As filed with the Securities and Exchange Commission on July 14, 2021

Registration No. 333-256103

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

OSPREY TECHNOLOGY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware (State or other jurisdiction of incorporation or organization)		6770 (Primary Standard Industrial Classification Code Number)		83-1833760 (I.R.S. Employer Identification Number)

 

1845 Walnut Street, Suite 1111,

Philadelphia, PA 19103

Telephone: (212) 920-1345

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

David DiDomenico

c/o Osprey Technology Acquisition Corp.

1845 Walnut Street, Suite 1111,

Philadelphia, PA 19103

Telephone: (212) 920-1345

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Howard L. Ellin C. Michael Chitwood Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 Telephone: (212) 735-3000		Brian Daum Chief Financial Officer BlackSky Holdings, Inc. 13241 Woodland Park Road Suite 300 Herndon, VA 20171 Telephone: (571) 267-1571		Craig E. Sherman Brian Keyes Megan J. Baier Mark G.C. Bass Wilson Sonsini Goodrich & Rosati, P.C. 701 Fifth Avenue Seattle, WA 98104-7036 Telephone: (206) 883-2500

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of securities to be registered		Amount to be registered		Proposed maximum offering price per unit		Proposed maximum aggregate offering price		Amount of registration fee(3)
Osprey Class A common stock, par value $0.0001 per share		92,500,000(1)		N/A		$3,108.96(2)		$0.34(4)

(1)

Based on the maximum number of shares of common stock, par value $0.0001 per share (“Osprey Class A common stock”), of the registrant, Osprey Technology Acquisition Corp. (“Osprey”), estimated to be issued in connection with the merger described herein (the “merger”), involving BlackSky Holdings, Inc. (“BlackSky”). This number is based on the estimated number of shares of Osprey Class A common stock (i) expected to be issued in the merger in exchange for shares of BlackSky capital stock anticipated to be outstanding immediately prior to the merger and (ii) reserved for issuance upon the settlement or exercise of certain outstanding BlackSky restricted stock unit awards, stock options and warrants outstanding as of the effective time of the merger pursuant to the terms of the merger agreement described herein.

 

(2)

Pursuant to Rule 457(f) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount equal to $3,108.96, calculated as one-third of the par value of BlackSky securities to be exchanged in the merger as of immediately prior to the merger. BlackSky is a private company and no market exists for its securities. BlackSky has an accumulated capital deficit.

 

(3)	Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

 

(4)	Previously paid.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this preliminary proxy statement/consent solicitation statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/consent solicitation statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS DATED JULY 14, 2021, SUBJECT TO COMPLETION

 

Dear Stockholders of Osprey Technology Acquisition Corp.:

On February 17, 2021, Osprey Technology Acquisition Corp., a Delaware corporation (“Osprey”), and Osprey Technology Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Osprey (“Merger Sub”), entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the “merger agreement”) with BlackSky Holdings, Inc., a Delaware corporation (“BlackSky”). A copy of the merger agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A; any inconsistencies between this proxy statement/consent solicitation statement/prospectus and the merger agreement shall be determined by reference to the merger agreement. If the merger agreement and the transactions contemplated thereby are approved by BlackSky’s stockholders and Osprey’s stockholders, and the other conditions to the merger set forth in the merger agreement are satisfied or waived, Merger Sub will merge with and into BlackSky, with BlackSky being the surviving company and a wholly-owned subsidiary of Osprey (the “merger” and the effective time of the merger, the “effective time”). As used in this proxy statement/consent solicitation statement/prospectus, “New BlackSky” refers to Osprey and its consolidated subsidiaries after giving effect to the merger, and “New BlackSky Parent” refers to Osprey after giving effect to the merger.

Pursuant to the merger agreement, at the effective time, each outstanding share of BlackSky capital stock (other than shares of BlackSky Class B common stock, treasury shares and shares with respect to which appraisal rights under the General Corporation Law of the State of Delaware (the “DGCL”) are properly exercised and not withdrawn) will be converted into a number of shares of Osprey Class A common stock based on the Per Share Exchange Ratio applicable thereto (as defined in the merger agreement and described herein) and each outstanding BlackSky restricted stock unit, option and warrant will be converted into an Osprey restricted stock unit, option or warrant based on the Per Share Exchange ratio applicable to shares of BlackSky Class A common stock.

The total number of shares of Osprey Class A common stock issuable to the BlackSky equityholders in connection with the merger (which is referred to herein as the “Total Consideration Share Amount”) will be calculated by dividing (x) an amount equal to (a) $925,000,000, plus (b) the aggregate exercise prices that would be paid to BlackSky if all options and warrants to purchase BlackSky capital stock outstanding immediately prior to the effective time were exercised in full, minus (c) an amount (not to exceed $1.8 million) equal to the unfunded portion of a bridge loan BlackSky has the right to incur prior to the closing of the merger, and minus (d) the total consideration payable for shares of BlackSky’s Class B common stock in connection with the merger (which amount will equal less than $1,000 in the aggregate) by (y) $10.00. Based on the aggregate exercise prices of the BlackSky options and warrants anticipated to be outstanding as of immediately prior to the effective time and assuming the Total Consideration Share Number is not reduced due to any unfunded portion of the BlackSky bridge loan, it is currently anticipated the total number of shares of Osprey Class A common stock constituting the Total Consideration Share Number will equal approximately                  shares.

Pursuant to the merger agreement, each issued and outstanding share of BlackSky Class B common stock will be converted into the right to receive cash consideration equal to $0.00001 per share. The total cash consideration payable to the holders of BlackSky Class B common stock in connection with the merger will equal less than $1,000 in the aggregate. For a detailed description of the treatment of BlackSky’s Options, RSU and Warrants in the merger, see “Treatment of BlackSky Options, RSU & Warrants in the Merger”.

Following the closing of the merger, Osprey intends to change its name to BlackSky Technology Inc. Osprey’s units, Class A common stock and public warrants are publicly traded on the New York Stock Exchange (the “NYSE”) under the symbols “SFTW.U”, “SFTW” and “SFTW.WS”, respectively. Following the merger, New BlackSky Parent Class A common stock (including common stock issuable in the merger) and New BlackSky Parent warrants will be listed on the NYSE under the symbols “BKSY” and “BKSY.W”, respectively. New BlackSky Parent will not have units traded following the closing of the merger.

Osprey will hold a special meeting of stockholders (the “Osprey Special Meeting”) to consider matters relating to the proposed merger. Osprey and BlackSky cannot complete the merger unless the conditions to the merger set forth in the merger agreement are satisfied or waived in accordance with their terms, including the condition that the Osprey stockholders vote to approve (among other things) the merger agreement and the transactions contemplated thereby, and the issuance of Osprey Class A common stock to be issued as a portion of the merger consideration and the PIPE Investment, and BlackSky’s stockholders consent to the adoption of the merger agreement and the approval of the transactions contemplated thereby. Osprey is sending you this proxy statement/consent solicitation statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/consent solicitation statement/prospectus.

The Osprey Special Meeting will be held on                 , 2021 at                 , New York City time, at https://www.cstproxy.com/ospreytechnology/sm2021.

In light of the ongoing developments related to the COVID-19 pandemic and to protect the health of Osprey stockholders and the community, the Osprey Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Special Meeting by visiting https://www.cstproxy.com/ospreytechnology/sm2021 and entering your control number as further explained in the accompanying proxy statement/consent solicitation statement/prospectus.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF OSPREY COMMON STOCK YOU OWN. To ensure your representation at the Osprey Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/consent solicitation statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote virtually at the meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

After careful consideration, the Osprey board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that Osprey stockholders vote “FOR” the approval of the merger agreement and the transactions contemplated thereby, “FOR” the issuance of Osprey Class A common stock to be issued as the merger consideration and the PIPE Investment and “FOR” the other matters to be considered at the Osprey Special Meeting.

After careful consideration, the BlackSky board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that BlackSky stockholders consent to adopt the merger agreement and approve the transactions contemplated thereby (the “BlackSky Business Combination Proposal”).

This proxy statement/consent solicitation statement/prospectus provides you with detailed information about the proposed merger. It also contains or references information about Osprey and BlackSky and certain related matters. You are encouraged to read this proxy statement/consent solicitation statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 34 for a discussion of the risks you should consider in evaluating the proposed merger and how they will affect you.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT OSPREY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OSPREY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE MERGER IS NOT

 

ii

COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

If you have any questions regarding the accompanying proxy statement/consent solicitation statement/prospectus, you may contact Morrow Sodali LLC, Osprey’s proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400.

On behalf of the Osprey board of directors, I would like to thank you for your support and look forward to the successful completion of the merger.

Sincerely,

David DiDomenico

Chief Executive Officer and President

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, THE SHARES OF OSPREY CLASS A COMMON STOCK TO BE ISSUED IN CONNECTION WITH THE MERGER OR THE OTHER TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/consent solicitation statement/prospectus is dated                 , 2021, and is first being mailed to stockholders of Osprey on or about                 , 2021.

 

iii

OSPREY TECHNOLOGY ACQUISITION CORP.

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON                 , 2021

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “Osprey Special Meeting”), of Osprey Technology Acquisition Corp., a Delaware corporation (which is referred to as “Osprey”) will be held on                 , 2021, at                 , New York City time, at https://www.cstproxy.com/ospreytechnology/sm2021. In light of the ongoing developments related to the COVID-19 pandemic and to protect the health of Osprey stockholders and the community, the Osprey Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Special Meeting by visiting https://www.cstproxy.com/ospreytechnology/sm2021 and entering your control number as further explained in the accompanying proxy statement/consent solicitation statement/prospectus.

You are cordially invited to attend the Osprey Special Meeting for the following purposes:

 

1.

The Business Combination Proposal—To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of February 17, 2021 (as it may be amended and/or restated from time to time, the “merger agreement”), by and among Osprey Technology Acquisition Corp., a Delaware corporation (“Osprey”), Osprey Technology Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Osprey (“Merger Sub”), and BlackSky Holdings, Inc., a Delaware corporation (“BlackSky”), pursuant to which Merger Sub will merge with and into BlackSky, with BlackSky being the surviving company and a wholly-owned subsidiary of Osprey (the “merger”) and the transactions contemplated thereby, including the merger. A copy of the merger agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A (Proposal No. 1 or the “Business Combination Proposal”);

 

2.	The Amendment Proposals—

 

(a)

To consider and vote upon separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of Osprey (the “proposed charter”) that will replace Osprey’s existing certificate of incorporation (the “existing charter”) at the effective time and the existing charter (a copy of the proposed charter is attached to this proxy statement/consent solicitation statement/prospectus as Annex B);

 

(i)

to increase the number of authorized shares of capital stock of Osprey and eliminate the Class B common stock classification (Proposal No. 2);

 

(ii)

to require the affirmative vote of a majority of the entire board of directors and holders of at least 66 2/3% of the voting power of all then outstanding voting securities entitled to vote thereon, voting together as a single class, to amend, repeal or modify certain provisions of the proposed charter (Proposal No. 3);

 

(iii)

to provide that the number of authorized shares of any series of preferred stock authorized under the proposed charter may be increased (but not above the total number of authorized shares of the class) or decreased (but not below the number of shares of any such series then outstanding) by the adoption of a resolution by the board of directors (Proposal No. 4);

 

(iv)

to provide for the classification of the board of directors into three classes of directors and for the removal of directors only for cause and only upon the affirmative vote of holders of at least 66 2/3% of the voting power of the issued and outstanding shares of capital stock entitled to vote in the election of directors, voting together as a single class (Proposal No. 5);

 

(b)

conditioned upon the approval of Proposals No. 2 through 5, a proposal to approve the proposed charter, which includes the approval of all other changes in the proposed charter in connection with replacing the existing charter with the proposed charter as of the closing of the merger (Proposal No. 6 and together with Proposals No. 2 through 5, the “Amendment Proposals”);

 

iv

3.

