−Removed: We are a blank check company
−Removed: formed under the laws of the State of Delaware on June 15, 2018, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.
−Removed: At December 31, 2020 we had not yet commenced operations.
−Removed: All activity through December 31, 2020 relates to our formation and the initial public offering, which is described below, and identifying a target company for a business
−Removed: We have generated no revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination at the earliest.
−Removed: Although we may pursue an acquisition opportunity in any business
−Removed: or industry, we intend to focus on opportunities in the technology sector, particularly companies pursuing a SaaS model, which we believe will deliver strong risk-adjusted returns for our investors.
−Removed: We intend to effectuate our business combination
−Removed: using cash from the proceeds of the initial public offering and the sale of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.
−Removed: We believe that over the last two decades, the digital era has shattered the traditional understanding of disruptive innovation.
−Removed: articulated by the late Clayton Christiansen, new entrants are supplanting incumbents by delivering cheaper alternatives and then moving upmarket to displace them.
−Removed: Instead, what we now have is what researchers Paul Nunes and Larry Downes have called
−Removed: big bang disruption, in which technological upheaval generates evolutionary change through creation of new offerings that are cheaper, more efficient, and user-friendly than what was there before, but also provides prior mechanisms, or
−Removed: revolutionary changes through creation of entirely new categories.
−Removed: For example, in many ways, the international COVID-19 pandemic has catalyzed and accelerated many of these big bang disruptions,
−Removed: leading to the widespread adoption of telemedicine, eLearning, app-based teleconferencing services and many other technology-driven products that had limited , if any, market presence just a year ago.
−Removed: Netflixs creation of online digital streaming displaced both the DVD rental industry and the DVD itself.
−Removed: Another example:
−Removed: the emergence of freely downloadable and effective navigation platforms via smartphone applications has disrupted
−Removed: traditional GPS product providers.
−Removed: In our opinion, developments in automation and artificial intelligence (AI) technologies are increasingly driving change and disruption.
−Removed: We seek entities providing these sorts of innovations that we believe will
−Removed: fundamentally change the way we live and work.
−Removed: To pursue such potential opportunities, we will rely on the combination of
−Removed: skills brought to us by our management team, our board of directors, and our sponsor, with support from the entities (and their principals) that collaborated to form our sponsor:
−Removed: HEPCO Capital Management, LLC, or HEPCO, and JANA Capital LLC, or
−Removed: Our management team is led by our Co-Chairmen Edward E.
−Removed: Cohen, Chairman of HEPCO, and Jonathan Z.
−Removed: Cohen, Chief Executive Officer of HEPCO, and our President and Chief Executive Officer, David DiDomenico,
−Removed: Partner at JANA, and head of JANAs SPAC initiative.
−Removed: We will also leverage the skillsets of other senior employees including our Chief Financial Officer and Chief Legal Officer, Jeffrey Brotman and our Executive Vice-President William Fradin,
−Removed: who are Chief Operating Officer and Managing Director of HEPCO, respectively, and our directors, Savneet Singh and Robert (Bob) Tinker, all experienced operators and/or investors in software and other technology businesses.
−Removed: We believe we are a successful collaboration between HEPCO and JANA formed to consummate a business combination with a leading,
−Removed: growing modern enterprise software business.
−Removed: As described below under The BlackSky Merger, in February 2021, we announced our intention to merge with BlackSky Holdings, Inc., or BlackSky, a leading geospatial intelligence monitoring and
−Removed: software provider (a transaction that is expected to close in July of 2021).
−Removed: In October 2019, we raised $316.25 million in our initial public offering, and the decades-long relationships of our sponsor (including the principals of HEPCO and
−Removed: JANA) and our management team, or collectively, our team, with leading institutional public market investors helped to secure a further $180 million in private investment in public equity, or PIPE, financing, with lead investors that included
−Removed: Tiger Global Management, Hedosophia and Senator Investment Group.
−Removed: We believe we executed successfully against our plan and validated the
−Removed: capabilities of the collaboration among our team.
−Removed: BlackSkys venture capital sponsors are among the most established and forward-thinking investors in the space sector, and include Mithril Capital and RRE Ventures.
−Removed: We believe the board and
−Removed: management team of BlackSky chose us as a merger partner because of the reputation and experience of our team, and because of our ability to assess the opportunity quickly, to work collaboratively toward an agreement, to commit capital to the
−Removed: transaction, and to assemble a world-class group of investors in the PIPE.
−Removed: In the course of our search for a target, we
−Removed: examined over one hundred companies and engaged with the management teams of thirty-eight of them.
