Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the February 18 Current Report, on February 17, 2021, Osprey entered into an Agreement and Plan of Merger (attached as Exhibit 2.1 hereto, the "Merger Agreement"), by and among (a) Osprey, (b) Osprey Technology Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Osprey ("Merger Sub") and (c) BlackSky Holdings, Inc., a Delaware corporation (the "Company"), which provides for, among other things, the merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity (the "Merger" and, collectively with the other transactions contemplated by the Merger Agreement, the "transactions"). The transactions set forth in the Merger Agreement, including the Merger, will constitute a "Business Combination" as contemplated by Osprey's Amended and Restated Certificate of Incorporation.

The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board of Directors of Osprey (the "Board") on February 17, 2021.

The Merger Agreement

Merger Consideration

Pursuant to the Merger Agreement, the aggregate merger consideration payable to equity holders of the Company at closing (the "Total Consideration") will be paid in a number of shares of newly-issued Osprey Class A common stock, valued at $10.00 per share (the "Osprey Common Stock"), calculated by dividing (x) $925,000,000, plus (a) the aggregate exercise prices that would be paid to the Company if all stock options and all warrants outstanding as of immediately prior to the closing were exercised in full, minus (b) any unfunded amount under the Company's bridge loan, minus (c) the total consideration payable to shares of the Company's Class B common stock, which is equal to the product of (i) the total number of shares of the Company's Class B common stock, par value $0.00001 per share, issued and outstanding as of immediately prior to the effective time of the Merger and (ii) an amount in cash equal to $0.00001 by (y) $10.00.

Effective as of the effective time of the Merger and by virtue of the Merger, each share of the Company's common stock (other than Class B common stock) and preferred stock that is issued and outstanding immediately prior to the effective time of the Merger will be cancelled and automatically converted into the right to receive a number of shares of Osprey Common Stock equal to the applicable Per Share Exchange Ratio (as defined in the Merger Agreement). Effective as of the effective time of the Merger and by virtue of the Merger, each share of Company Class B common stock issued and outstanding immediately prior to the effective time of the Merger will be cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to $0.00001 per share.

Effective as of the effective time of the Merger and by virtue of the Merger, each option to purchase shares of Company Class A Common Stock (each, a "Company Stock Option") that is outstanding and unexercised as of immediately prior to the effective time of the Merger will be converted into an option to acquire a number of shares of Osprey Class A Common Stock equal to the product obtained by multiplying (x) the number of shares of Company Common Stock subject to the applicable Company Stock Option by (y) the Class A Common Exchange Ratio, and will be subject to the same terms and conditions as were applicable to such Company Stock Option (each an "Assumed Osprey Stock Option"). For purposes of the Merger Agreement, the Class A Common Exchange Ratio equals to the quotient of (A) the residual Total Consideration after taking into account the preferred series preference amounts, divided by $10.00, divided by (B) the number of participating shares of Company Common Stock on a fully diluted basis. The exercise price per share of each Assumed Osprey Stock Option will be equal to the quotient obtained by dividing (x) the exercise price per share applicable to such Company Stock Option by (y) the Class A Common Exchange Ratio.





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Effective as of the effective time of the Merger and by virtue of the Merger, each award of Company restricted stock units (each, a "Company RSU Award") that is outstanding as of immediately prior to the effective time of the Merger will be converted into an award of Osprey restricted stock units covering a number of shares of Osprey Class A Common Stock equal to the product obtained by multiplying (x) the number of shares of Company Common Stock subject to the applicable Company RSU Award by (y) the Class A Common Exchange Ratio, and will be subject to the same terms and conditions as were applicable to such Company RSU Award.

Each warrant to purchase shares of capital stock of the Company ("Company Warrant") that is outstanding and unexercised as of immediately prior to the effective time of the Merger will be (i) automatically exercised in accordance with its terms immediately prior to the effective time of the Merger if such Company Warrant provides that it will be automatically exercised in connection with the Merger (an "Exercising Warrant"), (ii) automatically terminated in accordance with its terms immediately prior to the effective time of the Merger if such Company Warrant provides that it will be automatically terminated if not exercised prior to the effective time of the Merger (a "Terminating Warrant") or (iii) assumed by Osprey and converted into a warrant to acquire Osprey Common Stock if the Company Warrant is not a Terminating Company Warrant or Exercising Company Warrant.