The Director Election Proposal—To consider and vote upon a proposal to elect                  directors, effective immediately upon the closing of the merger, to be allocated by the board of directors into three classes of directors and to serve staggered terms on the Osprey board of directors until the first, second and third annual meetings of stockholders following the date of the filing of the proposed charter, as applicable, and until their respective successors are duly elected and qualified (Proposal No. 7 or the “Director Election Proposal”);

 

4.

The NYSE Proposal—To consider and vote upon a proposal, for purposes of complying with the applicable NYSE listing requirements (including Section 312.03 of the NYSE’s Listed Company Manual), to approve the issuance of shares of Osprey Class A common stock in accordance with the terms of the merger agreement and the PIPE documents in connection with the merger and the PIPE Investment (as defined below) (Proposal No. 8 or the “NYSE Proposal”);

 

5.

The Omnibus Incentive Plan Proposal—To consider and vote upon a proposal to approve and adopt the 2021 Equity Incentive Plan (the “Omnibus Incentive Plan”), including the authorization of the initial share reserve under the Omnibus Incentive Plan (Proposal No. 9 or the “Omnibus Incentive Plan Proposal”);

 

6.	The ESPP Proposal—To consider and vote upon a proposal to approve and adopt the Employee Stock Purchase Plan (the “ESPP”), including authorization of the initial share reserve under the ESPP (Proposal No. 10 or the “ESPP Proposal”); and

 

7.

The Adjournment Proposal—To consider and vote upon a proposal to adjourn the Osprey Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Osprey Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Amendment Proposals, the Director Election Proposal, the NYSE Proposal, the Omnibus Incentive Plan Proposal or the ESPP Proposal (Proposal No. 11 or the “Adjournment Proposal”).

The Business Combination Proposal, the Amendment Proposals, the Director Election Proposal, the NYSE Proposal, the Omnibus Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary) are collectively referred to as the “Proposals”.

Only holders of record of Osprey common stock at the close of business on July 16, 2021 are entitled to notice of the Osprey Special Meeting and to vote at the Osprey Special Meeting and any adjournments or postponements of the Osprey Special Meeting. A complete list of Osprey stockholders of record entitled to vote at the Osprey Special Meeting will be available for 10 days before the Osprey Special Meeting at the principal executive offices of Osprey for inspection by stockholders during ordinary business hours for any purpose germane to the Osprey Special Meeting.

Pursuant to Osprey’s existing charter, Osprey will provide holders (“public stockholders”) of its Class A common stock (“public shares”) with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account (as defined below), which holds the proceeds of Osprey’s initial public offering (the “initial public offering”) as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to Osprey to pay its franchise and income taxes) upon the closing of the transactions contemplated by the merger agreement. For illustrative purposes, based on funds in the Trust Account of $318,053,820 on March 31, 2021, the estimated per share redemption price would have been approximately $10.05, excluding additional interest earned on the funds held in the Trust Account and not previously released to Osprey to pay its franchise and income taxes. Public stockholders may elect to redeem their shares without voting, and if they do vote, irrespective of whether they vote for or against the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares. Osprey Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as a stockholder of Osprey, has agreed to waive its redemption

 

v

rights in connection with the consummation of the merger with respect to any shares of Osprey stock it may hold. Currently, the Sponsor holds shares representing approximately 20% of the aggregate voting power of the Osprey common stock, consisting of Class B common stock (“Founder Shares”). Such Founder Shares and warrants held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor, solely in its capacity as a stockholder of Osprey, has agreed to vote any shares of Osprey stock owned by it in favor of the Proposals.

Approval of each of the Business Combination Proposal, the NYSE Proposal, the Omnibus Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary) requires the affirmative vote of at least a majority of the votes cast by the stockholders of Osprey present in person or represented by proxy at the Osprey Special Meeting and entitled to vote thereon, assuming a quorum is present. Approval of the Director Election Proposal requires the affirmative vote of at least a plurality of the votes cast by the stockholders of Osprey present in person or represented by proxy at the Osprey Special Meeting and entitled to vote thereon, assuming a quorum is present. Approval of the Amendment Proposals requires the affirmative vote of (i) holders of a majority of the outstanding shares of Osprey common stock, voting together as a single class, and (ii) holders of a majority of the outstanding shares of Osprey Class B common stock, voting separately as a single class. The Osprey board of directors unanimously recommends that you approve the Proposals.

As of March 31, 2021, there was $318,053,820 in the Trust Account, which Osprey intends to use for the purposes of consummating a business combination within the time period described in this proxy statement/consent solicitation statement/prospectus and to pay approximately $11.1 million in deferred underwriting commissions to the underwriters of Osprey’s initial public offering. Each redemption of public shares by its public stockholders will decrease the amount in the Trust Account. Osprey will not consummate the merger if the redemption of public shares would result in Osprey’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule).

The merger agreement provides that the obligation of BlackSky to consummate the merger is conditioned (among other things) on the amount of cash held in the Trust Account, minus the aggregate amount of cash required to satisfy all Osprey stockholder redemptions, plus the proceeds from the private placement of shares of New BlackSky Parent Class A common stock being issued at the closing of the merger (the “PIPE Investment”), equaling or exceeding $225,000,000. This condition to closing of the merger is for the sole benefit of BlackSky and may be waived by it. If, as a result of redemptions of Class A common stock by Osprey public stockholders, this condition is not met (or waived), then BlackSky may elect not to consummate the merger.

If Osprey stockholders fail to approve the Business Combination Proposal, the Amendment Proposals, the Director Election Proposal, the NYSE Proposal, the Omnibus Incentive Plan Proposal or the ESPP Proposal, the merger will not occur. The proxy statement/consent solicitation statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Osprey Special Meeting. Please review the proxy statement/consent solicitation statement/prospectus carefully.

The Osprey board of directors has set the close of business on July 16, 2021 as the record date for the Osprey Special Meeting. Only holders of record of shares of Osprey common stock at the close of business on July 16, 2021 will be entitled to notice of and to vote at the Osprey Special Meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the Osprey Special Meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of shares of Osprey common stock.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF OSPREY COMMON STOCK YOU OWN. Whether or not you plan to attend the Osprey Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

 

vi

After careful consideration, the Osprey board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Amendment Proposals, “FOR” the Director Election Proposal, “FOR” the NYSE Proposal, “FOR” the Omnibus Incentive Plan Proposal, “FOR” the “ESPP Proposal” and “FOR” the Adjournment Proposal (if necessary).

If you have any questions or need assistance with voting, please contact Morrow Sodali LLC, Osprey’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400.

Please read carefully the sections in the proxy statement/consent solicitation statement/prospectus regarding attending and voting at the annual meeting to ensure that you comply with these requirements.

 

                , 2021

 

vii

BlackSky Holdings, Inc.

13241 Woodland Park Road, Suite 300

Herndon, VA 20171

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To the Stockholders of BlackSky Holdings, Inc.:

Pursuant to the Agreement and Plan of Merger, dated as of February 17, 2021 (as it may be amended and/or restated from time to time, the “merger agreement”), by and among BlackSky Holdings, Inc. (“BlackSky”), Osprey Technology Acquisition Corp. (“Osprey”), and Osprey Technology Merger Sub, Inc., a wholly owned subsidiary of Osprey (“Merger Sub”), Merger Sub will merge with and into BlackSky with BlackSky surviving the merger as a wholly owned subsidiary of Osprey (the “merger”).

The accompanying proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of the BlackSky board of directors to request that holders of BlackSky common stock and the holders of BlackSky preferred stock as of the record date of             , 2021 execute and return written consents to (i) adopt the merger agreement and approve the transactions contemplated thereby; (ii) waive all notice requirements applicable to, or triggered by, the merger, the merger agreement and the transactions contemplated thereby; and (iii) waive any appraisal or dissenters’ rights or any similar rights that such stockholders may have in connection with the merger.

The accompanying proxy statement/consent solicitation statement/prospectus describes the proposed merger and the actions to be taken in connection with the merger and provides additional information about the parties involved. Please give this information your careful attention. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement/consent solicitation statement/prospectus.

A summary of the appraisal rights that may be available to you is described in “Appraisal Rights”. Please note that if you wish to exercise appraisal rights you must not sign and return a written consent adopting the merger agreement. However, so long as you do not return a consent form at all, it is not necessary to affirmatively vote against or disapprove the merger. In addition, you must take all other steps necessary to perfect your appraisal rights in accordance with Section 262 of the DGCL.

After careful consideration, the BlackSky board of directors has unanimously approved the merger and the merger agreement and recommends that BlackSky stockholders adopt the merger agreement and approve the transactions contemplated thereby by submitting a written consent.

Please complete, date and sign the written consent furnished with the accompanying proxy statement/consent solicitation statement/prospectus and return it promptly to BlackSky by one of the means described in “BlackSky’s Solicitation of Written Consents” of the accompanying proxy statement/consent solicitation statement/prospectus.