−Removed: These companies included enterprise software businesses in various horizontal and vertical applications, including, for instance,
−Removed: high-growth, venture-backed businesses in next-generation enterprise cybersecurity, workflow management for professional services, workforce upskilling, e-commerce payment enablement, crowdfunding
−Removed: platforms, identity management, and many others.
−Removed: We also examined dozens of high-growth innovators in areas adjacent to
−Removed: enterprise software.
−Removed: These businesses included emerging leaders in battery electric vehicles, 3-D printing, cryptocurrency trading platforms, EV charging technologies, photoelectric chipset sensors, DTC e-commerce businesses, telemedicine platforms, and several others.
−Removed: We sourced these opportunities from
−Removed: a robust network of relationships with leading venture capital and private equity firms, bulge bracket and regional investment banks, and professional relationships of our team, all developed over decades.
−Removed: With respect to the foregoing, past performance by our management team and our operating partners is not a guarantee either (i) of
−Removed: success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination.
−Removed: You should not rely on the historical record of our management teams
−Removed: and our operating partners performance as indicative of our future performance.
−Removed: The BlackSky Merger
−Removed: On February 17, 2021, Osprey entered into an Agreement and Plan of Merger, or the BlackSky merger agreement, by and among
−Removed: (a) Osprey, (b) Osprey Technology Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Osprey, or merger sub, and (c) BlackSky Holdings, Inc., a Delaware corporation, or BlackSky Holdings, which provides
−Removed: for, among other things, the merger of Merger sub with and into BlackSky Holdings, with BlackSky Holdings continuing as the surviving entity.
−Removed: We refer to this as the merger and, collectively with the other transactions contemplated by
−Removed: the BlackSky merger agreement, we refer to as the transactions.
−Removed: The transactions set forth in the BlackSky merger agreement, including the Merger, will constitute a Business Combination as contemplated by Ospreys
−Removed: Amended and Restated Certificate of Incorporation.
−Removed: The BlackSky merger agreement and the transactions contemplated thereby
−Removed: were unanimously approved by the Board of Directors of Osprey, or the board.
−Removed: The BlackSky Merger Agreement
−Removed: Merger Consideration
−Removed: Pursuant to the BlackSky merger agreement, the aggregate merger consideration payable to equity holders of BlackSky Holdings at
−Removed: closing, or the total consideration , will be paid in a number of shares of newly-issued Osprey Class A common stock, valued at $10.00 per share, or Osprey Common Stock, calculated by dividing (x) $925,000,000, plus (a) the
−Removed: aggregate exercise prices that would be paid to BlackSky Holdings if all stock options and all warrants outstanding as of immediately prior to the closing were exercised in full, minus (b) any unfunded amount under BlackSky
−Removed: Holdingss bridge loan, minus (c) the total consideration payable to shares of BlackSky Holdingss Class B common stock, which is equal to the product of (i) the total number of shares of BlackSky Holdingss
−Removed: Class B common stock, par value $0.00001 per share, issued and outstanding as of immediately prior to the effective time of the Merger and (ii) an amount in cash equal to $0.00001 by (y) $10.00.
−Removed: Effective as of the effective time of the Merger and by virtue of the
−Removed: Merger, each share of BlackSky Holdingss common stock (other than Class B common stock) and preferred stock that is issued and outstanding immediately prior to the effective time of the Merger will be cancelled and automatically converted
−Removed: into the right to receive a number of shares of Osprey Common Stock equal to the applicable Per Share Exchange Ratio (as defined in the BlackSky merger agreement).
−Removed: Effective as of the effective time of the Merger and by virtue of the Merger, each
−Removed: share of BlackSky Holdings Class B common stock issued and outstanding immediately prior to the effective time of the Merger will be cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to
−Removed: $0.00001 per share.
−Removed: Effective as of the effective time of the Merger and by virtue of the Merger, each option to purchase
−Removed: shares of BlackSky Holdings Class A Common Stock, each, a BlackSky Stock Option, that is outstanding and unexercised as of immediately prior to the effective time of the Merger will be converted into an option to acquire a number of shares of
−Removed: Osprey Class A Common Stock equal to the product obtained by multiplying (x) the number of shares of BlackSky Holdings Common Stock subject to the applicable BlackSky Stock Option by (y) the Class A Common Exchange Ratio, and
−Removed: will be subject to the same terms and conditions as were applicable to such BlackSky Stock Option (each an Assumed Osprey Stock Option ).
−Removed: For purposes of the BlackSky merger agreement, the Class A Common Exchange Ratio equals
−Removed: to the quotient of (A) the residual Total Consideration after taking into account the preferred series preference amounts, divided by $10.00, divided by (B) the number of participating shares of BlackSky Holdings Common Stock on a
−Removed: fully diluted basis.
