false
--12-31
0002113481
0002113481
2026-06-30
2026-06-30
0002113481
OSPR:UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember
2026-06-30
2026-06-30
0002113481
OSPR:ClassOrdinarySharesParValue0.0001PerShareMember
2026-06-30
2026-06-30
0002113481
OSPR:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareMember
2026-06-30
2026-06-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
June 30, 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 1.01. Entry into a Material Definitive Agreement.
On July 2, 2026, Osprey Acquisition
Corp. III (the “Company”), consummated its initial public offering (“IPO”) of 30,015,000 units (the
“Units”), including the exercise in full by the Underwriters (defined below) of an option to purchase 3,915,000 Units
at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company
of $300,150,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary
Shares”), and one-third of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant
entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. Pursuant to the Underwriting Agreement
(defined below), the Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up
to 3,915,000 additional Units solely to cover over-allotments, if any (the “Over-Allotment Option”); and on July 1,
2026, the Underwriters notified the Company that they were exercising the Over-Allotment Option in full. As a result of the Underwriters’
determination to fully exercise the Over-Allotment Option, the Company’s sponsor was not required to forfeit any shares of the Company’s
Class B ordinary shares.
In connection with the closing
of the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s
registration statement on Form S-1 (File No. 333-296787) for the IPO, originally filed with the Securities and Exchange Commission (the
“Commission”) on June 15, 2026 (as amended, the “Registration Statement”), all of which are attached
as exhibits and incorporated by reference herein:
| |
● |
An Underwriting Agreement, dated June 30, 2026 (the “Underwriting Agreement”), between the Company and Cantor Fitzgerald & Co., as representative of the Underwriters (“Cantor”); |
| |
● |
An Investment Management Trust Agreement, dated June 30, 2026, between the Company and Continental Stock Transfer & Trust Company; |
| |
● |
A Warrant Agreement, dated June 30, 2026, between the Company and Continental Stock Transfer & Trust Company; |
| |
● |
A Registration Rights Agreement, dated June 30, 2026, between the Company and certain security holders of the Company; |
| |
● |
A Letter Agreement, dated June 30, 2026, by and among the Company, its officers and directors and certain of the Company’s security holders; |
| |
● |
A Private Placement Units Purchase Agreement, dated June 30, 2026, between the Company and Osprey Acquisition Sponsor III, LLC; |
| |
|
|
| |
● |
A Private Placement Units Purchase Agreement, dated June 30, 2026, between the Company and Cantor; |
| |
|
|
| |
● |
Indemnity Agreements dated June 30, 2026, by and among the Company and each Director and executive officer of the Company, a form of which is attached as Exhibit 10.8to this Current Report; |
| |
|
|
| |
● |
An Administrative Services Agreement, dated June 30, 2026, between the Company and Hepco Capital Management, LLC; and |
| |
|
|
| |
● |
An Administrative Services Agreement, dated June 30, 2026, between the Company and Osprey Acquisition Sponsor III, LLC. |
A description of the material
terms of each of these agreements is included in the Registration Statement and incorporated herein by this reference.
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 747,000 Units (the “Placement
Units”) in a private placement transaction at a price of $10.00 per Placement Unit, generating gross proceeds of $7,470,000.
The Placement Units were purchased by Cantor (261,000 Units) and the Company’s sponsor, Osprey Acquisition Sponsor III, LLC (486,000
Units). The Warrants included in the Placement Units are identical to the Warrants included in the IPO Units except as otherwise
described in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of
the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended.
Item 3.03. Material Modification to Rights
of Security Holders.
The disclosure set forth under
Item 5.03 is incorporated herein by this reference.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 30, 2026, in
connection with the IPO, Daniel C. Herz, Jonathan Z. Cohen, Edward E. Cohen, Jeffrey Clifford, Brian L. Frank, Atul Khanna and
Jeffrey Kupfer (collectively, the “Directors”) were appointed to the
board of directors of the Company (the “Board”) and Jeffrey
F. Brotman resigned as a member of the Board. Effective June 30, 2026, each of Messrs. Frank, Khanna, and Kupfer appointed to
the Board’s Audit Committee, with Mr. Frank serving as chair of the Audit Committee. Each of Messrs. Clifford and Kupfer were
appointed to the Board’s Compensation Committee, with Mr. Kupfer serving as chair of the Compensation Committee.
On
June 30, 2026, the Company entered into indemnity agreements with each of the Directors, as well as with David Heikkinen, the President
and Chief Executive Officer, Thomas C. Elliott, the Chief Financial Officer, and Jeffrey F. Brotman, Chief Operating Officer, Chief Legal
Officer, and Secretary of the Company, that require the Company to indemnify each of them to the fullest extent permitted by applicable
law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary
of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
form of indemnity agreement, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation
or Bylaws; Change in Fiscal Year.
On July 1, 2026, in
connection with the IPO, the Company filed its amended and restated memorandum and articles of association effective June 30, 2026
(the “Amended and Restated Memorandum”) with the Cayman Islands General
Registry. A description of the material terms of the Amended and Restated Memorandum is included in the Registration Statement and
incorporated herein by this reference. In addition, a copy of the Amended and Restated Memorandum is attached hereto as Exhibit 3.1
and is incorporated herein by this reference.
Item 8.01. Other Events.
