UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2017
_______________
OSPREY ENERGY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38158 | 82-0820780 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
|
1845 Walnut Street, 10th Floor Philadelphia, PA |
19103 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 832-4161
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 to 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)) |
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 8.01. Other Events.
Over-Allotment Closing
As previously reported on a Current Report on Form 8-K of Osprey Energy Acquisition Corp. (the “Company”), on July 26, 2017, the Company consummated its initial public offering (“IPO”) of 25,000,000 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, pursuant to the registration statement on Form S-1 (File No. 333-219025). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000. The underwriters of the IPO were granted an option to purchase up to an additional 3,750,000 Units to cover aver-allotments, if any (“Over-Allotment Units”). On August 9, 2017, the underwriters exercised the option in part and purchased 2,500,000 Over-Allotment Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000.
As previously reported on a Current Report on Form 8-K of the Company, on July 26, 2017, simultaneously with the consummation of the IPO, the Company completed a private placement (the “Private Placement”) of an aggregate of 7,000,000 warrants (“Placement Warrants”) to Osprey Sponsor, LLC (the “Sponsor”), generating gross proceeds of $7,000,000. On August 9, 2017, simultaneously with the sale of the Over-Allotment Units, the Company consummated a private sale of an additional 500,000 Placement Warrants to the Sponsor, generating gross proceeds of $500,000.
In addition, the 7,187,500 shares of Class B common stock of the Company (the “Founder Shares”) held by the Company’s initial stockholders (prior to the exercise of the over-allotment) included an aggregate of up to 937,500 Founder Shares subject to forfeiture by the Sponsor to the extent the underwriters’ over-allotment option was not exercised in full, so that the initial stockholders would collectively own 20.0% of issued and outstanding shares of the Company. Since the underwriters exercised the over-allotment option in part and purchased 2,500,000 of the total possible 3,750,000 Over-Allotment Units, the Sponsor forfeited 312,500 Founder Shares on August 9, 2017 in order to maintain ownership of 20.0% of issued and outstanding shares of the Company. The Founder Shares forfeited by the Sponsor were canceled by the Company.
A total of $275,000,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Units) and the private placements on July 26, 2017 and August 9, 2017 were placed in a trust account established for the benefit of the Company’s public stockholders. An audited balance sheet as of July 26, 2017 reflecting receipt of the net proceeds from the IPO and the Private Placement on July 26, 2017, but not the proceeds from the sale of the Over-Allotment Units nor the private placement on August 9, 2017, had been prepared by the Company and previously filed on a Current Report on Form 8-K on August 1, 2017. The Company’s unaudited pro forma balance sheet as of August 9, 2017, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the private placement on the same day is included as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of the press release issued by the Company announcing the consummation of the sale of the Over-Allotment Units is included as Exhibit 99.2 to this Current Report on Form 8-K.
Separate Trading of Units, Class A Common Stock and Warrants
On August 14, 2017, the Company announced that the holders of the Company’s Units may elect to separately trade their securities included in the Units commencing on August 15, 2017. Each Unit consists of one share of the Common Stock and one half of one Warrant. Each whole Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Company will not issue fractional Warrants upon the separation of Units and only whole Warrants will trade. Those Units not separated will continue to trade on the Nasdaq Capital Market under the symbol “OSPRU” and each of the underlying shares of Common Stock and the Warrants are expected to trade on the Nasdaq Capital Market under the symbols “OSPR” and “OSPRW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Common Stock and Warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is included as Exhibit 99.3 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Pro Forma Balance Sheet | |
| 99.2 | Press Release dated August 9, 2017 | |
| 99.3 | Press Release dated August 14, 2017 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 14, 2017
| OSPREY ENERGY ACQUISITION CORP. | ||
| By: | /s/ Jeffrey F. Brotman | |
Name: Jeffrey F. Brotman Chief Legal Officer and Secretary | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Pro Forma Balance Sheet | |
| 99.2 | Press Release dated August 9, 2017 | |
| 99.3 | Press Release dated August 14, 2017 |
Exhibit 99.1
OSPREY ENERGY ACQUISITION CORP.