−Removed: The exercise price per share of each Assumed Osprey Stock Option will be equal to the quotient obtained by dividing (x) the exercise price per share applicable to such BlackSky Stock Option by (y) the Class A
−Removed: Common Exchange Ratio.
−Removed: Effective as of the effective time of the Merger and by virtue of the Merger, each award of
−Removed: BlackSky Holdings restricted stock units (each, a BlackSky RSU Award ) that is outstanding as of immediately prior to the effective time of the Merger will be converted into an award of Osprey restricted stock units covering a
−Removed: number of shares of Osprey Class A Common Stock equal to the product obtained by multiplying (x) the number of shares of BlackSky Holdings Common Stock subject to the applicable BlackSky RSU Award by (y) the Class A Common
−Removed: Exchange Ratio, and will be subject to the same terms and conditions as were applicable to such BlackSky RSU Award.
−Removed: warrant to purchase shares of capital stock of BlackSky Holdings, or the BlackSky warrant , that is outstanding and unexercised as of immediately prior to the effective time of the Merger will be (i) automatically exercised in accordance
−Removed: with its terms immediately prior to the effective time of the Merger if such BlackSky warrant provides that it will be automatically exercised in connection with the Merger, or a BlackSky exercising warrant, (ii) automatically terminated in
−Removed: accordance with its terms immediately prior to the effective time of the Merger if such BlackSky warrant provides that it will be automatically terminated if not exercised prior to the effective time of the Merger, or a terminating warrant, or
−Removed: (iii) assumed by Osprey and converted into a warrant to acquire Osprey Common Stock if the BlackSky warrant is not a terminating BlackSky warrant or BlackSky exercising warrant.
−Removed: The BlackSky merger agreement contains certain customary covenants of the parties with respect to operation of the business
−Removed: prior to consummation of the transactions and efforts to satisfy conditions to consummation of the transactions.
−Removed: The consummation of the transactions contemplated by the BlackSky merger agreement is subject to certain customary mutual closing
−Removed: conditions for special purpose acquisition companies.
−Removed: Additionally, the obligations of BlackSky Holdings to consummate the Mergers are also conditioned upon, among other things, Osprey having at least $225,000,000 in available cash as of the
−Removed: effective time of the Merger.
−Removed: The BlackSky merger agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Mergers, including by mutual written consent of the parties or by either Osprey or
−Removed: BlackSky Holdings if the consummation of the Mergers has not occurred on or prior to September 17, 2021 (the Termination Date).
−Removed: In the event the BlackSky merger agreement is terminated by Osprey under certain conditions, then Osprey
−Removed: will be entitled to receive a termination fee in the amount of $40,700,000.
−Removed: Certain Related Agreements
−Removed: PIPE Investment Subscription Agreements
−Removed: On February 17, 2021, concurrently with the execution of the BlackSky merger agreement, Osprey entered into Subscription
−Removed: Agreements (collectively, the Subscription Agreements ) with certain third-party investors (the PIPE Investors ) and certain inside investors (the Inside PIPE Investors ) pursuant to which, and
−Removed: on the terms and subject to the conditions of which, the PIPE Investors and Inside PIPE Investors have collectively subscribed for an aggregate of 18,000,000 shares of Osprey Common Stock for $10.00 per share, for an aggregate purchase price equal
−Removed: to $180,000,000 (the PIPE Investment ).
−Removed: The PIPE Investment will be consummated substantially concurrently with the closing of the transactions contemplated by the BlackSky merger agreement, subject to the terms and conditions
−Removed: contemplated by the Subscription Agreements.
−Removed: The proceeds from the PIPE Investment are expected to be used to pay down certain indebtedness of BlackSky Holdings at the closing of the Merger and for general working capital purposes following the
−Removed: The Subscription Agreements entered into by the PIPE Investors provide for certain registration rights for the
−Removed: PIPE Investors.
−Removed: In particular, in the case of the PIPE Investors, Osprey is required to, no later than 45 calendar days following the closing date of the Business Combination, submit to or file with the SEC a registration statement registering the
−Removed: resale of such shares.
−Removed: Also in the case of the PIPE Investors, Osprey is required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the
−Removed: earlier of (a) the 90th calendar day following the filing date thereof if the SEC notifies Osprey that it will review the registration statement and (b) the 10th business day after the date Osprey is notified (orally or in
−Removed: writing, whichever is earlier) by the SEC that the registration statement will not be reviewed or will not be subject to further review.
