Osprey Acquisition Corp. III (OSPRU) sponsor details Class A, B shares and warrants
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Osprey Acquisition Sponsor III LLC, a 10% owner of Osprey Acquisition Corp. III, reports its initial holdings. The sponsor holds 486,000 Class A ordinary shares that underlie 486,000 placement units it has irrevocably committed to purchase, with each unit including one Class A share and one-third of a redeemable warrant.
The sponsor also holds 162,000 warrants exercisable for Class A ordinary shares at an exercise price of $11.50 per share, and 10,254,000 Class B ordinary shares that automatically convert into Class A shares on a one-for-one basis in connection with the company’s business combination, or at the holder’s option. Up to 3,915,000 of these Class B shares are subject to forfeiture if the IPO underwriters do not fully exercise their over-allotment option. The reporting persons disclaim beneficial ownership beyond their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Osprey Acquisition Sponsor III LLC
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Class B Ordinary Shares | -- | -- | -- |
| holding | Warrants | -- | -- | -- |
| holding | Class A Ordinary Shares | -- | -- | -- |
Holdings After Transaction:
Class B Ordinary Shares — 10,254,000 shares (Direct, null);
Warrants — 162,000 shares (Direct, null);
Class A Ordinary Shares — 486,000 shares (Direct, null)
Footnotes (1)
- These shares underlie 486,000 placement units of the issuer that Osprey Acquisition Sponsor III, LLC has irrevocably committed to purchase. Each placement unit consists of one Class A ordinary share and one-third (1/3) of one redeemable warrant. The reporting persons disclaim beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that a reporting person is the beneficial owner of such securities for any other purpose. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents, and have no expiration date. The warrants will become exercisable at the later of 30 days after consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering. The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding Class A ordinary shares or the issuer's liquidation. These warrants underlie 486,000 units of the issuer that Osprey Acquisition Sponsor III, LLC has irrevocably committed to purchase. Includes up to 3,915,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise their over-allotment option in full.
Key Figures
Class A shares via placement units: 486,000 shares
Warrants held: 162,000 warrants
Warrant exercise price: $11.50 per share
+2 more
5 metrics
Class A shares via placement units
486,000 shares
Underlying 486,000 placement units committed to purchase
Warrants held
162,000 warrants
Exercisable into Class A ordinary shares
Warrant exercise price
$11.50 per share
Exercise price for 162,000 warrants
Class B ordinary shares
10,254,000 shares
Convertible one-for-one into Class A ordinary shares
Class B shares subject to forfeiture
3,915,000 shares
Forfeitable if IPO over-allotment option is not fully exercised
Key Terms
placement units, redeemable warrant, Class B ordinary shares, over-allotment option, +1 more
5 terms
placement units financial
"These shares underlie 486,000 placement units of the issuer that Osprey Acquisition Sponsor III, LLC has irrevocably committed to purchase."
redeemable warrant financial
"Each placement unit consists of one Class A ordinary share and one-third (1/3) of one redeemable warrant."
A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.
over-allotment option financial
"Includes up to 3,915,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise their over-allotment option in full."
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
business combination financial
"The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's business combination..."
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
FAQ
What does Osprey Acquisition Sponsor III LLC report owning in OSPRU on this Form 3?
Osprey Acquisition Sponsor III LLC reports initial holdings including 486,000 Class A shares underlying placement units, 162,000 warrants, and 10,254,000 Class B shares convertible into Class A, establishing its status as a significant pre-business-combination equity holder.
What are the key terms of the OSPRU warrants held by the sponsor?
The sponsor holds 162,000 warrants with an exercise price of $11.50 per share. Each warrant is exercisable for Class A ordinary shares and will become exercisable after the initial business combination or 12 months post-IPO, then expire five years after that combination.
What are OSPRU placement units and how many are involved?
The filing notes 486,000 placement units that the sponsor has irrevocably committed to purchase. Each placement unit consists of one Class A ordinary share and one-third of a redeemable warrant, effectively combining equity and warrant exposure in a single security.
Does the sponsor fully acknowledge beneficial ownership of all reported OSPRU securities?
The reporting persons expressly disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest. This standard language clarifies that legal or economic interests may be limited despite the shares being reported on the Form 3.