 

TABLE OF CONTENTS

 

		Page
NOTICE OF SOLICITATION OF WRITTEN CONSENT			1
TABLE OF CONTENTS			i
REFERENCES TO ADDITIONAL INFORMATION			iv
QUESTIONS AND ANSWERS			i
SUMMARY			1
SUMMARY HISTORICAL FINANCIAL DATA FOR OSPREY			23
UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF OSPREY AND BLACKSKY			30
FORWARD-LOOKING STATEMENTS			32
RISK FACTORS			34
Risks Related to BlackSky’s Business and Industry			34
Risks Related to the Merger			77
Additional Risks Relating to Ownership of New BlackSky Parent Class  A Common Stock Following the Merger			86
Risks Relating to Redemption			92
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			94
BLACKSKY’S SOLICITATION OF WRITTEN CONSENTS			116
OSPREY SPECIAL MEETING OF STOCKHOLDERS			119
General			119
Date, Time and Place			119
Purpose of Osprey Special Meeting			119
Recommendation of the Osprey Board of Directors			119
Voting Power; Record Date			119
Vote of the Sponsor and Osprey’s Directors and Officers			120
Quorum and Required Vote for Proposals for the Osprey Special Meeting			120
Recommendation of the Osprey Board of Directors			121
Abstentions and Broker Non-Votes			122
Voting Your Shares			122
Revoking Your Proxy			123
No Additional Matters May Be Presented at the Osprey Special Meeting			123
Who Can Answer Your Questions About Voting			123
Redemption Rights			123
Appraisal Rights			125
Proxy Solicitation Costs			125
The Sponsor			125
OSPREY PROPOSALS			127
PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL			127
PROPOSAL NO. 2 THROUGH NO. 6—THE AMENDMENT PROPOSALS			127
PROPOSAL NO. 7—THE DIRECTOR ELECTION PROPOSAL			131
PROPOSAL NO. 8—THE NYSE PROPOSAL			132
PROPOSAL NO. 9—THE OMNIBUS INCENTIVE PLAN PROPOSAL			133
PROPOSAL NO. 10—THE ESPP PROPOSAL			142
PROPOSAL NO. 11—THE ADJOURNMENT PROPOSAL			147
INFORMATION ABOUT OSPREY			149
General			149
Initial Public Offering and Private Placement			149
Fair Market Value of Target Business			149
Stockholder Approval of Merger and Redemptions			150

 

i

		Page
Voting Restrictions in Connection with Stockholder Meeting			150
Liquidation if No Initial Business Combination			150
Facilities			154
Employees and Human Capital			154
Periodic Reporting and Financial Information			154
Legal Proceedings			155
MANAGEMENT OF OSPREY			156
Directors and Executive Officers			156
Management Compensation			159
Compensation Committee Interlocks and Insider Participation			160
SELECTED HISTORICAL FINANCIAL INFORMATION OF OSPREY			161
OSPREY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.			163
Overview			163
Recent Developments			165
Results of Operations			165
Liquidity and Capital Resources			166
Related Party Transactions			167
Critical Accounting Policies and Estimates			168
Off-Balance Sheet Arrangements			169
Contractual Obligations			169
Quantitative and Qualitative Disclosures About Market Risk			170
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			171
INFORMATION ABOUT BLACKSKY			176
MANAGEMENT OF BLACKSKY			182
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF BLACKSKY			194
BLACKSKY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			196
MANAGEMENT OF NEW BLACKSKY AFTER THE MERGER			226
THE MERGER			232
Terms of the Merger			232
Conversion of Shares; Exchange Procedures			232
Unaudited Prospective Financial Information of BlackSky			234
Background of the Merger			238
Recommendation of the BlackSky Board of Directors and Reasons for the Merger			248
Recommendation of the Osprey Board of Directors and Reasons for the Merger			251
Interests of Osprey’s Directors and Officers in the Merger			255
Interests of BlackSky’s Directors and Executive Officers in the Merger			256
REGULATORY APPROVALS REQUIRED FOR THE MERGER			260
ACCOUNTING TREATMENT			261
PUBLIC TRADING MARKETS			261
THE MERGER AGREEMENT			262
Effects of the Merger			262
Merger Consideration			262
Closing and Effective Time			263
Covenants and Agreements			264
Representations and Warranties			277
Conditions to the Merger			281
Termination			283
Effect of Termination			284
Amendments			285

 

ii

		Page
Specific Performance			285
Stock Market Listing			285
Fees and Expenses			285
OTHER AGREEMENTS			286
Sponsor Support Agreement			286
Stockholder Support Agreements			287
Subscription Agreements			287
Registration Rights Agreement			288
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			289
COMPARISON OF STOCKHOLDERS’ RIGHTS			294
General			294
Comparison of Stockholders’ Rights			294
DESCRIPTION OF NEW BLACKSKY CAPITAL STOCK			313
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			319
PRICE RANGE OF SECURITIES AND DIVIDENDS			328
EXPERTS			328
LEGAL MATTERS			328
OTHER MATTERS			329
APPRAISAL RIGHTS			329
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			F-1
PART II INFORMATION NOT REQUIRED IN PROSPECTUS			II-1
Indemnification of Directors and Officers			II-1
Exhibits and Financial Statement Schedules			II-1
Undertakings			II-4
ANNEX A—AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B—PROPOSED AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OSPREY			B-1
ANNEX C—PROPOSED AMENDED AND RESTATED BYLAWS OF OSPREY			C-1
ANNEX D—GENERAL CORPORATION LAW OF THE STATE OF DELAWARE SECTION 262			D-1
ANNEX E—OMNIBUS INCENTIVE PLAN			E-1
ANNEX F—EMPLOYEE STOCK PURCHASE PLAN			F-1
ANNEX G—SPONSOR SUPPORT AGREEMENT			G-1
ANNEX H—FORM OF STOCKHOLDER SUPPORT AGREEMENT			H-1
ANNEX I—FORM OF REGISTRATION RIGHTS AGREEMENT			I-1
ANNEX J—FORM OF SUBSCRIPTION AGREEMENT			J-1

 

iii

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/consent solicitation statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/consent solicitation statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/ consent solicitation statement/prospectus and any of the documents incorporated by reference into this proxy statement/consent solicitation statement/prospectus or other publicly available information concerning Osprey, without charge, by written request to Secretary at Osprey Technology Acquisition Corp., 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103 or by telephone request at (212) 920-1345; or Morrow Sodali LLC, Osprey’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or request such documents in writing at Morrow Sodali LLC, 1335 N Astor Street, #3A, Chicago, Illinois 60610-2142; or from the SEC through the SEC website at the address provided above.

In order for Osprey’s shareholders to receive timely delivery of the documents in advance of the special meeting of Osprey to be held on                     , 2021, you must request the information no later than                     , 2021, five business days prior to the date of the special meeting.

 

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BASIS OF PRESENTATION AND GLOSSARY

As used in this proxy statement/consent solicitation statement/prospectus, unless otherwise noted or the context otherwise requires:

 

•

references to “BlackSky” are to BlackSky Holdings, Inc. and its consolidated subsidiaries;

 

•

references to “BlackSky equityholders” are to the holders of any (i) shares of BlackSky preferred stock, BlackSky common stock, (ii) options to purchase shares of BlackSky common stock, (iii) BlackSky restricted stock units or (iv) warrants to purchase shares of any BlackSky common stock or BlackSky preferred stock, collectively;

 

•

references to the “effective time” are to the time at which the merger becomes effective;

 

•

references to “Insider PIPE Investors” are to PIPE Investors that are existing directors or officers of, or otherwise affiliated or associated with, or identified by, Osprey;

 

•

references to the “merger” are to the proposed merger of Merger Sub with and into BlackSky, with BlackSky being the surviving corporation;

 

•

references to “Merger Sub” are to Osprey Technology Merger Sub, Inc.;

 

•

references to “New BlackSky” are to BlackSky Technology Inc. (f/k/a Osprey Technology Acquisition Corp.) as of immediately following the effective time and its consolidated subsidiaries, and references to “New BlackSky Parent” refer only to BlackSky Technology Inc. (f/k/a Osprey Technology Acquisition Corp.) as of immediately following the effective time, exclusive of its subsidiaries, in each case, after giving effect to the merger;

 

•

references to “Osprey” are to Osprey Technology Acquisition Corp. before giving effect to the merger;

 

•

references to “Osprey common stock” are to, prior to the effective time, collectively, Osprey Class A common stock and Osprey Class B common stock, and at and after the effective time, New BlackSky Parent Class A common stock;

 

•

references to the “PIPE Investment” are to the private placement of shares of New BlackSky Parent Class A common stock being issued at the closing of the merger;

 

•

references to “PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements;

 

•

references to “public shares” are to, prior to the effective time, shares of Osprey Class A common stock;

 

•

references to “Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated;

 

•

references to “Third Party PIPE Investor” are to any PIPE Investor who is not an Insider PIPE Investor.

Unless specified otherwise, amounts in this proxy statement/consent solicitation statement/prospectus are presented in United States (“U.S.”) dollars.

Defined terms in the financial statements contained in this proxy statement/consent solicitation statement/prospectus have the meanings ascribed to them in the financial statements.

 

v

QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the merger, the stockholder meeting and the consent solicitation. We urge you to read carefully the remainder of this proxy statement/consent solicitation statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/consent solicitation statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE MERGER

In light of the ongoing developments related to the COVID-19 pandemic and to protect the health of Osprey stockholders and the community, the Osprey Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast.

 

Q:	HOW DO I ATTEND A VIRTUAL MEETING?

 

A:

As a registered stockholder, along with this proxy statement/consent solicitation statement/prospectus, you received a proxy card from Continental Stock Transfer & Trust Company, our transfer agent, which contains instructions on how to attend the virtual Osprey Special Meeting, including the URL address and your control number. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust Company (“Continental”) at (917) 262-2373, or email at proxy@continentalstock.com.

You can pre-register to attend the virtual Osprey Special Meeting starting on                 , 2021 (5 business days prior to the meeting). Enter the following URL address into your browser https://www.cstproxy.com/ospreytechnology/sm2021, then enter your control number, name and email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the Osprey Special Meeting, you will need to re-log in using the same control number and, if you want to vote during the meeting, you will be prompted to enter your control number again.

Beneficial owners who own their investments through a bank or broker will need to contact Continental to receive a control number. If you plan to vote at the Osprey Special Meeting, you will need to have a legal proxy from your bank or broker, or if you would like to join and not vote Continental can issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number, at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the Osprey Special Meeting by dialing within the U.S. and Canada: 1 (877) 770-3647 (toll free) or outside of the U.S. and Canada: +1 (312) 780-0854 and when prompted enter the pin #38458611. This is listen only, so you will not be able to vote or enter questions during the Osprey Special Meeting.

 

Q:	WHAT IS THE MERGER?

 

A:

Osprey, Merger Sub, a wholly-owned subsidiary of Osprey, and BlackSky have entered into an Agreement and Plan of Merger, dated as of February 17, 2021 (as it may be amended and/or restated from time to time, the “merger agreement”), pursuant to which Merger Sub will merge with and into BlackSky, with BlackSky being the surviving company and a wholly-owned subsidiary of Osprey.

Osprey will hold the Osprey Special Meeting to, among other things, obtain the approvals required for the merger and the other transactions contemplated by the merger agreement and you are receiving this proxy statement/consent solicitation statement/prospectus in connection with such meeting. BlackSky is also providing these consent solicitation materials to the holders of BlackSky common stock and preferred stock, to solicit, among other things, the required written consent to adopt the merger

 

i

agreement and approve the transactions contemplated thereby (the “BlackSky Business Combination Proposal”). See “The Merger Agreement” for more information. In addition, a copy of the merger agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A. We urge you to read carefully this proxy statement/consent solicitation statement/prospectus and the merger agreement in their entirety.

 

Q:	WHY AM I RECEIVING THIS DOCUMENT?

 

A:

Osprey is sending this proxy statement/consent solicitation statement/prospectus to its stockholders to help them decide how to vote their shares of Osprey common stock with respect to the matters to be considered at the Osprey Special Meeting. BlackSky is also providing these consent solicitation materials to the holders of BlackSky common stock and preferred stock in order to solicit such holders’ written consent to, among other things, the BlackSky Business Combination Proposal.

The merger cannot be completed unless the conditions to the merger set forth in the merger agreement are satisfied or waived, including (among others) the approval by Osprey’s stockholders of the Business Combination Proposal, the Amendment Proposals, the Director Election Proposal, the NYSE Proposal, the Omnibus Incentive Plan Proposal and the ESPP Proposal set forth in this proxy statement/consent solicitation statement/prospectus for their approval and the approval by BlackSky’s stockholders of the BlackSky Business Combination Proposal. Information about the Osprey Special Meeting, the consent solicitation, the merger and the other business to be considered by stockholders at the Osprey Special Meeting is contained in this proxy statement/consent solicitation statement/prospectus.