−Removed: Osprey must use commercially reasonable efforts to keep the registration statement effective until
−Removed: the earliest of:
−Removed: (i) the date the PIPE Investors no longer hold any shares, (ii) the date all registrable shares held by the PIPE Investors may be sold without restriction under Rule 144 and (iii) two years from the date of
−Removed: effectiveness of the registration statement.
−Removed: Pursuant to the terms of the BlackSky merger agreement and the Subscription Agreements entered into by the Inside PIPE Investors, the Inside PIPE Investors will enter into the Registration Rights
−Removed: Agreement (as defined and described below), which will provide for certain registration rights for the Inside PIPE Investors.
−Removed: Each Subscription Agreement will terminate upon the earliest to occur of (a) the termination of the BlackSky merger
−Removed: agreement in accordance with its terms, (b) the mutual written agreement of the parties to such Subscription Agreement and BlackSky Holdings, and (c) the Termination Date.
−Removed: Sponsor Support Agreement
−Removed: On February 17, 2021, concurrently with the execution of the BlackSky merger agreement the Sponsor, Osprey, BlackSky
−Removed: Holdings, and each of the other persons set forth on the signature pages thereto entered into a Sponsor Support Agreement (the Sponsor Support Agreement ), pursuant to which the Sponsor, solely in its capacity as a stockholder of
−Removed: Osprey, has agreed, among other things, (a) to waive certain anti-dilution rights set forth in Section 4.3(b) of Ospreys amended and restated certificate of incorporation that may result from the transactions contemplated by the
−Removed: BlackSky merger agreement, (b) not to, directly or indirectly, transfer any of their shares of Class B common stock and warrants of Osprey prior to the effective time of the Merger, (c) to vote in favor of the adoption of the BlackSky
−Removed: merger agreement and the transactions at a meeting of Ospreys stockholders to be held to approve the proposed transactions and other related matters, (d) not to redeem or elect to cause Osprey to redeem any of its shares of Class B
−Removed: common stock or warrants of Osprey in connection with the transactions and (e) with respect to certain shares of Class B common stock (and Class A shares issued upon conversion) until the seven-year anniversary of the consummation of
−Removed: the transactions (subject to certain limited exceptions), not to transfer such shares until Osprey Common Stock achieves a trading price exceeding certain dollar thresholds set forth in the Sponsor Support Agreement and (e) with respect to
−Removed: certain warrants, not exercise any such warrants unless and until Osprey Common Stock reaches a trading price of $20.00 per share, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement.
−Removed: Stockholder Support Agreement
−Removed: On February 17, 2021, Osprey also announced entry into a Stockholder Support Agreement (the Stockholder Support
−Removed: Agreement ) by and among by and among Osprey, Merger sub, BlackSky Holdings and certain stockholders of BlackSky Holdings named therein (collectively the Key Stockholders ), pursuant to which the Key Stockholders have
−Removed: agreed to, among other things, vote in favor of the BlackSky merger agreement and the transactions contemplated thereby, including agreeing to execute a written consent constituting the requisite BlackSky Holdings stockholder approval within five
−Removed: (5) business days of the Registration Statement becoming effective, unless the Mergers are no longer recommended by BlackSky Holdings board of directors in accordance with the BlackSky merger agreement, in which case the Key Stockholders have
−Removed: agreed to vote a number of shares not to exceed 35% of the shares of BlackSky Holdings stock approving the BlackSky merger agreement and the transactions contemplated thereby and are entitled, in their sole discretion, to vote their remaining shares
−Removed: in any manner.
−Removed: The Support Agreement will terminate upon the earlier to occur of:
−Removed: (a) the effective time of the Merger, (b) the date of the termination of the BlackSky merger agreement in accordance with its terms, (c) the effective
−Removed: date of a written agreement of Osprey, Merger sub, BlackSky Holdings and the Key Stockholders terminating the Stockholder Support Agreement, and (d) the election of the Key Stockholders, in their sole discretion, to terminate the Stockholder
−Removed: Support Agreement following any amendment, waiver or other modification of any term or provision of the BlackSky merger agreement without the prior written consent with respect thereto of such stockholder that reduces or changes the form of
−Removed: consideration payable to BlackSky Holdings stockholders pursuant to the BlackSky merger agreement.
−Removed: Registration Rights Agreement
−Removed: The BlackSky merger agreement contemplates that, at the closing, Osprey, the Sponsor, the Inside PIPE Investors
−Removed: and each of the additional parties named therein will enter into an Amended and Restated Registration Rights Agreement (the Registration Rights Agreement ), pursuant to which Osprey will agree to register for resale, pursuant to
−Removed: Rule 415 under the Securities Act, certain shares of Osprey Common Stock and other equity securities of Osprey that are held by the parties thereto from time to time.
