fund its business plan, and (xvi) the effects of
natural disasters, terrorist attacks and the spread and/or
abatement of infectious diseases, such as COVID-19, on the proposed
transactions or on the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed transactions. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of Osprey’s registration on Form S-1 (File No. 333-234180),
the registration statement on Form S-4 and other documents filed by
Osprey from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Osprey and
BlackSky assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither Osprey nor
BlackSky gives any assurance that either Osprey or BlackSky, or the
combined company, will achieve its expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20210812005264/en/
Investor:
Jeffrey F. Brotman Chief Financial Officer and Chief Legal
Officer 215-832-4161
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