This document constitutes a proxy statement of Osprey, a consent solicitation statement of BlackSky and a prospectus of Osprey. It is a proxy statement because the board of directors of Osprey is soliciting proxies using this proxy statement/consent solicitation statement/prospectus from its stockholders. It is a consent solicitation statement because the board of directors of BlackSky is soliciting written consent using this proxy statement/consent solicitation statement/prospectus from its stockholders. It is a prospectus because Osprey, in connection with the merger, is offering shares of Osprey Class A common stock in exchange for the outstanding shares of BlackSky capital stock, options, RSUs and warrants. See “The Merger Agreement—Merger Consideration” for more information.

 

Q:	WHAT WILL BLACKSKY EQUITYHOLDERS RECEIVE IN THE MERGER?

 

A:

If the merger is completed, at the effective time, each outstanding share of BlackSky capital stock (other than shares of BlackSky Class B common stock, treasury shares and shares with respect to which appraisal rights under the General Corporation Law of the State of Delaware (the “DGCL”) are properly exercised and not withdrawn) will be converted into a number of shares of Osprey Class A common stock based on the Per Share Exchange Ratio applicable thereto (as defined in the merger agreement and described herein) and each outstanding BlackSky restricted stock unit, option and warrant will be converted into an Osprey restricted stock unit, option or warrant based on the Per Share Exchange ratio applicable to shares of BlackSky Class A common stock.

The total number of shares of Osprey Class A common stock issuable to the BlackSky equityholders in connection with the merger (which is referred to herein as the “Total Consideration Share Amount”) will be calculated by dividing (x) an amount equal to (a) $925,000,000, plus (b) the aggregate exercise prices that would be paid to BlackSky if all options and warrants to purchase BlackSky capital stock outstanding immediately prior to the effective time were exercised in full, minus (c) an amount (not to exceed $1.8 million) equal to the unfunded portion of a bridge loan BlackSky has the right to incur prior to the closing of the merger, and minus (d) the total consideration payable for shares of BlackSky’s Class B common stock in connection with the merger (which amount will equal less than $1,000 in the aggregate) by (y) $10.00. Based on the aggregate exercise prices of the BlackSky options

and warrants anticipated to be outstanding as of immediately prior to the effective time and assuming

 

ii

the Total Consideration Share Number is not reduced due to any unfunded portion of the BlackSky bridge loan, it is currently anticipated the total number of shares of Osprey Class A common stock constituting the Total Consideration Share Number will equal approximately                  shares.

Effective as of the effective time and by virtue of the merger, each share of BlackSky preferred stock and each share of BlackSky Class A common stock that is issued and outstanding immediately prior to the effective time will be cancelled and automatically converted into the right to receive a number of shares of Osprey Class A common stock equal to the Per Share Exchange Ratio (as defined in the merger agreement) that is applicable to such share.

Pursuant to the merger agreement, each issued and outstanding share of BlackSky Class B common stock will be converted into the right to receive cash consideration equal to $0.00001 per share. The total cash consideration payable to the holders of BlackSky Class B common stock in connection with the merger will equal less than $1,000 in the aggregate.

The Per Share Exchange Ratio with respect to each outstanding share of BlackSky preferred stock will be equal to the greater of (i) a number of shares of Osprey Class A common stock equal in value (based on the Acquiror Closing Trading Price, as described below) to the liquidation preference payable with respect to such share of BlackSky preferred stock pursuant to BlackSky’s amended and restated certificate of incorporation and (ii) a number of shares of Osprey Class A common stock issuable with respect to one share of BlackSky Class A common stock in connection with the merger. Pursuant to the merger agreement, “Acquiror Closing Trading Price” means the average closing sale price of one share of Osprey Class A common stock on the New York Stock Exchange (“NYSE”) over the thirty day period ending three days prior to the closing of the merger.

The Per Share Exchange Ratio with respect to each outstanding share of BlackSky Class A common stock (also referred to herein as the “Class A Common Exchange Ratio”) will equal the quotient of (A) the portion of the Total Consideration Share Amount remaining after deducting the portion thereof payable in connection with the merger to the holders of BlackSky preferred stock, divided by (B) the number of participating shares of BlackSky Class A common stock issued and outstanding as of immediately prior to the effective time on a fully diluted basis (excluding shares of BlackSky Class A common stock issuable upon the conversion of BlackSky preferred stock that will receive their liquidation preference in connection with the merger and excluding shares of BlackSky Class B common stock).

Effective as of the effective time and by virtue of the merger, each BlackSky Stock Option that is outstanding and unexercised as of immediately prior to the effective time will be converted into an option to acquire a number of shares of Osprey Class A common stock equal to the product of (x) the number of shares of BlackSky Class A common stock subject to the applicable BlackSky Stock Option and (y) the Class A Common Exchange Ratio, and will be subject to the same terms and conditions as were applicable to such BlackSky Stock Option (each an “Assumed Osprey Stock Option”). 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 BlackSky Stock Option by (y) the Class A Common Exchange Ratio.

Effective as of the effective time and by virtue of the merger, each BlackSky RSU Award that is outstanding as of immediately prior to the effective time 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 of (x) the number of shares of BlackSky common stock subject to the applicable BlackSky RSU Award and (y) the Class A Common Exchange Ratio, and will be subject to the same terms and conditions as were applicable to such BlackSky RSU Award.

Each BlackSky Warrant that is outstanding and unexercised as of immediately prior to the effective time will be (i) automatically exercised in accordance with its terms immediately prior to the effective time if such BlackSky Warrant provides that it will be automatically exercised in connection with the

merger (an “Exercising BlackSky Warrant”), (ii) automatically terminated in accordance with its terms

 

iii

immediately prior to the effective time if such BlackSky Warrant provides that it will be automatically terminated if not exercised prior to the effective time (a “Terminating BlackSky Warrant”) or (iii) assumed by Osprey and converted into a warrant to acquire Osprey Class A common stock if the BlackSky Warrant is not a Terminating BlackSky Warrant or Exercising BlackSky Warrant.

 

Q:	WHEN WILL THE MERGER BE COMPLETED?

 

A:

The parties currently expect that the merger will be completed during the third quarter of 2021. However, neither Osprey nor BlackSky can assure you of when or if the merger will be completed and it is possible that factors outside of the control of both companies could result in the merger being completed at a different time or not at all. Osprey must first obtain the approval of Osprey stockholders for each of the Business Combination Proposal, the Amendment Proposals, the Director Election Proposal, the NYSE Proposal, the Omnibus Incentive Plan Proposal and the ESPP Proposal set forth in this proxy statement/consent solicitation statement/prospectus, BlackSky must first obtain the written consent of BlackSky stockholders adopting the merger agreement and approving the transactions contemplated thereby and Osprey and BlackSky must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See “The Merger Agreement—Conditions to the Merger” for more information.

 

Q:	WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

 

A:

If the merger is not completed, BlackSky equityholders will not receive any consideration for their shares of BlackSky common stock and BlackSky preferred stock or other BlackSky equity interests. Instead, BlackSky will remain an independent company. Under specified circumstances, BlackSky will be required to pay to Osprey a fee with respect to the termination of the merger agreement. See “The Merger Agreement—Termination—BlackSky Termination Fee” and “Risk Factors” for more information.

QUESTIONS AND ANSWERS ABOUT OSPREY’S SPECIAL STOCKHOLDER MEETING

 

Q:	WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

 

A:

Osprey stockholders are being asked to vote on the following proposals:

 

1.

the Business Combination Proposal;

 

2.

the Amendment Proposals;

 

3.

the Director Election Proposal;

 

4.

the NYSE Proposal;

 

5.

the Omnibus Incentive Plan Proposal;

 

6.

the ESPP Proposal; and

 

7.

the Adjournment Proposal (if necessary).

The merger is conditioned upon the approval of the Business Combination Proposal, the Amendment Proposals, the Director Election Proposal, the NYSE Proposal, the Omnibus Incentive Plan Proposal and the ESPP Proposal, subject to the terms of the merger agreement. The merger is not conditioned upon the approval of the Adjournment Proposal. Each of the Proposals (except the Adjournment Proposal) is cross-conditioned on the approval of each other.

 

Q:	WHY IS OSPREY PROPOSING THE MERGER?

 

A:

Osprey was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (collectively, a “business combination”).

 

iv

On November 5, 2019, Osprey completed its initial public offering, generating gross proceeds of $275,000,000. On November 11, 2019, the underwriters notified Osprey of their intention to exercise their over-allotment option in full on November 13, 2019, as a result of which the aggregate proceeds deposited in the Trust Account in connection with the initial public offering amounted to $316,250,000. Since Osprey’s initial public offering, Osprey’s activity has been limited to the evaluation of business combination candidates.

BlackSky is a leading provider of real-time geospatial intelligence, imagery and related data analytic products and services and mission systems. BlackSky monitors activities and facilities worldwide by harnessing the world’s emerging sensor networks and leveraging its own satellite constellation. BlackSky processes millions of observations 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 is powered by cutting-edge compute techniques including machine learning, artificial intelligence, computer vision, and natural language processing. BlackSky’s global monitoring solution is available via a simple subscription and requires no IT infrastructure or setup. Based on its due diligence investigations of BlackSky and the industry in which it operates, including the financial and other information provided by BlackSky in the course of their negotiations in connection with the merger agreement, Osprey believes that BlackSky has a leading position in real-time geospatial intelligence, imagery and related data analytic products and services and mission systems and a management team with skills that are complementary to those of Osprey. As a result, Osprey’s board of directors believes, after a thorough review of other business combination opportunities reasonably available to Osprey, that the proposed merger represents the best potential business combination for Osprey and the most attractive opportunity for Osprey’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential acquisition targets, and Osprey’s board of directors’ belief that such process has not presented a better alternative. See “The Merger—Recommendation of the Osprey Board of Directors and Reasons for the Merger”.

 

Q:	DID THE OSPREY BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGER?

 

A:

Osprey’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the merger. Osprey’s officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, and concluded that their experience and backgrounds, together with the experience and sector expertise of Osprey’s financial advisors, enabled them to make the necessary analyses and determinations regarding the merger. In addition, Osprey’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Osprey’s board of directors and advisors in valuing BlackSky’s business.

 

Q:	DO I HAVE REDEMPTION RIGHTS?

 

A:

If you are a holder of public shares, you have the right to demand that Osprey redeem such shares for a pro rata portion of the cash held in the Trust Account regardless of whether you vote for or against or abstain from voting on the Business Combination Proposal (such rights, “redemption rights”).

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group”, will not be redeemed.

 

v

Under Osprey’s existing charter, the merger may be consummated only if Osprey has at least $5,000,001 of net tangible assets after giving effect to all holders of public shares that properly demand redemption of their shares for cash. Additionally, BlackSky will not be required to consummate the merger if the amount of cash held in the Trust Account, minus the aggregate amount of cash required to satsify all Osprey stockholder redemptions, plus the proceeds from the PIPE Investment does not equal or exceed $225,000,000.