−Removed: The foregoing description of the BlackSky merger agreement and the related documents has been included to provide investors
−Removed: with information regarding their terms.
−Removed: They are not intended to provide any other factual information about Osprey or its affiliates.
−Removed: Business Strategy
−Removed: Our acquisition and value creation strategy involves identifying, acquiring and, after our initial business combination, building a company in
−Removed: the software industry that complements the experience of our management team and can benefit from their operational expertise and/or executive oversight.
−Removed: Our acquisition strategy leverages our teams network of potential proprietary and public
−Removed: transaction sources where we believe a combination of our relationships, knowledge and experience in the software industry could effect a positive transformation or augmentation of existing businesses or properties to improve their overall value
−Removed: We utilize the network and industry experience of Messrs.
−Removed: DiDomenico and our management team in seeking an
−Removed: initial business combination and employing our acquisition strategy.
−Removed: Over the course of their careers, the members of our management team and their affiliates have developed a broad network of contacts and corporate relationships that serve as a
−Removed: useful source of acquisition opportunities.
−Removed: This network has been developed through our management teams extensive experience in both investing in and operating companies across various industries, including energy, real estate, financial
−Removed: services, healthcare and technology-related sectors.
−Removed: These networks provide our management team with a robust flow of acquisition opportunities.
−Removed: In addition, target business candidates are brought to our attention from various unaffiliated sources,
−Removed: which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.
−Removed: Acquisition Criteria
−Removed: companies that present promising potential for further scalability in conjunction with the following attributes.
−Removed: Our team uses these criteria to guide our assessment of opportunities, though we may decide to enter into our initial business
−Removed: combination with a company that does not align itself with the framework we lay out.
−Removed: We intend to identify a company or companies with the following attributes:
−Removed: Robust and growing addressable market:
−Removed: We intend to focus on investments that we believe present
−Removed: attractive prospects for long-term secular and market expansion;
−Removed: Stable, recurring revenue:
−Removed: We intend to target companies that combine existing subscription-based
−Removed: revenue with attractive growth prospects;
−Removed: Opportunity for strategic or operational enhancement:
−Removed: We intend to leverage our teams expertise
−Removed: and extensive networks in the software industry to drive ongoing value creation;
−Removed: Established pricing power:
−Removed: We intend to select a target that has embedded characteristics to support
−Removed: continued pricing power of its products;
−Removed: High customer retention rates:
−Removed: We intend to acquire a target that has a stable and growing customer
−Removed: base with long-term subscription-based revenues and minimal churn;
−Removed: High cash flow conversion and sustainable gross margins:
−Removed: We intend to acquire a target with an
−Removed: efficient cost structure and gross margins that are sustainable and attractive;
−Removed: Low asset intensity :
−Removed: We intend to select a target with limited capital expenditure needs relative to its
−Removed: revenues and operating earnings;
−Removed: Operational and management maturity:
−Removed: We intend to select a target that has a proven management team,
−Removed: as well as the requisite compliance, financial controls, and reporting processes in place to operate as a public company;
−Removed: Offer an attractive return for stockholders:
−Removed: We intend to acquire a target on terms and in a manner
−Removed: that leverages our management teams experience investing within the software industry.
−Removed: Potential upside from growth in the target business and an improved capital structure will be weighed against any identified downside risks.
−Removed: These criteria are not intended to be exhaustive.
−Removed: Any evaluation relating to the merits of a
−Removed: particular initial business combination is based, to the extent relevant, on these general criteria as well as other considerations, factors and criteria that our management may deem relevant.
−Removed: In the event that we decide to enter into our initial
−Removed: business combination with a target business that does not meet the above criteria, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, would
−Removed: be in the form of tender offer documents or proxy solicitation materials that we would file with the Securities and Exchange Commission (the SEC).
−Removed: Initial Public Offering
−Removed: The registration
−Removed: statement for our initial public offering was declared effective on October 31, 2019.
−Removed: On November 5, 2019, we consummated the initial public offering of 27,500,000 units, generating gross proceeds of $275,000,000.
−Removed: Simultaneously with the closing of the initial public offering, we consummated the sale of 7,500,000 private placement warrants at a price of
−Removed: $1.00 per warrant in a private placement to our sponsor generating gross proceeds of $7,500,000.
−Removed: Following the closing of the initial
−Removed: public offering, an amount of $275,000,000 ($10.00 per unit) from the net proceeds of the sale of the units in the initial public offering and the private placement warrants was placed in a trust account and invested in U.S.
