Item 8.01 Other Events.
This filing relates to the proposed merger involving Osprey Technology
Acquisition Corp. ("Osprey") with BlackSky Holdings, Inc. ("BlackSky"), pursuant
to the terms of that certain Agreement and Plan of Merger, dated as of February
17, 2021, by and among Osprey, Osprey Technology Merger Sub, Inc. and BlackSky.
On Saturday, May 15, 2021 a Rocket Lab Electron rocket carrying two BlackSky
satellites suffered a failure during flight preventing the successful deployment
of the satellites. Both BlackSky satellites were destroyed in the launch
failure. Rocket Lab is actively investigating the cause of the failure. BlackSky
is assessing the financial and operational impact from the May 15, 2021 launch
failure.
"We have developed a resilient and responsive strategy for our constellation,"
Brian E. O'Toole, CEO of BlackSky. "BlackSky has additional satellites ready to
deploy as well as an active production line with more satellites on track to be
delivered over the course of this year. We will continue to execute on the
expansion of our constellation and expect to remain on track to meet our
business objectives."
This Current Report on Form 8-K (the "Current Report") shall not be deemed an
admission as to the materiality of any information in this Item 8.01.
Additional Information and Where to Find It
This document relates to the proposed transactions between the Company and
BlackSky. In connection with the business combination, on May 13, 2021, the
Company filed a registration statement on Form S-4 with the U.S. Securities and
Exchange Commission (the "SEC"), which includes a document that serves as a
prospectus and proxy statement of the Company, referred to as a proxy
statement/prospectus. A proxy statement/prospectus will be sent to all
stockholders of the Company. The Company also will file other documents
regarding the proposed transactions with the SEC. Before making any voting or
investment decision, investors and security holders of the Company 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 may 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 the Company through the website maintained
by the SEC at www.sec.gov.
The documents filed by the Company with the SEC also may be obtained free of
charge at the Company's website at https://www.osprey-technology.com/ or from
the Company upon written request to 1845 Walnut Street, Suite 1111,
Philadelphia, Pennsylvania 19103.
Participants in Solicitation
The Company and BlackSky and their directors and executive officers may be
deemed to be participants in the solicitation of proxies from Company
stockholders in connection with the previously announced proposed transactions
with BlackSky. The Company's stockholders and other interested persons may
obtain, without charge, more detailed information regarding the directors and
officers of the Company in the Company'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 the Company's registration statement on Form S-4, which was filed
by the Company with the SEC in connection with the business combination on
May 13, 2021. Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to the Company's shareholders
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 the Company with the SEC on May 13, 2021 in connection with the
business combination.
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A list of the names of such directors and executive officers and information
regarding their interests in the transactions are or will be contained in the
proxy statement/prospectus when available. You may obtain free copies of these
documents as described in the preceding paragraph.
This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
Forward-Looking Statements Legend
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws. 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. You should
carefully consider the risks and uncertainties described in the "Risk Factors"
section of the Company's registration on Form S-1 (File No. 333-234180), the
registration statement on Form S-4 discussed above and other documents filed by
the Company 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 the Company 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 the Company nor BlackSky gives any
assurance that either BlackSky or the Company, or the combined company, will
achieve its expectations.
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