 

Q:	WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

 

A:

No. You may exercise your redemption rights (subject to compliance with the requirements for redemption as described in “Osprey Special Meeting of Stockholders—Redemption Rights”) whether you vote your shares of Class A common stock for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement/consent solicitation statement/prospectus. As a result, the merger can be approved by stockholders who will redeem their shares and no longer remain stockholders.

 

Q:	HOW DO I EXERCISE MY REDEMPTION RIGHTS?

 

A:

If you are a holder of public shares and wish to exercise your redemption rights, you must (i) demand that Osprey redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your stock to Continental, Osprey’s transfer agent, physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the Osprey Special Meeting. Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $                , or $                 per share, as of July 16, 2021, the Osprey record date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to Osprey to pay its franchise and income taxes, will be paid promptly upon consummation of the merger. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Osprey’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time at which the vote is taken with respect to the Business Combination Proposal at the Osprey Special Meeting. If you deliver your shares for redemption to Osprey’s transfer agent and later decide prior to the Osprey Special Meeting not to elect redemption, you may simply request that Osprey’s transfer agent return the shares (physically or electronically).

Any corrected or changed proxy card or written demand of redemption rights must be received by Osprey’s transfer agent prior to the vote taken on the Business Combination Proposal at the Osprey Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the Osprey Special Meeting.

If a holder of public shares votes for or against the Business Combination Proposal and demand is properly made as described above, then, if the merger is consummated, Osprey will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your public shares for cash.

For a summary of the U.S. federal income tax considerations for holders of public shares with respect to the exercise of these redemption rights, see “United States Federal Income Tax Considerations—Redemption of Osprey Class A common stock”.

 

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Q:	DOES A HOLDER OF OSPREY COMMON STOCK HAVE APPRAISAL RIGHTS IF THE HOLDER OBJECTS TO THE PROPOSED BUSINESS COMBINATION?

 

A:

No. There are no appraisal rights available to holders of shares of Osprey common stock in connection with the merger.

 

Q:	WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE MERGER?

 

A:

Following the closing of Osprey’s initial public offering, an amount equal to $275,000,000 ($10.00 per unit) from the net proceeds together with funds raised from the private sale of warrants simultaneously with the consummation of Osprey’s initial public offering, was placed in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act which invest only in direct U.S. government treasury obligations until the earlier of (i) the consummation of a business combination or (ii) the distribution of the trust account. On November 13, 2019, in connection with the underwriters’ full exercise of their over-allotment option, Osprey consummated the sale of additional units and warrants, and an additional $41,250,000 of net proceeds was placed in the Trust Account, resulting in $316,250,000 held in the trust account as of November 13, 2019. After consummation of the merger, the funds in the Trust Account will be used to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the merger (including aggregate fees of approximately $11,068,750 as deferred underwriting commissions related to Osprey’s initial public offering) and for New BlackSky’s working capital and general corporate purposes, including to pay down a portion of BlackSky’s debt.

 

Q:	WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS VOTE IN FAVOR OF THE OSPREY BUSINESS COMBINATION PROPOSAL AND EXERCISE THEIR REDEMPTION RIGHTS?

 

A:

Osprey’s public stockholders may vote in favor of the merger and still exercise their redemption rights. Accordingly, the merger may be consummated even though the funds available from the Trust Account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. However, BlackSky will not be required to consummate the merger if the amount of cash held in the Trust Account, minus the aggregate amount of cash required to satisfy all Osprey stockholder redemptions, plus the proceeds from the PIPE Investment does not equal or exceed $225,000,000. As of March 31, 2021, there was approximately $318,053,820 in the Trust Account. Thus, assuming there are $180,000,000 of proceeds from the PIPE Investment and a price of approximately $10.05 per share of Osprey common stock, Osprey public stockholders holding approximately 27,169,534 shares of Osprey Class A common stock may exercise their redemption without depleting the amount held in the Trust Account below $225,000,000. Additionally, a public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares. With fewer public shares and public stockholders, the trading market for Osprey Class A common stock may be less liquid than the market for Osprey Class A common stock prior to the merger and Osprey may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into BlackSky’s business will be reduced and New BlackSky may not be able to reduce its outstanding indebtedness as currently contemplated.

 

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Q:	WHAT HAPPENS IF THE MERGER IS NOT CONSUMMATED?

 

A:

If Osprey does not complete the merger for any reason, Osprey would search for another target business with which to complete a business combination. If Osprey does not complete the merger with BlackSky or another target business by November 5, 2021, Osprey must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of outstanding public shares. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period and, accordingly, its Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Osprey’s outstanding warrants. Accordingly, such warrants will expire worthless.

 

Q:	HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?

 

A:

The Sponsor owns of record and is entitled to vote an aggregate of approximately 20% of the outstanding shares of Osprey common stock. The Sponsor, solely in its capacity as a stockholder of Osprey, has agreed to vote any Founder Shares and any other shares of Osprey stock held by them as of the record date in favor of the Proposals. See “Other Agreements—Sponsor Support Agreement” for more information.

 

Q:	WHAT CONSTITUTES A QUORUM AT THE OSPREY SPECIAL MEETING?

 

A:

A majority of the voting power of the issued and outstanding Osprey stock entitled to vote at the Osprey Special Meeting must be present in person or represented by proxy at the Osprey Special Meeting to constitute a quorum and in order to conduct business at the Osprey Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holder of the Founder Shares, who currently owns approximately 20% of the issued and outstanding shares of Osprey common stock, will count towards this quorum. In the absence of receipt of proxies representing a sufficient number of shares of Osprey common stock to approve the Business Combination Proposal, the Amendment Proposals, the Director Election Proposal, the NYSE Proposal, the Omnibus Incentive Plan Proposal and the ESPP Proposal, the chairman of the Osprey Special Meeting has power to adjourn the Osprey Special Meeting. As of the record date for the Osprey Special Meeting,                  shares of Osprey common stock would be required to achieve a quorum.

 

Q:	WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE OSPREY SPECIAL MEETING?

 

A:

The Business Combination Proposal: The affirmative vote of at least a majority of the votes cast by the stockholders of Osprey present in person or represented by proxy at the Osprey Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the Business Combination Proposal. Osprey stockholders must approve the Business Combination Proposal in order for the merger and the other transactions contemplated by the merger agreement to occur. If Osprey stockholders fail to approve the Business Combination Proposal, the merger will not occur. As further discussed in “Other Agreements—Sponsor Support Agreement”, the Sponsor has entered into an agreement with Osprey and BlackSky, pursuant to which the Sponsor, solely in its capacity as a stockholder of Osprey, has agreed to vote any shares of Osprey stock held by it in favor of the Business Combination Proposal and the other Proposals. Currently, the Sponsor holds shares representing approximately 20% of the aggregate voting power of the Osprey common stock.

The Amendment Proposals: The affirmative vote of the (i) holders of a majority of the outstanding shares of Osprey common stock, voting together as a single class, and (ii) the holders of a majority of the outstanding shares of Osprey Class B common stock, voting separately as a single class, is required to approve the Amendment Proposals. The merger is conditioned upon the approval of the Amendment

 

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Proposals, subject to the terms of the merger agreement. Notwithstanding the approval of the Amendment Proposals, if the merger is not consummated for any reason, the actions contemplated by the Amendment Proposals will not be effected.

The Director Election Proposal: The affirmative vote of at least a plurality of the votes cast by the stockholders of Osprey present in person or represented by proxy at the Osprey Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the Director Election Proposal. The merger is conditioned upon the approval of the Director Election Proposal. Notwithstanding the approval of the Director Election Proposal, if the merger is not consummated for any reason, the actions contemplated by the Director Election Proposal will not be effected.

The NYSE Proposal: The affirmative vote of at least a majority of the votes cast by the stockholders of Osprey present in person or represented by proxy at the Osprey Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the NYSE Proposal. The merger is conditioned upon the approval of the NYSE Proposal, subject to the terms of the merger agreement. Notwithstanding the approval of the NYSE Proposal, if the merger is not consummated for any reason, the actions contemplated by the NYSE Proposal will not be effected.

The Omnibus Incentive Plan Proposal: The affirmative vote of at least a majority of the votes cast by the stockholders of Osprey present in person or represented by proxy at the Osprey Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the Omnibus Incentive Plan Proposal. The merger is conditioned upon the approval of the Omnibus Incentive Plan Proposal. Notwithstanding the approval of the Omnibus Incentive Plan Proposal, if the merger is not consummated for any reason, the actions contemplated by the Omnibus Incentive Plan Proposal will not be effected.

The ESPP Proposal: The affirmative vote of at least a majority of the votes cast by the stockholders of Osprey present in person or represented by proxy at the Osprey Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the ESPP Proposal. The merger is conditioned upon the approval of the ESPP Proposal. Notwithstanding the approval of the ESPP Proposal, if the merger is not consummated for any reason, the actions contemplated by the ESPP Proposal will not be effected.

The Adjournment Proposal: The affirmative vote of at least a majority of the votes cast by the stockholders of Osprey present in person or represented by proxy at the Osprey Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the Adjournment Proposal. The merger is not conditioned upon the approval of the Adjournment Proposal. The chairman of the Osprey Special Meeting has the power to adjourn the Osprey Special Meeting only in the absence of receipt of proxies representing a sufficient number of shares of Osprey common stock to approve the Business Combination Proposal, the Amendment Proposals, the Director Election Proposal, the NYSE Proposal, the Omnibus Incentive Plan Proposal and the ESPP Proposal.

 

Q:	DO ANY OF OSPREY’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF OSPREY STOCKHOLDERS?

 

A:

Certain members of the board of directors and executive officers of Osprey and the Sponsor, including their directors and executive officers, have interests in the merger that are different from, or in addition to, those of Osprey stockholders generally. The Osprey board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the merger agreement and in recommending that the Business Combination Proposal, the Amendment Proposal and the other proposals be approved by Osprey stockholders. See the section titled “The Merger—Interests of Osprey’s Directors and Officers in the Merger” of this proxy statement/consent solicitation statement/prospectus.

 

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Q:	WHAT DO I NEED TO DO NOW?

 

A:

After carefully reading and considering the information contained in this proxy statement/consent solicitation statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Osprey Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

 

Q:	HOW DO I VOTE?

 

A:

If you are a stockholder of record of Osprey as of July 16, 2021 (the “Osprey record date”) you may submit your proxy before the Osprey Special Meeting in any of the following ways:

 

•

use the toll-free number shown on your proxy card;

 

•

visit the website shown on your proxy card to vote via the Internet; or

 

•

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a stockholder of record of Osprey as of the Osprey record date, you may also cast your vote virtually at the Osprey Special Meeting.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the Osprey Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

 

Q:	WHEN AND WHERE IS THE OSPREY SPECIAL MEETING?

 

A:

The Osprey Special Meeting of stockholders will be held on                 , 2021, at                  New York City time, at https://www.cstproxy.com/ospreytechnology/sm2021. In light of the ongoing developments related to the COVID-19 pandemic and to protect the health of Osprey stockholders and the community, the Osprey Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Special Meeting by visiting https://www.cstproxy.com/ospreytechnology/sm2021 and entering your control number as further explained in the accompanying proxy statement/consent solicitation statement/prospectus. All Osprey stockholders as of the Osprey record date, or their duly appointed proxies, may attend the Osprey Special Meeting.