−Removed: government securities,
−Removed: within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the Investment Company Act), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act which invest only in direct U.S.
−Removed: government treasury obligations until the earlier of:
−Removed: (i) the consummation of a business combination or (ii) the distribution of the
−Removed: trust account.
−Removed: On November 13, 2019, in connection with the underwriters full exercise of their over-allotment option, we
−Removed: consummated the sale of an additional 4,125,000 units at $10.00 per unit, and the sale to our sponsor of an additional 825,000 private placement warrants at $1.00 per warrant, generating total gross proceeds of $42,075,000.
−Removed: Following the closing, an
−Removed: additional $41,250,000 of net proceeds was placed in the trust account, resulting in $316,250,000 held in the trust account as of November 13, 2019.
−Removed: Initial Business Combination
−Removed: rules require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting fees and taxes payable on
−Removed: interest earned) at the time of our signing a definitive agreement in connection with our initial business combination.
−Removed: If our board of directors is not able to determine the fair market value of the target business or businesses, we will obtain an
−Removed: opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (FINRA) or from an independent accounting firm, with respect to the satisfaction of such criteria.
−Removed: Our stockholders will
−Removed: not be provided with a copy of such opinion nor will they be able to rely on such opinion.
−Removed: We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance
−Removed: that will be the case.
−Removed: The structure of our proposed initial business combination with BlackSky is described above under The
−Removed: BlackSky Merger. We anticipated structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target
−Removed: business or businesses.
−Removed: We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the
−Removed: target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a
−Removed: controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.
−Removed: Even if the post-transaction company owns or acquires
−Removed: 50% or more of the voting
−Removed: securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to
−Removed: the target and us in the business combination transaction.
−Removed: For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.
−Removed: In this case, we would
−Removed: acquire a 100% controlling interest in the target.
−Removed: However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding
−Removed: shares subsequent to our initial business combination.
−Removed: If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is
−Removed: owned or acquired is what will be valued for purposes of the NYSEs 80% of net assets test.
−Removed: If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of
−Removed: the target businesses.
−Removed: Our Acquisition Process
−Removed: In evaluating a prospective target business, we conduct a thorough due diligence review that encompasses, among other things, meetings with
−Removed: incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us.
−Removed: We also utilize our operational and capital allocation experience.
−Removed: We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.
−Removed: In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking
−Removed: firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.
−Removed: Members of our management team and our independent directors directly or indirectly own founder shares and/or private placement warrants and,
−Removed: accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
−Removed: Further, each of our officers and directors may have a conflict of
−Removed: interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business
−Removed: Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or
−Removed: contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.
−Removed: Accordingly, if any of our officers or directors becomes aware of a business combination
−Removed: opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.
−Removed: We do not believe,
−Removed: however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination.
−Removed: Our amended and restated certificate of incorporation provides that we renounce our
−Removed: interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and
−Removed: contractually permitted to undertake and would otherwise be reasonable for us to pursue.
−Removed: Our sponsor, officers and directors have agreed
−Removed: not to participate in the formation of, or become an officer or director of, any other blank check company formed for the purpose of effecting a business combination with one or more businesses in the technology industry (other than any such
−Removed: positions held on the date of the initial public offerings prospectus) until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within the
−Removed: required timeframe.
−Removed: Our Management Team
−Removed: Members of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as much of
−Removed: their time as they deem necessary to our affairs until we have completed our initial business combination.
−Removed: The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been
−Removed: selected for our initial business combination and the current stage of the business combination process.
−Removed: We believe our management teams operating and transaction experience and relationships
−Removed: with companies provides us with a substantial number of potential business combination targets.
−Removed: Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the
−Removed: This network has grown through the activities of our management team sourcing, acquiring and financing businesses, our management teams relationships with sellers, financing sources and target management teams and the experience of our
−Removed: management team in executing transactions under varying economic and financial market conditions.
−Removed: Status as a Public Company
−Removed: As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other
−Removed: business combination.
−Removed: In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of our stock and cash, allowing us to tailor the
−Removed: consideration to the specific needs of the sellers.
−Removed: Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a
−Removed: public company than the typical initial public offering.
−Removed: In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with
−Removed: a business combination with us.
−Removed: Furthermore, once a proposed business combination is completed, the target business will have effectively
−Removed: become public, whereas an initial public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative
−Removed: valuation consequences.
−Removed: Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with stockholders interests.
−Removed: It can offer further benefits by
−Removed: augmenting a companys profile among potential new customers and vendors and aid in attracting talented employees.
−Removed: emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.
−Removed: As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to
−Removed: other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
−Removed: obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder
−Removed: approval of any golden parachute payments not previously approved.
