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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 18, 2026
OSPREY ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43377 |
|
98-1920137 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
1845 Walnut Street, Suite 1111
Philadelphia, PA |
|
19103 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (646) 470-1493
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)) |
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 ☒
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.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
OSPRU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
OSPR |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share |
|
OSPRW |
|
The Nasdaq Stock Market LLC |
Item 8.01. Other Events.
On August 18, 2026, Osprey
Acquisition Corp. III (the “Company”) announced that, commencing on August 21, 2026, the holders of the units issued
in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par
value $0.0001 per share (the “Class A Ordinary Share”), and one-third (1/3) of one redeemable warrant, each whole warrant
entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (the “Warrant”), may elect
to separately trade the Class A Ordinary Shares and the Warrants included in the Units. Any Units not separated will continue to trade
on the Nasdaq Global Market under the symbol “OSPRU.” The Class A Ordinary Shares and the Warrants will trade on the Nasdaq
Global 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 Class
A Ordinary Shares and Warrants.
A press release announcing
the separation of the Units has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release |
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 18, 2026 |
OSPREY ACQUISITION CORP. III |
| |
|
| |
By: |
/s/ Thomas C. Elliott |
| |
Name: |
Thomas C. Elliott |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Osprey Acquisition Corp. III Announces the Separate
Trading of its Class A Ordinary Shares and Warrants, Commencing August 21, 2026
PHILADELPHIA, PA, Aug. 18, 2026 (GLOBE NEWSWIRE) -- Osprey Acquisition
Corp. III (NASDAQ:OSPRU) (the “Company”) announced today that, commencing August 21, 2026, holders of the units sold in the
Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included
in the units. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market under the symbols “OSPR”
and “OSPRW,” respectively. Those units not separated will continue to trade on the Nasdaq Global Market under the symbol “OSPRU.”
The Company is a blank check company formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
The Company may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution. The Company’s
primary focus, however, will be to identify companies that are deploying disruptive technologies and next-generation infrastructure that
modernize energy systems, enable AI-driven optimization, and support the resilient, sustainable backbone of global connectivity. The management
team is led by David Heikkinen as Chief Executive Officer, along with Daniel C. Herz and Jonathan Z. Cohen as Co-Executive Chairmen of
the Board of Directors, Edward E. Cohen as Vice-Chairman of the Board of Directors, Thomas C. Elliott as Chief Financial Officer, and
Jeffrey F. Brotman as Chief Operating Officer and Chief Legal Officer.
This press release contains statements that constitute “forward-looking
statements,” including with respect to the initial public offering. When used in this press release, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. 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 Securities and Exchange Commission. The Company undertakes no obligation to update these statements for
revisions or changes after the date of this press release, except as required by law.
Contact Information:
Osprey Acquisition Corp. III
info@whitehawkenergy.com