 

Q:	IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

 

A:

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Osprey or by voting virtually at the Osprey Special Meeting unless you provide a “legal proxy”, which you must obtain from your broker, bank or other nominee. In addition to such legal proxy, if you plan to attend the Osprey Special Meeting, but are not a stockholder of record because you hold your shares in “street name”, please bring evidence of your beneficial ownership of your shares (e.g., a copy of a recent brokerage statement showing the shares) and valid photo identification with you to the Osprey Special Meeting.

Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not

 

x

received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Osprey Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are an Osprey stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Amendment Proposals, the Director Election Proposal, the NYSE Proposal, the Omnibus Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal. Such broker non-votes will have no effect on such proposals, except for the Amendment Proposals for which a broker non-vote will be the equivalent of a vote “AGAINST” such proposals.

 

Q:	WHAT IF I ATTEND THE OSPREY SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

 

A:

For purposes of the Osprey Special Meeting, an abstention occurs when a stockholder attends the meeting in person and does not vote or returns a proxy with an “abstain” vote.

If you are an Osprey stockholder that attends the Osprey Special Meeting in person and fails to vote on the Business Combination Proposal, the Amendment Proposals, the Director Election Proposal, the NYSE Proposal, the Omnibus Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on such proposals, except for the Amendment Proposals for which your failure to vote will be the equivalent of a vote “AGAINST” such proposal.

 

Q:	WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

 

A:

If you sign and return your proxy card without indicating how to vote on any particular proposal, the Osprey stock represented by your proxy will be voted as recommended by the Osprey board of directors with respect to that proposal.

 

Q:	MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

 

A:

Yes. You may change your vote at any time before your proxy is voted at the Osprey Special Meeting. You may do this in one of three ways:

 

•

filing a notice with the corporate secretary of Osprey;

 

•

mailing a new, subsequently dated proxy card; or

 

•

by attending the Osprey Special Meeting virtually and electing to vote your shares virtually.

If you are a stockholder of record of Osprey and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to c/o Osprey, 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103, and it must be received at any time before the vote is taken at the Osprey Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than                 , New York City time, on                 , 2021, or by voting virtually at the Osprey Special Meeting. Simply attending the Osprey Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of Osprey common stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

 

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Q:	WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE OSPREY SPECIAL MEETING?

 

A:

If you fail to take any action with respect to the Osprey Special Meeting and the merger is approved by stockholders and consummated, you will continue to be a stockholder of Osprey. You may exercise your redemption rights (subject to compliance with the requirements for redemption as described in “Osprey Special Meeting of Stockholders—Redemption Rights”) whether you vote your shares of Class A common stock for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement/consent solicitation statement/prospectus. If you fail to take any action with respect to the Osprey Special Meeting and the merger is not approved, you will continue to be a stockholder of Osprey while Osprey searches for another target business with which to complete a business combination.

 

Q:	WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

 

A:

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

 

Q:	WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?

 

A:

The U.S. federal income tax consequences of the redemption depend on each stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your particular tax consequences from the merger. See “United States Federal Income Tax Considerations” for more information.

 

Q:	WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

 

A:

If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/consent solicitation statement/prospectus or the enclosed proxy card, you should contact Morrow Sodali LLC, Osprey’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or request such documents in writing at Morrow Sodali LLC, 1335 N Astor Street, #3A, Chicago, Illinois 60610-2142. You may also request additional copies of this proxy statement/consent solicitation statement/prospectus or the enclosed proxy card by calling (212) 920-1345 or by written request to Secretary at Osprey Technology Acquisition Corp., 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103.

QUESTIONS AND ANSWERS ABOUT BLACKSKY’S CONSENT SOLICITATION

 

Q:	WHO IS ENTITLED TO GIVE A WRITTEN CONSENT FOR BLACKSKY?

 

A:

The BlackSky board of directors has set             , 2021 as the record date (the “BlackSky record date”) for determining BlackSky stockholders entitled to sign and deliver written consents with respect to this consent solicitation. Holders of outstanding shares of BlackSky common stock and holders of outstanding BlackSky preferred stock as of the close of business on the BlackSky record date will be entitled to give a consent using the form of written consent furnished with this proxy statement/consent solicitation statement/prospectus.

 

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Q:	WHAT APPROVAL IS REQUIRED BY BLACKSKY STOCKHOLDERS TO ADOPT THE MERGER AGREEMENT?

 

A:

The merger cannot be completed unless the conditions to the merger set forth in the merger agreement are satisfied or waived, including (among others) the approval by BlackSky’s stockholders of the BlackSky Business Combination Proposal. The BlackSky Business Combination Proposal requires the approval of the holders of (i) at least a majority of the voting power of the outstanding shares of BlackSky common stock and preferred stock (calculated on an as-converted to BlackSky common stock basis), voting or acting by written consent together as a single class, and (ii) at least a majority of outstanding shares of BlackSky preferred stock, voting or acting by written consent together as a single class. As of the close of business on the BlackSky record date, there were                  shares of BlackSky common stock outstanding and entitled to vote and                  shares of BlackSky preferred stock outstanding and entitled to vote.

 

Q:	DO ANY OF BLACKSKY’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF BLACKSKY STOCKHOLDERS?

 

A:

BlackSky’s executive officers and directors may have interests in the merger that may be different from, or in addition to, the interests of BlackSky stockholders generally. The BlackSky board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the merger agreement and in recommending that the merger agreement be approved by the stockholders of BlackSky. See “The Merger—Interests of BlackSky Directors and Executive Officers in the Merger” for more information.

 

Q:	HOW CAN I RETURN MY WRITTEN CONSENT?

 

A:

If you hold shares of BlackSky common stock or BlackSky preferred stock as of the close of business on the BlackSky record date and you wish to submit your consent, you must fill out the written consent furnished with this proxy statement/consent solicitation statement/prospectus, date and sign it, and promptly return it to BlackSky. Once you have completed, dated and signed your written consent, deliver it to BlackSky by emailing a .pdf copy of your written consent to Blacksky-IR@blacksky.com or by mailing your written consent to BlackSky Holdings, Inc., 13241 Woodland Park Road, Suite 300, Herndon, VA 20171, Attention: Chief Financial Officer. BlackSky does not intend to hold a stockholders’ meeting to consider the BlackSky Business Combination Proposal, and, unless BlackSky decides to hold a stockholders’ meeting for such purposes, you will be unable to vote in person by attending a stockholders’ meeting.

 

Q:	WHAT IS THE DEADLINE FOR RETURNING MY WRITTEN CONSENT?

 

A:

The BlackSky board of directors has set                 , New York City time, on             , 2021 as the targeted final date for the receipt of written consents (the “target date”). Certain BlackSky stockholders (the “Key Stockholders”) entered into support agreements with Osprey, BlackSky and Merger Sub (the “Stockholder Support Agreements”). There are no additional members of BlackSky management other than Brian O’Toole and Brian Daum who are among the Key Stockholders and there are no additional greater than 10% stockholders among the Key Stockholders other than Mithril, Seahawk SPV Investment LLC and VCVC IV LLC. As of the BlackSky record date, the Key Stockholders held approximately         % of the outstanding shares of BlackSky capital stock (calculated on an as-converted basis) and approximately         % of the outstanding shares of BlackSky preferred stock. Under the Stockholder Support Agreements, the Key Stockholders agreed, promptly following the SEC declaring this proxy statement/consent solicitation statement/prospectus effective, to execute and deliver a written consent with respect to the outstanding shares of BlackSky common stock and

 

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BlackSky preferred stock held by the Key Stockholders, adopting the merger agreement and approving the merger, subject to certain exceptions. For a more detailed description of the Stockholder Support Agreement, see “Other Agreements—Stockholder Support Agreement”. The target date is the date on which BlackSky expects to receive the written consents of the Key Stockholders under the Stockholder Support Agreements. BlackSky reserves the right to extend the final date for the receipt of written consents beyond             , 2021. Any such extension may be made without notice to BlackSky stockholders. Once a sufficient number of consents to adopt the merger agreement have been received, the consent solicitation will conclude.

 

Q:	WHAT OPTIONS DO I HAVE WITH RESPECT TO THE PROPOSED MERGER?

 

A:

With respect to the shares of BlackSky common stock and BlackSky preferred stock that you hold, you may execute a written consent to approve the BlackSky Business Combination Proposal (which is equivalent to a vote for the proposal). If you fail to execute and return your written consent, or otherwise withhold your written consent, it has the same effect as voting against the BlackSky Business Combination Proposal.

 

Q:	CAN I DISSENT AND REQUIRE APPRAISAL OF MY SHARES?

 

A:

If you are a BlackSky stockholder who does not consent to the merger agreement, and the merger is completed, you will, by complying with Section 262 of the DGCL, not otherwise waiving or losing appraisal rights and continuously holding such shares from the date of making a written demand for appraisal through the effective time of the merger, be entitled, under Section 262 of the DGCL, to have your shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid on the amount determined to be “fair value” (or in certain circumstances described herein, on the difference between the amount determined to be the fair value and the amount paid by the surviving corporation in the merger to each stockholder entitled to appraisal prior to the entry of judgment in the appraisal proceeding). The “fair value” of your shares as so determined by the Delaware Court of Chancery could be greater than, the same as or less than the consideration payable pursuant to the merger agreement. Section 262 of the DGCL is attached to this proxy statement/consent solicitation statement/prospectus as Annex D. Failure to follow any of the statutory procedures set forth in Annex D may result in the loss or waiver of appraisal rights under Delaware law. Delaware law requires that, among other things, if the merger agreement receives the requisite BlackSky stockholder approval, then a notice of appraisal rights must be given, which notice will be given to non-consenting BlackSky stockholders in the future. This proxy statement/consent solicitation statement/prospectus is not intended to constitute such a notice, BlackSky is not yet obligated to give such notice and it is not yet known whether you are entitled to such appraisal rights. As such, BlackSky recommends that you not send in any demand for appraisal rights before such notice (if any) is given because any demand for appraisal made prior to your receipt of such notice may not be effective to perfect your rights. See “Appraisal Rights” for more information.

 

Q:	WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO BLACKSKY EQUITYHOLDERS?

 

A:

The parties intend for the merger to qualify as a “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986 (the “Code”).

The U.S. federal income tax consequences of the merger depend on each stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your particular tax consequences from the merger. See “United States Federal Income Tax Considerations” for more information.

 

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Q:	SHOULD BLACKSKY STOCKHOLDERS SEND IN THEIR STOCK CERTIFICATES NOW?

 

A:

Yes. To receive consideration for shares of BlackSky capital stock in the merger, BlackSky stockholders are requested to complete and execute the form of letter of transmittal that will be mailed to each BlackSky stockholder by Osprey concurrently with the mailing of this proxy statement/consent solicitation statement/prospectus, and deliver such letter of transmittal, along with any certificates representing shares of BlackSky common stock and BlackSky preferred stock, to the extent such shares are certificated, and any other documents requested in the form of letter of transmittal, to Osprey pursuant to the instructions therein.