−Removed: If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
−Removed: In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the
−Removed: extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
−Removed: In other words, an emerging growth company can delay the adoption of certain accounting
−Removed: standards until those standards would otherwise apply to private companies.
−Removed: We intend to take advantage of the benefits of this extended transition period.
−Removed: We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth
−Removed: anniversary of the completion of the initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of
−Removed: our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30 th , and (2) the date on which we have
−Removed: issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.
−Removed: Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation
−Removed: Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
−Removed: We will remain a smaller
−Removed: reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual
−Removed: revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th.
−Removed: Financial Position
−Removed: With funds available for a business combination in the amount of approximately $318 million, we offer a target business a variety of
−Removed: options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.
−Removed: Because we are able to complete our initial business
−Removed: combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs
−Removed: However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.
−Removed: our Initial Business Combination
−Removed: The structure of our proposed initial business combination with BlackSky is described above under
−Removed: The BlackSky Merger. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the private placement of the private placement warrants, our capital stock, debt or a
−Removed: combination of these as the consideration to be paid in our initial business combination.
−Removed: We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or
−Removed: growth, which would subject us to the numerous risks inherent in such companies and businesses.
−Removed: If our initial business combination is
−Removed: paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our business combination or used for redemptions of purchases of our Class A common
−Removed: stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on
−Removed: indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
−Removed: may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such
−Removed: offering rather than using the amounts held in the trust account.
−Removed: Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our business combination.
−Removed: In the case of
−Removed: an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law, we
−Removed: would seek stockholder approval of such financing.
−Removed: There are no prohibitions on our ability to raise funds privately, or through loans in connection with our initial business combination.
−Removed: At this time, we are not a party to any arrangement or
−Removed: understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.
−Removed: Sources of Target
−Removed: Target business candidates are brought to our attention from various unaffiliated sources, including investment market
−Removed: participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.
−Removed: Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through
−Removed: calls or mailings.
−Removed: These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read our initial public offerings prospectus and know what
−Removed: types of businesses we are targeting.
−Removed: Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal
−Removed: inquiries or discussions they may have, as well as attending trade shows or conventions.
−Removed: In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the
−Removed: business relationships of our officers and directors.
−Removed: While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or
−Removed: other individuals in the future, in which
−Removed: event we may pay a finders fee, consulting fee or other compensation to be determined in an arms length negotiation based on the terms of the transaction.
−Removed: We will engage a finder only
−Removed: to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is
−Removed: in our best interest to pursue.
−Removed: Payment of finders fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.
−Removed: In no event, however, will our sponsor or any of
−Removed: our existing officers or directors, or any entity with which they are affiliated, be paid any finders fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial
−Removed: business combination (regardless of the type of transaction that it is).
−Removed: We have agreed to pay our sponsor or its affiliate a total of $10,000 per month for office space, utilities, secretarial support and administrative services and to reimburse
−Removed: our sponsor for any out-of-pocket expenses related to identifying, investigation and completing an initial business combination.
−Removed: We may also make payments to personnel
−Removed: affiliated with our sponsor, or reimburse affiliates of our sponsor for the use of personnel, who are not our directors or executive officers, for services related to identifying, investigating and completing an initial business combination.
−Removed: our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination.
−Removed: The presence or absence of any such fees or arrangements will not be used as a criterion in
−Removed: our selection process of an acquisition candidate.
−Removed: We are not prohibited from pursuing an initial business combination with a business
−Removed: combination target that is affiliated with our sponsor, officers or directors or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors.
−Removed: In the event we seek to complete our initial
−Removed: business combination with a business combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of
−Removed: FINRA or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view.
−Removed: We are not required to obtain such an opinion in any other context.
−Removed: If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity
−Removed: to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination
−Removed: opportunity to us.
−Removed: Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.
−Removed: Selection of a Target Business and Structuring of our Initial Business Combination
−Removed: The selection process for our proposed initial business combination with BlackSky is described above.
−Removed: Our initial business combination must
−Removed: occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting fees and taxes payable on the income earned on the trust account)
−Removed: at the time of the agreement to enter into the initial business combination.
−Removed: The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community,
−Removed: such as discounted cash flow valuation or value of comparable businesses.
−Removed: If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment
−Removed: banking firm that is a member of FINRA, or from an independent accounting firm, with respect to the satisfaction of such criteria.
−Removed: We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business
−Removed: Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business
−Removed: combination with another blank check company or a similar company with nominal operations.
−Removed: In any case, we will only complete an initial
−Removed: business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under
−Removed: the Investment Company Act.