BALANCE SHEET
| Pro Forma | ||||||||||||
| July 26, 2017 | Adjustments | As Adjusted | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash | $ | 1,495,505 | $ | - | $ | 1,495,505 | ||||||
| Prepaid expenses | 22,000 | - | 22,000 | |||||||||
| Total Current Assets | 1,517,505 | - | 1,517,505 | |||||||||
| Cash held in Trust Account | 250,000,000 | 25,000,000 | 275,000,000 | |||||||||
| Total Assets | $ | 251,517,505 | $ | 25,000,000 | $ | 276,517,505 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| Current liabilities – accrued offering costs | $ | 18,395 | $ | - | $ | 18,395 | ||||||
| Deferred underwriting fees | 8,750,000 | 875,000 | 9,625,000 | |||||||||
| Total Liabilities | 8,768,395 | 875,000 | 9,643,395 | |||||||||
| Commitments | ||||||||||||
| Common stock subject to possible redemption, 23,774,910 and 26,187,410 shares at redemption value | 237,749,100 | 24,125,000 | 261,874,100 | |||||||||
| Stockholders' Equity: | ||||||||||||
| Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | - | - | - | |||||||||
| Class A Common stock, $0.0001 par value; 125,000,000 shares authorized; 1,225,090 and 1,312,590 shares issued and outstanding (excluding 23,774,910 and 26,187,410 shares subject to possible redemption) | 123 | 8 | 131 | |||||||||
| Class B Common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 and 6,875,000 shares issued and outstanding | 719 | (31 | ) | 688 | ||||||||
| Additional paid-in capital | 5,002,839 | 23 | 5,002,862 | |||||||||
| Accumulated deficit | (3,671 | ) | - | (3,671 | ) | |||||||
| Total Stockholders' Equity | 5,000,010 | - | 5,000,010 | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 251,517,505 | $ | 25,000,000 | $ | 276,517,505 | ||||||
Exhibit 99.2
Osprey Energy Acquisition Corp. Announces Closing of Underwriters’ Over-Allotment Option
in Connection with its Initial Public Offering
Philadelphia, PA / August 9, 2017 – Osprey Energy Acquisition Corp. (NASDAQ: OSPRU) (the “Company”), an energy-focused special purpose acquisition entity formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, today announced the closing of the issuance of an additional 2,500,000 units pursuant to the partial exercise of the underwriters’ over-allotment option in connection with the Company’s initial public offering. The additional units were sold at the initial offering price of $10.00 per unit, generating additional gross proceeds of $25,000,000 to the Company and bringing the total gross proceeds of the initial public offering to $275,000,000.
Credit Suisse Securities (USA) LLC served as the sole book-running manager and I-Bankers Securities, Inc. served as co-manager for the offering. This offering was made by means of a prospectus, copies of which may be obtained for free by visiting the U.S. Securities and Exchange Commission website at http://www.sec.gov. Alternatively, a copy of the prospectus relating to the offering may be obtained from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY10010, or by telephone at (800) 221-1037, or by email at newyork.prospectus@credit-suisse.com.
A registration statement relating to the units and the underlying securities was declared effective by the U.S. Securities and Exchange Commission on July 20, 2017. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the offering filed with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact Information:
Jeffrey F. Brotman
Chief Financial Officer, Chief Legal Officer and Secretary
Osprey Energy Acquisition Corp.
(215) 523-6161
Exhibit 99.3
Osprey Energy Acquisition Corp. Announces the Separate Trading
of its Class A Common Stock and Warrants, Commencing August 15, 2017
Philadelphia, PA / August 14, 2017 – Osprey Energy Acquisition Corp. (NASDAQ: OSPRU) (the “Company”), an energy-focused special purpose acquisition entity formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, today announced that, commencing on August 15, 2017, the holders of the units sold in the Company’s initial public offering may elect to separately trade the Class A common stock and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Units that are not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “OSPRU.” The Class A common stock and the warrants that are separated will trade on the Nasdaq under the symbols “OSPR” and “OSPRW,” respectively. Holders of the units will need to have their brokers contact Continental Stock Transfer and Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.
A registration statement relating to the units and the underlying securities was declared effective by the U.S. Securities and Exchange Commission on July 20, 2017.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made by means of a prospectus, copies of which may be obtained for free by visiting the U.S. Securities and Exchange Commission website at http://www.sec.gov. Alternatively, a copy of the prospectus relating to the offering may be obtained from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY10010, or by telephone at (800) 221-1037, or by email at newyork.prospectus@credit-suisse.com.
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the offering filed with the U.S. Securities and Exchange Commission (the “SEC”), copies of which are available on the SEC’s website, http://www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact Information:
Jeffrey
F. Brotman
Chief Financial Officer, Chief Legal Officer and Secretary
Osprey Energy Acquisition Corp.
(215) 523-6161