Representations and Warranties

The Merger Agreement contains certain customary representations and warranties of the parties with respect to, among other things, (a) entity organization, formation and authority, (b) capital structure, (c) authorization to enter into the Merger Agreement, (d) taxes, (e) financial statements, (f) real property, (g) material contracts, (h) absence of changes, (i) employee matters, (j) compliance with laws, (k) litigation, (l) transactions with affiliates and (m) regulatory matters (including with respect to the Company's communications licenses and compliance). The representations and warranties contained in the Merger Agreement will not survive the closing of the transactions, other than in the event of actual fraud.

Covenants

The Merger Agreement contains certain customary covenants of the parties with respect to operation of the business prior to consummation of the transactions and efforts to satisfy conditions to consummation of the transactions. The Merger Agreement also contains additional covenants of the parties, including, among others, covenants providing for (a) Osprey to use reasonable best efforts to obtain all necessary regulatory approvals and (b) Osprey and the Company to jointly prepare (and for Osprey to file with the Securities and Exchange Commission (the "SEC")) a registration statement on Form S-4 (the "Registration Statement") for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act") the shares of Osprey Common Stock to be issued to the Company's equityholders in connection with the Mergers, which Registration Statement will contain a joint proxy statement/consent solicitation statement/prospectus for the purpose of (i) soliciting written consents from the Company's stockholders in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, and (ii) soliciting proxies from Osprey's stockholders to vote in favor of adoption and approval of the Merger Agreement, the transactions contemplated thereby and certain other matters at a special meeting called therefor, including (A) a customary management equity incentive plan in the form attached as an exhibit to the Merger Agreement with any changes or modifications thereto as the Company and Osprey may mutually agree and (B) an employee stock purchase plan in the form attached as an exhibit to the Merger Agreement with any changes or modifications thereto as the Company and Osprey may mutually agree.

Except as expressly permitted by the Merger Agreement, from the date of the Merger Agreement to the effective time of the Merger or, if earlier, the valid termination of the Merger Agreement in accordance with its terms, the Company has agreed not to, among other things, initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, an Alternative Transaction (as defined in the Merger Agreement). Prior to the receipt of the Company stockholder approval, the Company board of directors may, among other things, change its recommendation that the Company stockholders adopt the Merger Agreement, subject to the conditions set forth in the Merger Agreement, including to accept a Superior Proposal (as defined in the Merger Agreement) if the Company's board of directors concludes, in consultation with its financial advisor(s) and outside legal counsel, that the failure to take such action would constitute a breach of its fiduciary duties under applicable law.





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From the date of the Merger Agreement to the effective time of the Merger or, if earlier, the valid termination of the Merger Agreement in accordance with its terms, Osprey has agreed not to, among other things, solicit, initiate, continue . . .

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth above in Item 1.01 of this Current Report with respect to the PIPE Investment is incorporated by reference in this Item 3.02. The shares of Osprey Common Stock to be issued in the PIPE Investment and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.

Additional Information and Where to Find It

This Current Report on Form 8-K relates to the proposed transactions between Osprey and the Company. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will 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. Osprey intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of Osprey, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Osprey shareholders. 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 from Osprey upon written request to 1845 Walnut Street, Suite 1111, Philadelphia, Pennsylvania 19103.

Participants in Solicitation

Osprey and the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Osprey 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 for the fiscal year ended December 31, 2019, which was filed with the SEC on March 6, 2020, and in Osprey's registration statement on Form S-4, which is expected to be filed by Osprey with the SEC in connection with the business combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Osprey'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 is expected to be filed by Osprey with the SEC 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 will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.

Forward-Looking Statements Legend

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transactions between Osprey and the Company. 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 the Company's business relationships, operating results, and business generally, (viii) risks that the proposed transactions disrupt current plans and operations of the Company, (ix) the outcome of any legal proceedings that may be instituted against the Company 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 the Company operates, variations in operating performance across competitors, changes in laws and regulations affecting the Company'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 and (xiii) 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 discussed above 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 the Company 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 the Company gives any assurance that either the Osprey or the Company, or the combined company, will achieve its expectations.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No.       Description

 2.1*               Agreement and Plan of Merger, dated as of February 17, 2021

10.1                Form of Subscription Agreement (PIPE Investors)

10.2                Form of Subscription Agreement (Inside PIPE Investors)

10.3                Sponsor Support Agreement, dated as of February 17, 2021

10.4*               Form of Stockholder Support Agreement, dated as of February 17,
                  2021

10.5                Form of Registration Rights Agreement

* Certain exhibits and schedules to this Exhibit have been omitted in accordance

with Regulation S-K Item 601(b)(2). Osprey agrees to furnish supplementally a

copy of all omitted exhibits and schedules to the Securities and Exchange

Commission upon its request.






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