 

Q:	WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE CONSENT SOLICITATION?

 

A:

If you are a BlackSky stockholder and have any questions about the merger or how to return your written consent or letter of transmittal, or if you need additional copies of this proxy statement/consent solicitation statement/prospectus or a replacement written consent or letter of transmittal, you should contact BlackSky by email at Blacksky-IR@blacksky.com or by mail to BlackSky Holdings, Inc., 13241 Woodland Park Road, Suite 300, Herndon, VA 20171, Attention: Chief Financial Officer.

 

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FORWARD-LOOKING STATEMENTS

This proxy statement/consent solicitation statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of Osprey and BlackSky. These statements are based on the beliefs and assumptions of the management of Osprey and BlackSky. Although Osprey and BlackSky believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Osprey nor BlackSky can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “will”, “should”, “seeks”, “plans”, “scheduled”, “anticipates” or “intends” or similar expressions. Forward-looking statements contained in this proxy statement/consent solicitation statement/prospectus include, but are not limited to, statements about the ability of Osprey and BlackSky prior to the merger, and New BlackSky following the merger, to:

 

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meet the closing conditions to the merger, including approval by stockholders of Osprey and BlackSky on the expected terms and schedule;

 

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realize the benefits expected from the proposed merger;

 

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maintain and protect BlackSky’s intellectual property;

 

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attract and retain key employees;

 

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increase client renewal and retention rates for products over time;

 

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leverage analytical capabilities and access external sensor networks;

 

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expand to international and commercial markets;

 

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improve geospatial data and cloud-based platform capabilities and invest in innovation efforts;

 

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grow distribution channels;

 

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maintain and protect BlackSky’s brand;

 

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enhance future operating and financial results by increasing total revenue and profits generally over time;

 

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comply with laws and regulations applicable to its business;

 

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successfully defend litigation; and

 

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successfully deploy the proceeds from the merger.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/consent solicitation statement/prospectus, could affect the future results of Osprey and BlackSky prior to the merger, and New BlackSky following the merger, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/consent solicitation statement/prospectus:

 

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the risk that the transactions contemplated by the merger may not be completed in a timely manner or at all, which may adversely affect the price of Osprey’s securities;

 

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the risk that the transactions contemplated may not be completed within Osprey’s Combination Period (as defined below) and the potential failure to obtain an extension of the Combination Period if sought by Osprey;

 

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the failure to satisfy the conditions to the consummation of the merger, including the adoption of the merger agreement by the stockholders of Osprey and BlackSky, the satisfaction of the minimum cash closing condition and the receipt of certain governmental and regulatory approvals;

 

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the lack of a third party valuation in determining whether or not to pursue the merger;

 

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the inability to complete the PIPE Investment;

 

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the sufficiency of sources of funding;

 

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the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;

 

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the effect of the announcement or pendency of the transactions on BlackSky’s business relationships, operating results, and business generally;

 

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risks that the proposed transactions disrupt current plans and operations of BlackSky;

 

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the outcome of any legal proceedings that may be instituted against BlackSky or against Osprey related to the merger agreement or the transactions contemplated thereby;

 

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negative impacts to BlackSky’s customers’ budgets related to COVID-19, which may result in reductions to upcoming renewals and/or negatively impact BlackSky’s ability to collect on receivables for contracted services;

 

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the ability to maintain the listing of Osprey’s securities on a national securities exchange;

 

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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;

 

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the impact of significant acquisitions, dispositions and other similar or material transactions;

 

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ability to meet legal obligations and user expectations regarding data privacy and security;

 

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the ability to implement business plans, forecasts, and other expectations after the completion of the merger, and to identify and realize additional opportunities;

 

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BlackSky’s projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, BlackSky’s projected revenues, Adjusted EBITDA, market share, expenses and profitability may differ materially from its expectations;

 

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the ability to invest in and deliver product development innovations and deliverables on time and with high quality;

 

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the risk of downturns and a changing regulatory landscape in BlackSky’s highly competitive industry;

 

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the effects of natural disasters, terrorist attacks and the spread and/or abatement of infectious diseases, such as COVID-19, on the merger or on the ability to implement business plans, forecasts, and other expectations after the completion of the merger and the transactions contemplated thereby.

 

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RISK FACTORS

In addition to the other information contained in this proxy statement/consent solicitation statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements”, you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/consent solicitation statement/prospectus.

The references to “BlackSky”, “we”, “our”, “us” and the “Company” in the below sections entitled “—Risks Related to BlackSky’s Business and Industry,” “—Risks Related to BlackSky’s Satellites and Geospatial Intelligence, Imagery and Related Data Analytic Products and Services and Mission Systems,” “—Risks Related to BlackSky’s Government Contracts,” “—General BlackSky Risks,” “—Risks Related to BlackSky’s Indebtedness and Alternative Financings,” “—Risks Related to BlackSky’s Intellectual Property” and “—Risks Related to BlackSky’s Regulatory, Environmental and Legal Issues” generally refer to BlackSky and its consolidated subsidiaries prior to the effective time and New BlackSky as of the effective time.

Risks Related to BlackSky’s Business and Industry

We have incurred significant losses each year since our inception, we expect our operating expenses to increase, and we cannot give assurances of our future profitability, if any.

We have incurred significant losses each year since our inception and we may never achieve or maintain profitability. As of December 31, 2020, we had an accumulated deficit of $223.5 million. As we continue to expand our business, and the breadth of our operations, upgrade our infrastructure, expand into new markets, invest in research and development, invest in sales and marketing, including expanding our sales organization, and incur costs associated with general administration, including expenses related to being a public company and hiring additional employees, we expect that our costs of revenue and operating expenses will continue to increase. As we seek to grow our customer base, we may also incur increased losses because the costs associated with acquiring and growing our customers and with research and development are generally incurred upfront, while our revenue from customer contracts is generally recognized over the contract term. We may not be able to increase our revenue at a rate sufficient to offset increases in our costs of revenue and operating expenses in the near term or at all, which would prevent us from achieving or maintaining profitability in the future. Any failure by us to achieve, and then sustain or increase, profitability on a consistent basis could adversely affect our business, financial condition, and results of operations. If we are unable to become profitable, we may not be able to execute our business plan, our prospects may be harmed, and our stock price may be adversely affected and decline.

If we fail to manage future growth effectively, our business could be harmed.

We have recently experienced rapid growth. We operate in a growing market and have experienced, and may continue to experience, significant expansion of our operations. This growth has placed, and may continue to place, a strain on our employees, management systems, operational, financial, and other resources. As we have grown, we have increasingly managed larger and more complex deployments of satellites and our geospatial intelligence, imagery and related data analytic products and services, and mission systems that include the development, integration, and operations of satellite and ground systems, with a broader base of government and commercial customers. As we continue to grow, we face challenges of integrating, developing, retaining, and motivating a rapidly growing employee base. In the event of continued growth of our operations, our operational resources, including our information technology systems, our employee base, or our internal controls and procedures may not be adequate to support our operations and deployments. Managing our growth may require significant expenditures and allocation of valuable management resources, improving our operational, financial, and management processes and systems, and effectively expanding, training, and managing our employee base. If we fail to achieve the necessary level of efficiency in our organization as it grows, our business, financial condition, and results of operations would be harmed.

 

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In addition, our rapid growth may make it difficult to evaluate our future prospects. Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. We have encountered in the past, and may encounter in the future, risks and uncertainties frequently experienced by growing companies with global operations in rapidly changing industries. If we fail to achieve the necessary level of efficiency in our organization as it grows, or if we are not able to accurately forecast future growth, our business, financial condition, and results of operations would be harmed.

We may not be able to sustain our revenue growth rate in the future.

Although our revenue increased in 2020, there can be no assurances that revenue will continue to grow or do so at current rates, and you should not rely on the revenue of any prior quarterly or annual period as an indication of our future performance. Our revenue growth rate may decline in future periods. Many factors may contribute to declines in our revenue growth rate, including increased competition, slowing demand for our geospatial intelligence, imagery and related data analytic products and services, and mission systems that include the development, integration, and operations of satellite and ground systems from existing and new customers, increased regulatory burdens domestically or abroad, a failure by us to continue capitalizing on growth opportunities, terminations of existing contracts by our customers, and the maturation of our business, among others. If our revenue growth rate declines, our business, financial condition, and results of operations could be adversely affected.

The loss of one or more of our largest customers could adversely affect our results of operations. In addition, if existing customers do not make subsequent purchases from us or renew their contracts with us, our revenue could decline, and our results of operations would be adversely impacted.

We are dependent on a small number of customers for a large portion of our revenues. A significant decrease in the sales to or loss of any of our major customers would have a material adverse effect on our business, financial condition, and results of operations. In fiscal 2020, we had five customers that each accounted for more than 10% of our total revenues and in the aggregate, accounted for 74% of our total net revenues. In fiscal 2019, we had four customers that each accounted for more than 10% of our total revenues and in the aggregate, accounted for 69% of our total net revenues. Customers in the defense market generally purchase our services in connection with government programs that have a limited duration, leading to fluctuating sales to any particular customer in this market from year to year. If we lose one or more of our major enterprise or government customers, or if we experience a significant reduction in business from one or more major enterprise or government customers, there is no assurance that we would be able to replace those customers to generate comparable revenue over a short time period, which could harm our operating results and profitability.

We derive a significant portion of our revenue from existing customers that expand their relationships with us. Increasing the size and number of the deployments of our existing customers is a major part of our growth strategy. We may not be effective in executing this or any other aspect of our growth strategy. It is not possible for us to predict the future level of demand from our larger customers for our geospatial intelligence, imagery and related data analytic products and services, and mission systems that include the development, integration, and operations of satellite and ground systems.

Our contract terms with our customers and resellers vary in length, may not provide for automatic renewal and may require the customer or reseller to opt-in to extend the term. Our customers and resellers have no obligation to renew, upgrade, or expand their contracts with us after the terms of their existing contracts have expired. In addition, many of our customer and reseller contracts permit the customer or reseller to terminate their contracts with us with notice periods of varying lengths. If one or more of our customers or resellers terminate their contracts with us, whether for convenience, for default in the event of a breach by us, or for other reasons specified in our contracts, as applicable; if our customers or resellers elect not to renew their contracts with us; if our customers or resellers renew their contractual arrangements with us for shorter contract lengths; or

 

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if our customers or resellers otherwise seek to renegotiate terms of their existing contracts on terms less favorable to us, our business, financial condition, and results of operations could be adversely affected. This adverse impact would be even more pronounced for customers or resellers that represent a material portion of our revenue or business operations.

Our ability to renew or expand our customer relationships may decrease or vary as a result of a number of factors, including our customers’ satisfaction or dissatisfaction with our geospatial data and analytics platform and/or our geospatial intelligence, imagery and related data analytic products and services, and mission systems that include the development, integration, and operations of satellite and ground systems, the frequency and severity of errors or disruptions in our platform and/or our geospatial intelligence, imagery and related data analytic products and services, and mission systems that include the development, integration, and operations of satellite and ground systems, reliability of our satellites and/or our platform, our pricing, the effects of general economic conditions, competitive offerings or alternatives, or reductions in our customers’ spending levels. Our business, financial condition, and results of operations would also be adversely affected if we face difficulty collecting our accounts receivable from our customers or if we are required to refund customer prepayments and deposits.

