BlackSky Global LLC entered into a term sheet to acquire Osprey Technology Acquisition Corp. (NYSE:SFTW) from Glazer Capital, LLC, Aristeia Capital, LLC, Magnetar Financial LLC, Soroban Opportunities Master Fund, L.P., a fund managed by, Soroban Capital Partners LP, HGC Investment Management Inc., Osprey Sponsor II, LLC and others in a reverse merger transaction on January 13, 2021. BlackSky Global LLC entered into a definitive agreement to acquire Osprey Technology Acquisition Corp. (NYSE:SFTW) from Glazer Capital, LLC, Aristeia Capital, LLC, Magnetar Financial LLC, Soroban Opportunities Master Fund, L.P., a fund managed by, Soroban Capital Partners LP, HGC Investment Management Inc., Osprey Sponsor II, LLC and others for $1 billion in a reverse merger transaction on February 17, 2021. Pro forma equity value of the merger is expected to be nearly $1.5 billion at the $10 per share. Pursuant to the agreement, the aggregate merger consideration payable to equity holders of BlackSky at closing will be paid in a number of shares of newly issued Osprey Class A common stock. Assuming no redemptions by Osprey's existing public shareholders, BlackSky's existing shareholders will hold approximately 62.6% of the fully diluted shares of common stock immediately following the closing of the business combination. Approximately 25% of the pro-forma company will be owned by Osprey shareholders and founder shares and approximately 12% will be owned by PIPE investors. Concurrently with the execution of the merger agreement, Osprey also announced that it entered into subscription agreements with certain investors pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 18 million shares of Osprey common stock for $10 per share, for an aggregate purchase price equal to $180 million. Upon the closing of the transaction, Osprey will change its name to BlackSky Holdings, Inc. and will trade on the NYSE under the ticker symbol “BKSY.” Osprey's website will not change. The merger agreement provides for payment of termination fee of $40.7 million to Osprey by BlackSky, if required.

Osprey expect BlackSky's existing management team, which is dedicated to Osprey long-term success, to continue to lead Osprey. Roles and responsibilities of employees of BlackSky may change as a result of going public. Any changes will be communicated by the respective manager. On July 26, 2021, BlackSky announced that James Tolonen will join its Board of Directors. Magid M. Abraham and Tim Harvey will also join its board after the business combination is complete. On August 18, 2021, BlackSky announced the addition of three members to its executive team: Johan Broekhuysen, Chief Financial Officer; Henry Dubois, Chief Development Officer; and Chris Lin, general counsel. Johan Broekhuysen will assume the role of Chief Financial Officer following the completion of the transaction. BlackSky's current Chief Financial Officer, Brian Daum, will remain with BlackSky as a senior advisor for a transitional period. Brian O'Toole entered into a confirmatory employment letter and will continue as the President and Chief Executive Officer of BlackSky. Brian Daum, Chief Financial Officer and Chief Operating Officer of BlackSky, entered into a transition and consulting agreement.

The transaction is subject to the satisfaction of customary closing conditions, including the approval of Osprey and BlackSky shareholders, all the required anti-trust approvals, Osprey shall have at least $5,000,001 of net tangible assets, Listing Application shall have been approved by NYSE, the Registration Statement shall have become effective under the Securities Act. The transaction has been unanimously approved by the Board of Directors of both Osprey and BlackSky. The Osprey and BlackSky board of directors recommends that Osprey stockholders vote “FOR” the approval of the merger agreement. The applicable waiting period under the HSR Act expired on April 2, 2021. The Osprey Special Meeting will be held on September 8, 2021 to approve the transaction. As of August 11, 2021, Osprey's registration statement on Form S-4 relating to merger has been declared effective by the U.S. Securities and Exchange Commission. As of September 8, 2021, the Osprey shareholders approved the transaction. The transaction is expected to close in July 2021. As of June 8, 2021, the transaction is expected to close in the third quarter of 2021. The combined company expects to receive approximately $450 million in net proceeds. The cash proceeds are expected to be used to extend BlackSky's AI/ML analytics platform, expand BlackSky's small satellite constellation, add additional sensors and data feeds to the BlackSky network and accelerate BlackSky's penetration of the commercial market.

Credit Suisse Securities (USA) LLC is acting as lead financial advisor, lead placement agent and capital markets advisor to BlackSky. Moelis & Company LLC is acting as lead financial advisor to Osprey. PJT Partners LP is one of BlackSky's financial advisors and a placement agent with respect to the transaction. Craig E. Sherman, Adam Fryer, Megan J. Baier, Mark G.C. Bass, Dana Hall, Manja Sachet, Chi-Fei Wang, Matt Staples, Christopher Williams, Gregory Broome, Andrew Bryant, Jaqueline Tokuda, Joshua Gruenspecht, James McCann, Martin Sul and Brian Keyes of Wilson Sonsini Goodrich & Rosati, P.C. are serving as legal advisors to BlackSky. Howard L. Ellin, Michael C. Chitwood, Michelle Gasaway, Gregg Noel and Victor Hollender of Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors to Osprey Technology Acquisition Corp. Brian Janson and David Curtiss of Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors to Credit Suisse Securities (USA) LLC. Union Square Advisors LLC is acting as capital markets and strategic advisor to Osprey. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Osprey. Osprey will pay to Morrow Sodali LLC a fee of up to $37.5 million for its services of proxy solicitor.

BlackSky Global LLC completed the acquisition of Osprey Technology Acquisition Corp. (NYSE:SFTW) from Glazer Capital, LLC, Aristeia Capital, LLC, Magnetar Financial LLC, Soroban Opportunities Master Fund, L.P., a fund managed by, Soroban Capital Partners LP, HGC Investment Management Inc., Osprey Sponsor II, LLC and others in a reverse merger transaction on September 9, 2021. The combined company will operate under name of “BlackSky Technology Inc.” and its shares will commence trading on the New York Stock Exchange on September 10, 2021. Chief Executive Officer Brian O'Toole will continue to lead the combined company with Will Porteous remaining as chairman of the board. In connection with the business combination, Magid Abraham, Timothy Harvey and James Tolonen will join BlackSky's board. David DiDomenico will continue to serve on the combined company's board of directors. PJT Partners, LP advised Osprey Technology in this transaction.