Osprey Acquisition III (OSPRU) director discloses large sponsor stake
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Osprey Acquisition Corp. III director and 10% owner Jonathan Z. Cohen filed an initial ownership report detailing indirect positions held through Osprey Acquisition Sponsor III, LLC. The sponsor holds 486,000 units that include Class A ordinary shares and related warrants, which Cohen has irrevocably committed to purchase.
The filing shows indirect holdings of 486,000 Class A ordinary shares, 162,000 warrants with an exercise price of $11.50 per share, and 10,254,000 Class B ordinary shares, all of which are ultimately tied to Class A shares. Up to 3,915,000 of the Class B shares may be forfeited if the IPO underwriters do not fully exercise their over-allotment option.
The Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, or earlier at the holder’s option, and have no expiration date. The warrants become exercisable after the initial business combination or 12 months after the IPO and expire five years after the business combination or earlier upon redemption or liquidation. Cohen disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
COHEN JONATHAN Z
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 (Indirect, By Osprey Acquisition Sponsor III, LLC);
Warrants — 162,000 shares (Indirect, By Osprey Acquisition Sponsor III, LLC);
Class A Ordinary Shares — 486,000 shares (Indirect, By Osprey Acquisition Sponsor III, LLC)
Footnotes (1)
- These shares underlie 486,000 units of the issuer that Osprey Acquisition Sponsor III, LLC has irrevocably committed to purchase. The reporting person disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose. These shares are held directly by the issuer's sponsor, Osprey Acquisition Sponsor III, LLC, which is co-managed by the reporting person. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial 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 the 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 in full their over-allotment option.
Key Figures
Indirect Class A shares: 486,000 shares
Warrants held: 162,000 warrants
Warrant exercise price: $11.50 per share
+3 more
6 metrics
Indirect Class A shares
486,000 shares
Class A ordinary shares underlying units held by sponsor
Warrants held
162,000 warrants
Warrants held indirectly through sponsor entity
Warrant exercise price
$11.50 per share
Exercise price for warrants on Class A ordinary shares
Class B shares
10,254,000 shares
Class B ordinary shares convertible into Class A
Forfeitable Class B shares
Up to 3,915,000 shares
Subject to forfeiture if IPO over-allotment not fully exercised
Units committed
486,000 units
Units issuer’s sponsor has irrevocably committed to purchase
Key Terms
Class B ordinary shares, warrants, over-allotment option, initial business combination, +1 more
5 terms
warrants financial
"The warrants will become exercisable at the later of 30 days after the consummation"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
over-allotment option financial
"subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option"
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.
initial business combination financial
"The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
pecuniary interest financial
"except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission"
FAQ
What insider holdings does OSPRU director Jonathan Z. Cohen report on Form 3?
Jonathan Z. Cohen reports indirect holdings through Osprey Acquisition Sponsor III, LLC. These include 486,000 Class A ordinary shares, 162,000 warrants, and 10,254,000 Class B ordinary shares that are linked to future Class A shares.
How many warrants tied to Osprey Acquisition Corp. III (OSPRU) does the sponsor hold?
The sponsor holds 162,000 warrants indirectly attributed to Jonathan Z. Cohen. Each warrant has an exercise price of $11.50 per underlying Class A ordinary share, becoming exercisable after the initial business combination or 12 months after the IPO.
Does Jonathan Z. Cohen have direct ownership of OSPRU securities?
No direct holdings are shown; all are indirect through Osprey Acquisition Sponsor III, LLC. The filing notes that Cohen disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the sponsor entity.
When do the OSPRU warrants reported in this Form 3 become exercisable and expire?
The warrants become exercisable at the later of 30 days after the initial business combination or 12 months after the IPO. They expire five years after the initial business combination or earlier if all Class A ordinary shares are redeemed or the company liquidates.