A total of $300,150,000 of
the net proceeds from the IPO and the Private Placement (which includes $12,789,000 of the Underwriters’ deferred discount) were
placed in a trust account established for the benefit of the Company’s public shareholders, with Continental Stock Transfer &
Trust Company acting as trustee. Except for the withdrawal of interest earned on the funds to satisfy the Company’s working capital
requirements (subject to an annual limit of $250,000 and an overall limit of $500,000) and to pay taxes (or up to $100,000 for 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 (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if
it is unable to complete its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation
date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s
public shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Memorandum to modify the substance
or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination
within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or
pre-initial business combination activity.
A copy of the press release
issued by the Company on June 30, 2026 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 2, 2026 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.
| 1.1 |
|
Underwriting Agreement, dated June 30, 2026, between the Company and Cantor Fitzgerald & Co. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association, filed with the Cayman Islands General Registry on July 1, 2026. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated June 30, 2026, between Continental Stock Transfer & Trust Company and the Company. |
| |
|
|
| 10.1 |
|
Letter Agreement, dated June 30, 2026, by and among the Company and certain security holders, officers and directors of the Company. |
| |
|
|
| 10.2 |
|
Investment Management Trust Agreement, dated June 30, 2026, between Continental Stock Transfer & Trust Company and the Company. |
| |
|
|
| 10.3 |
|
Registration Rights Agreement, dated June 30, 2026, between the Company and certain security holders of the Company. |
| |
|
|
| 10.4 |
|
Private Placement Units Purchase Agreement, dated June 30, 202, between the Company and Osprey Acquisition Sponsor III, LLC. |
| |
|
|
| 10.5 |
|
Private Placement Units Purchase Agreement, dated June 30, 2026, between the Company and Cantor Fitzgerald & Co.. |
| |
|
|
| 10.6 |
|
Administrative Services Agreement, dated June 30, 2026, between the Company and Osprey Acquisition Sponsor III, LLC. |
| |
|
|
| 10.7 |
|
Administrative Services Agreement, dated June 30, 2026, between the Company and Hepco Capital Management, LLC. |
| |
|
|
| 10.8 |
|
Form of Indemnity Agreement (Incorporated by reference to Exhibit 10.6 filed with the Registrant’s Form S-1 (File No. 333-296787). |
| |
|
|
| 99.1 |
|
Press Release dated June 30, 2026 (pricing of the IPO). |
| |
|
|
| 99.2 |
|
Press Release dated July 2, 2026 (closing of the IPO). |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 7, 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 Pricing of $261,000,000 Initial Public Offering
PHILADELPHIA, PA, June 30, 2026 (GLOBE NEWSWIRE) -- Osprey Acquisition
Corp. III (NASDAQ:OSPRU) (the “Company”) today announced the pricing of its initial public offering of 26,100,000 units at
a price of $10.00 per unit. The Company’s units will be listed on the Nasdaq Global Market under the symbol “OSPRU”
and will begin trading on July 1, 2026. Each unit issued in the offering consists of one Class A ordinary share of the Company and one-third
of one redeemable warrant, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share. Once
the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on NASDAQ
under the symbols “OSPR” and “OSPRW,” respectively. No fractional warrants will be issued upon separation of the
units and only whole warrants will trade. The closing of the offering is anticipated to take place on or about July 2, 2026, subject to
customary closing conditions.
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.
Cantor Fitzgerald & Co. is serving as the sole book-running manager
for the offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,915,000 units at the initial
public offering price to cover over-allotments, if any.
A registration statement relating to the units and the underlying securities
was declared effective by the Securities and Exchange Commission on June 30, 2026. 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 is being made only by means of a prospectus, copies of
which may be obtained by contacting Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, New York, New York
10022; Email: prospectus@cantor.com, or from the SEC website at www.sec.gov.
This press release contains statements that constitute “forward-looking
statements,” including with respect to the initial public offering. No assurance can be given that such offering will be completed
on the terms described, or at all. 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 preliminary 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
Exhibit 99.2
Osprey Acquisition
Corp. III Completes $300.15 Million Initial Public Offering
PHILADELPHIA,
PA, July 02, 2026 (GLOBE NEWSWIRE) -- Osprey Acquisition Corp. III (NASDAQ:OSPRU) (the “Company”) today announced the closing
of its initial public offering of 30,015,000 units, which includes 3,915,000 units issued pursuant to the exercise by the underwriters
of their over-allotment option in full. The offering was priced at $10.00 per unit, resulting in gross proceeds of $300,150,000.
The Company’s
units began trading on the Nasdaq Global Market (“Nasdaq”) on July 1, 2026 under the ticker symbol “OSPRU.” Each
unit consists of one Class A ordinary share of the Company and one-third of one redeemable warrant, with each whole warrant entitling
the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share. Once the securities
constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the
symbols “OSPR” and “OSPRW,” respectively.
Of the proceeds
received from the consummation of the initial public offering (including the exercise of the over-allotment option) and a simultaneous
private placement of units, $300,150,000 (or $10.00 per unit sold in the offering) was placed in the Company’s trust account for
the benefit of the Company’s public shareholders.
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.
Cantor Fitzgerald
& Co. acted as sole book-running manager for the offering.
A registration
statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on
June 30, 2026. The offering has been made only by means of a prospectus, copies of which may be obtained by contacting Cantor Fitzgerald
& Co., Attention: Capital Markets, 110 East 59th Street, New York, New York 10022; Email: prospectus@cantor.com. Copies of the
registration statement can be accessed through the SEC’s website at www.sec.gov. 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 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