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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 15, 2022
BlackSky Technology Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware001-3911347-1949578
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
13241 Woodland Park Road
Suite 300
Herndon,Virginia20171
(Address of principal executive offices)(Zip code)
(571) 267-1571
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareBKSYThe New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50BKSY.WThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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 13(a) of the Exchange Act.☐


Item 1.01.     Entry into a Material Definitive Agreement
On December 15, 2022, BlackSky Technology Inc., a Delaware corporation (the “Company”), entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC (the “Sales Agent”), pursuant to which the Company may offer and sell from time to time through the Sales Agent the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 (the "Shares").
Upon delivery of a placement notice to the Sales Agent and subject to the terms and conditions of the Sales Agreement, the sales, if any, of the Shares may be made in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including without limitation sales made directly on the New York Stock Exchange. Under the Sales Agreement, the Sales Agent will use commercially reasonable efforts to sell the Shares from time to time consistent with its normal trading and sales practices, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is not obligated to sell any Shares under the Sales Agreement.
Any sales of the Shares will be made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-267889) filed with the Securities and Exchange Commission (“SEC”) on October 14, 2022, as amended on December 13, 2022, and declared effective on December 15, 2022. The Company filed a prospectus supplement, dated December 15, 2022, with the SEC in connection with the offer and sale of the Shares.
The Company or Sales Agent may suspend or terminate the Sales Agreement upon written notice to the other party in accordance with the terms of the Sales Agreement.
The Sales Agreement contains customary representations, warranties and agreements by the Company, and indemnification rights and obligations of the parties. The Sales Agreement provides that the Sales Agent will be entitled to compensation for their services equal to 3.0% of the gross proceeds of all shares sold through the Sales Agent under the Sales Agreement. Under the terms of the Sales Agreement, the Company has agreed to indemnify the Sales Agent against certain specified types of liabilities, including liabilities under the Securities Act, to contribute to payments the Sales Agent may be required to make in respect of these liabilities, and to reimburse the Sales Agent for certain expenses.
The above summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the shares of Common Stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.





Item 9.01.     Financial Statements and Exhibits
Exhibit NumberDescription
1.1
5.1
23.1
104
Cover Page Interactive Data File (embedded within the inline XBRL document)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 15, 2022
BLACKSKY TECHNOLOGY INC.
By:/s/ Brian E. O'Toole
Name: Brian E. O'Toole
Title: Chief Executive Officer and Director