Achieving renewal or expansion of deployments may require us to increasingly engage in sophisticated and costly sales efforts that may not result in additional sales. In addition, our customers’ decisions to expand the use of our geospatial intelligence, imagery and related data analytic products and services, and mission systems that include the development, integration, and operations of satellite and ground systems depends on a number of factors, including general economic conditions, the functioning of our geospatial intelligence, imagery and related data analytic products and services, and mission systems that include the development, integration, and operations of satellite and ground systems, and our customers’ satisfaction with our geospatial intelligence, imagery and related data analytic products and services, and mission systems that include the development, integration, and operations of satellite and ground systems. If our efforts to expand within our existing customer base are not successful, our business may suffer.

The majority of our customer contracts may be terminated by the customer at any time for convenience and may contain other provisions permitting the customer to discontinue contract performance, and if terminated contracts are not replaced, our results of operations may differ materially and adversely from those anticipated. In addition, our contracts with government customers often contain provisions with additional rights and remedies favorable to such customers that are not typically found in commercial contracts.

The majority of our customer contracts are government contracts, which often contain termination for convenience provisions. Customers that terminate their contracts may also be entitled to a pro rata refund of the amount of the customer deposit for the period of time remaining in the contract term after the applicable termination notice period expires. If a customer were to unexpectedly terminate, cancel, or decline to exercise an option to renew with respect to one or more of our significant contracts, or if a government were to suspend or debar us from doing business with such government, our business, financial condition, and results of operations would be materially harmed.

We rely on the significant experience and specialized expertise of our senior management, engineering, sales and operational staff and must retain and attract qualified and highly skilled personnel in order to grow our business successfully. If we are unable to successfully build, expand, and deploy additional members of our management, engineering, sales and operational staff in a timely manner, or at all, or to successfully hire, retain, train, and motivate such personnel, our growth and long-term success could be adversely impacted.

Our performance is substantially dependent on the continued services and performance of our senior management and our highly qualified team of engineers and data scientists, many of whom have numerous years of experience, specialized expertise in our business, and security clearances required for certain defense projects. If we are not successful in hiring and retaining highly qualified engineers and data scientists, we may not be able

 

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to extend or maintain our engineering and data science expertise, and our future product development efforts could be adversely affected. Competition for hiring these employees is intense, especially regarding engineers and data scientists with specialized skills and security clearances required for our business, and we may be unable to hire and retain enough engineers and data scientists to implement our growth strategy.

Certain U.S. government contracts require us, and some of our employees, to maintain national security clearances. Obtaining and maintaining national security clearances for employees involves a lengthy process, and it is difficult to identify, recruit, and retain employees who already hold national security clearances. Further, some of our contracts contain provisions requiring us to staff an engagement with personnel that the customer considers key to our successful performance under the contract. In the event we are unable to provide these key personnel or acceptable substitutions, the customer may terminate the contract. As a result, if we are unable to recruit and retain a sufficient number of qualified employees, we may lose revenue and our ability to maintain and grow our business could be limited.

Our future success also depends on the successful execution of our strategy to increase our sales to existing customers, identify and engage new customers, and enter new U.S. and non-U.S. markets will depend, among other things, on our ability to successfully build and expand our sales organization and operations. Identifying, recruiting, training, and managing sales personnel requires significant time, expense, and attention, including from our senior management and other key personnel, which could adversely impact our business, financial condition, and results of operations in the short and long term.

In order to successfully scale our sales model, we must, and we intend to, increase the size of our direct sales force, both in the United States and outside of the United States, to generate additional revenue from new and existing customers. If we do not hire and retain a sufficient number of qualified sales personnel, our future revenue growth and business could be adversely impacted. It may take a significant period of time before our sales personnel are fully trained and productive, and there is no guarantee we will be successful in adequately training and effectively deploying our sales personnel. Our business would be adversely affected if our efforts to build, expand, train, and manage our sales organization are not successful. Any future sales organization changes may result in a temporary reduction of productivity, which could negatively affect our rate of growth. In addition, any significant change to the way we structure the compensation of our sales organization may be disruptive and may affect our revenue growth. If we are unable to attract, hire, develop, retain, and motivate qualified sales personnel, if our new sales personnel are unable to achieve sufficient sales productivity levels in a reasonable period of time or at all, if our marketing programs are not effective or if we are unable to effectively build, expand, and manage our sales organization and operations, our sales and revenue may grow more slowly than expected or materially decline, and our business may be significantly harmed.

Our sales efforts involve considerable time and expense and our sales cycle is often long and unpredictable.

Our results of operations may fluctuate, in part, because of the intensive nature of our sales efforts and the length and unpredictability of our sales cycle. As part of our sales efforts, we invest considerable time and expense evaluating the specific organizational needs of our potential customers and educating these potential customers about the technical capabilities and value of our satellites and our geospatial intelligence, imagery and related data analytic products and services, and mission systems that include the development, integration, and operations of satellite and ground systems. In addition, we have a limited direct sales force, and our sales efforts have historically depended on the significant involvement of our senior management team. The length of our sales cycle tends to be long and varies substantially from customer to customer. Because decisions to purchase our imagery services involve significant financial commitments, potential customers generally evaluate our systems, products and technologies at multiple levels within their organization, each of which often have specific requirements, and typically involve their senior management and multiple internal approvals. We sometimes spend substantial time, effort, and money in our sales efforts without producing any sales. As a result of these and other factors, our sales efforts typically require an extensive effort throughout a customer’s organization, a significant investment of human resources, expense and time, including by our senior management, and there can

 

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be no assurances that we will be successful in making a sale to a potential customer. If our sales efforts to a potential customer do not result in sufficient revenue to justify our investments, our business, financial condition, and results of operations could be adversely affected.

We may not be able to convert our orders in backlog into revenue.

Backlog is typically subject to large variations from quarter to quarter and comparisons of backlog from period to period are not necessarily indicative of future revenues. The contracts comprising our backlog may not result in actual revenue in any particular period or at all, and the actual revenue from such contracts may differ from our backlog estimates. The timing of receipt of revenues, if any, on projects included in backlog could change because many factors affect the scheduling of projects. Cancellation of or adjustments to contracts may occur. Additionally, all U.S. government contracts included in backlog may be terminated at the convenience of the U.S. government. If a U.S. government contract is terminated before completion of all of the contracted work, we may not receive all potential revenue from these orders.

The failure to realize all amounts in our backlog could adversely affect our future revenues and gross margins. As a result, our backlog as of any particular date may not be an accurate indicator of our future earnings. Furthermore, the presentation of our financial results requires us to make estimates and assumptions that may affect revenue recognition. In some instances, we could reasonably use different estimates and assumptions, and changes in estimates are likely to occur from period to period. Accordingly, actual results could differ significantly from our estimates.

Our results of operations are subject to fluctuation from period to period and may not be an accurate indication of future performance.

Our quarterly results of operations, including cash flows, have fluctuated significantly in the past and are likely to continue to do so in the future. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly results, financial position, and operations are likely to fluctuate as a result of a variety of factors, many of which are outside of our control, and as a result, may not fully reflect the underlying performance of our business. Fluctuation in quarterly results may negatively impact the value of New BlackSky Parent Class A common stock.

Our financial performance is dependent on our ability to generate a sustainable order rate for our geospatial intelligence, imagery and related data analytic products and services, and mission systems that include the development, integration, and operations of satellite and ground systems. This can be challenging and may fluctuate on an annual basis as the number of contracts awarded varies. Many satellite operators in the space data and analytics industry have continued to defer new satellite construction awards to evaluate other competing satellite system architectures and other market factors. If we are unable to win new contracts or execute existing contracts as expected, our business, results of operations and financial position could be further adversely affected.

The timing of our sales and related revenue recognition is difficult to predict because of the length and unpredictability of the sales cycle for our products and services. We are often required to spend significant time and resources to better educate and familiarize potential customers with the value proposition of paying for our products and services. Therefore, our sales cycle is often long and can vary substantially from customer to customer. As a result, large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. The loss or delay of one or more large sales transactions in a quarter would impact our results of operations and cash flow for that quarter and any future quarters in which revenue from that transaction is lost or delayed. In addition, downturns in new sales may not be immediately reflected in our revenue because we generally recognize revenue over the term of our contracts. The timing of customer billing and payment varies from contract to contract. A delay in the timing of receipt of such collections, or a default on a large contract, may negatively impact our liquidity for the period and in the future. Because a

 

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substantial portion of our expenses are relatively fixed in the short-term and require time to adjust, our results of operations and liquidity would suffer if revenue falls below our expectations in a particular period. In addition, our pricing model includes both subscription-based and fixed fee contracts, adding further variability to the timing of our revenue recognition across customer contracts.

Other factors that may cause fluctuations in our quarterly results of operations and financial position include, without limitation, those listed below:

 

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the number of satellites in our satellite constellation;

 

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unexpected weather patterns, natural disasters or other events that impact image quality or force a cancellation or rescheduling of satellite launches;

 

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satellite or geospatial data and analytics platform failures that reduce the planned network size below projected levels, which result in contract delays or cancellations;

 

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the cost of raw materials or supplied components for the manufacture and operation of our satellites;

 

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the timing and cost of, and level of investment in, research and development relating to our technologies;

 

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termination of one or more large contracts by customers, including for convenience;

 

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changes in the competitive dynamics of our industry; and

 

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general economic, regulatory, and market conditions, including the impact of the COVID-19 pandemic.

The individual or cumulative effects of factors discussed above could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful. These factors make it difficult for us to accurately predict financial metrics for any particular period.

The variability and unpredictability of our quarterly results of operations, cash flows, or other operating metrics could also result in our failure to meet our expectations or those of analysts that cover us or investors with respect to revenue or other key metrics for a particular period. If we fail to meet or exceed such expectations for these or any other reasons, the trading price of New BlackSky Parent Class A common stock could fall, and we could face costly lawsuits, including securities class action suits.

We could incur significant unanticipated costs if we do not accurately estimate and execute the costs of fixed-price engagements.

Certain mission systems and solution contracts are fixed-price contracts, rather than contracts in which payment to us is determined on a time and materials or other basis. Our failure to estimate accurately the resources and schedule required for a project, or our failure to complete our contractual obligations in a manner consistent with the project plan upon which our fixed-price contract was based, could adversely affect our overall profitability and could have a material adverse effect on our business, financial condition, and results of operations. We are consistently entering into long-term contracts for large projects that magnify this risk. We have been required to commit unanticipated additional resources to complete certain projects, which has resulted in losses on those contracts. In addition, we may fix the price for some projects at an early stage of the project engagement, which could result in a fixed price that is too low. Therefore, any changes from our original estimates could adversely affect our business, financial condition, and results of operations.

The global COVID-19 outbreak has significantly affected our business and operations.

In light of the uncertain and rapidly evolving situation relating to the spread of COVID-19, we have taken precautionary measures intended to minimize the risk of the virus to our employees, our customers, and the communities in which we operate, which may negatively impact our business.

 

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