| Schedule Of Reverse Recapitalization |
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Upon exchange, these awards remained subject to the same vesting and exercise terms and conditions as were applicable to the awards pre-Merger. |
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21.4 million shares of Osprey class A common stock were redeemed by Osprey pre-Merger public shareholders. The price paid in excess of the pro-rata portion of additional paid-in capital was recorded in accumulated deficit in the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of changes in redeemable preferred stock and stockholders’ equity/(deficit) as of and for the nine months ended September 30, 2021. |
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7.9 million shares of Osprey class B common stock that were outstanding immediately prior to the Merger were converted to 7.9 million shares of Osprey class A common stock, inclusive of 2.4 million shares that are subject to (1) up to a seven year lockup period, with release terms that are based upon the performance of the Company’s common stock or a change in control event and (2) potential forfeiture. |
The following table reconciles the elements of the Merger to the unaudited condensed consolidated statements of cash flows and the unaudited condensed consolidated statement of changes in stockholder’s equity/(deficit) for the nine months ended September 30, 2021 (in thousands):
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|
|
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Cash—Osprey’s trust and cash (net of redemptions) |
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$ |
103,049 |
|
Cash—PIPE financings (PIPE Shares and Palantir) |
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|
188,000 |
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|
|
|
|
|
|
|
$ |
291,049 |
|
Less: fees paid to Osprey IPO underwriters |
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|
(11,173 |
) |
Less: other Osprey transaction costs |
|
|
(15,831 |
) |
Less: BlackSky transaction costs |
|
|
(18,823 |
) |
|
|
|
|
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Proceeds from Reverse Recapitalization, net payment of BlackSky equity issuance costs |
|
$ |
245,222 |
|
Less: non-cash assets and warrant liabilities assumed from Osprey |
|
|
(43,963 |
) |
Less: accrued BlackSky transaction costs |
|
|
(385 |
) |
|
|
|
|
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Net impact from Reverse Recapitalization to BlackSky’s equity |
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$ |
200,874 |
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|
|
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The number of shares of Company class A common stock originally issued by Osprey prior to Merger and the recapitalization of the class A common stock following the Merger are as follows:
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Osprey class A common stock, outstanding prior to Merger |
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|
31,625 |
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Less: redemption of Osprey class A common stock |
|
|
(21,375 |
) |
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|
|
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Total Osprey class A common stock pre-Merger
|
|
|
10,250 |
|
Osprey Founder class A common stock |
|
|
5,534 |
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Class A common stock issued in PIPE and Palantir financing |
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|
18,800 |
|
|
|
|
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Total Merger, PIPE, and Palantir financing class A common stock |
|
|
34,584 |
|
|
|
|
|
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