OSPREY ENERGY ACQUISITION CORP. (NASDAQ:OSPRU) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On July 20, 2017, the registration statement (File No. 333-219025) for the initial public offering (the “IPO”) of Osprey Energy Acquisition Corp.’s (the “Company”) units (“Units”), each unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), and one half of one warrant (each, a “Warrant”), where each whole Warrant entitles the holder to purchase one share of Common Stock, was declared effective by the Securities and Exchange Commission (as amended, the “Registration Statement”). In connection therewith and with the closing of the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
●A Letter Agreement, dated July 20, 2017, by and among the Company, its officers, directors and Osprey Sponsor, LLC (the “Sponsor”); and
●A Private Placement Warrants Purchase Agreement, dated July 20, 2017, by and between the Company and the Sponsor.
A description of the material terms of each of these agreements is included in the Registration Statement and incorporated herein by this reference.
On July 26, 2017, the Company consummated the sale of 25,000,000 Units in its IPO. The Units were sold in the IPO at an offering price of $10.00 per Unit for gross proceeds of $250,000,000 (before underwriting discounts and commissions and offering expenses). to the Underwriting Agreement, the Company granted Credit Suisse a 45-day option to purchase up to 3,750,000 additional Units solely to cover over-allotments, if any (the “Over-Allotment Option).
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 7,000,000 warrants (the “Placement Warrants”) in a private placement transaction at a price of $1.00 per Placement Warrant, generating gross proceeds of $7,000,000. The Placement Warrants were purchased by the Sponsor and areidentical to the Warrants included in the IPO except that, so long as they are held by the Sponsor or their permitted transferees (a) they are not redeemable by the Company, (b) they (including the underlying Common Stock) may not be transferred, assigned or sold until 30 days after the consummation of the Company’s initial business combination, subject to certain limited exceptions, and (c) they may be exercised on a cashless basis.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On July 21, 2017, the Company filed its amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the IPO. A description of the material terms of the Amended and Restated Certificate is included in the Registration Statement and incorporated herein by this reference. A copy of the Amended and Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by this reference.
Item 8.01. Other Events.
A total of $250,000,000 of the net proceeds from the IPO and the Private Placement were placed in a trust account established for the benefit of the Company’s public stockholders at JP Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except for the withdrawal of interest to pay taxes (or dissolution expenses if a business combination is not consummated), none of the funds held in the trust account will be released until the earlier of the completion of the Company’s initial business combination or the redemption of all shares of Common Stock issued in the IPO if the Company is unable to consummate an initial business combination within 24 months from the completion of the IPO (excluding any exercise of the underwriters’ Over-Allotment Option).
A copy of the press release issued by the Company on July 20, 2017 regarding the pricing of the IPO is included as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of the press release issued by the Company on July 26, 2017 regarding the closing of the IPO is included as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
| 1.1 | Underwriting Agreement, dated July 20, 2017, between the Company and Credit Suisse Securities (USA) LLC. |
| 3.1 | Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on July 21, 2017. |
| 4.1 | Warrant Agreement, dated July 20, 2017, between Continental Stock Transfer & Trust Company and the Company. |
| 10.1 | Letter Agreement, dated July 20, 2017, by and among the Company, its officers, directors and Osprey Sponsor, LLC. |
| 10.2 | Investment Management Trust Account Agreement, dated July 20, 2017, between Continental Stock Transfer & Trust Company and the Company. |
| 10.3 | Registration Rights Agreement, dated July 20, 2017, among the Company andcertain security holders. |
| 10.4 | Private Placement Warrants Purchase Agreement, dated July 20, 2017, by and between the Company and Osprey Sponsor, LLC. |
| 99.1 | Press Release dated July 20, 2017 (pricing of the IPO). |
| 99.2 | Press Release dated July 26, 2017 (closing of the IPO). |
Osprey Energy Acquisition Corp ExhibitEX-1.1 2 f8k072017ex1i_osprey.htm UNDERWRITING AGREEMENT,…To view the full exhibit click here
About OSPREY ENERGY ACQUISITION CORP. (NASDAQ:OSPRU)
Osprey Energy Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company intends to identify and acquire a business that could benefit from either an active owner with operational experience in the energy sector. As of July 14, 2017 the Company is not engaged in any operations and has not generated any revenue. OSPREY ENERGY ACQUISITION CORP. (NASDAQ:OSPRU) Recent Trading Information
OSPREY ENERGY ACQUISITION CORP. (NASDAQ:OSPRU) closed its last trading session at with 319,626 shares trading hands.