−Removed: If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will
−Removed: be valued for purposes of the 80% of net assets test.
−Removed: There is no basis for our investors to evaluate the possible merits or risks of any target business with which we may ultimately complete our business combination.
−Removed: To the extent we effect our initial business combination with a company or business that may
−Removed: be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business.
−Removed: Although our management will endeavor to evaluate the risks inherent in a particular target business,
−Removed: we cannot assure you that we will properly ascertain or assess all significant risk factors.
−Removed: In evaluating a prospective target business,
−Removed: we expect to conduct a thorough due diligence review, which will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review
−Removed: of financial and other information that will be made available to us.
−Removed: The time required to select and evaluate a target business and to
−Removed: structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty.
−Removed: Any costs incurred with respect to the identification and evaluation of a prospective
−Removed: target business with which our business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
−Removed: Lack of Business Diversification
−Removed: indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
−Removed: Unlike other entities that have the resources to complete business
−Removed: combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
−Removed: In addition, we intend to focus our search
−Removed: for an initial business combination in a single industry.
−Removed: By completing our business combination with only a single entity, our lack of diversification may:
−Removed: subject us to negative economic, competitive and regulatory developments, any or all of which may have a
−Removed: substantial adverse impact on the particular industry in which we operate after our initial business combination, and
−Removed: cause us to depend on the marketing and sale of a single product or limited number of products or services.
−Removed: Limited Ability to Evaluate the Targets Management Team
−Removed: Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our
−Removed: initial business combination with that business, our assessment of the target business management may not prove to be correct.
−Removed: In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public
−Removed: Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty.
−Removed: While it is possible that one or more of our directors will remain associated in some capacity
−Removed: with us following our business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our business combination.
−Removed: Moreover, we cannot assure you that members of our management team will have
−Removed: significant experience or knowledge relating to the operations of the particular target business.
−Removed: We cannot assure you that any of our
−Removed: key personnel will remain in senior management or advisory positions with the combined company.
−Removed: The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business
−Removed: Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the
−Removed: target business.
−Removed: We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
−Removed: Stockholders May Not Have the Ability to Approve our Initial Business Combination
−Removed: We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC.
−Removed: However, we will seek stockholder approval
−Removed: if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.
−Removed: Presented in the table below is a graphic explanation of the types of initial business combinations we may
−Removed: consider and whether stockholder approval is currently required under Delaware law for each such transaction.
−Removed: Type of Transaction
−Removed: Purchase of assets
−Removed: Purchase of stock of target not involving a merger with the company
−Removed: Merger of target into a subsidiary of the company
−Removed: Merger of the company with a target
−Removed: Under the NYSEs listing rules, stockholder approval would be required for our initial business
−Removed: combination if, for example:
−Removed: we issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of
−Removed: our Class A common stock then outstanding;
−Removed: any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater
−Removed: interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable,
−Removed: exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors or officers or (b) 5% of the number of shares of common stock or 5% of the voting power
−Removed: outstanding before the issuance in the case of any substantial security holders;
−Removed: the issuance or potential issuance of common stock will result in our undergoing a change of control.
−Removed: The stockholder votes required for our proposed initial business combination with BlackSky are described above under
−Removed: The BlackSky Merger.
−Removed: Permitted Purchases of our Securities
−Removed: In the event we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
−Removed: business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following the
−Removed: completion of our initial business combination.
−Removed: However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
−Removed: None of the funds in the trust
−Removed: account will be used to purchase public shares in such transactions.
−Removed: If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public
−Removed: information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
−Removed: Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no
−Removed: longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
−Removed: Subsequent to the consummation of the initial public offering, we adopted an insider trading policy which requires insiders to:
−Removed: (i) refrain from
−Removed: purchasing securities during certain blackout periods and when they are in possession of any material non-public information;
−Removed: and (ii) to clear all trades with our legal counsel prior to execution.
−Removed: cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such
−Removed: Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.
−Removed: In the event that our sponsor, directors, officers, advisors or any of their affiliates
−Removed: purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling stockholders would
−Removed: be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination.
−Removed: We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender
−Removed: offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;
−Removed: however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the
−Removed: purchasers will comply with such rules.
−Removed: The purpose of such purchases would be to vote such shares in favor of the business combination
−Removed: and thereby increase the likelihood of obtaining stockholder approval of our initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the
−Removed: closing of our initial business combination, where it appears that such requirement would otherwise not be met.
−Removed: This may result in the completion of our initial business combination that may not otherwise have been possible.
−Removed: In addition, if such purchases are made, the public float of our common stock may be reduced and the number of beneficial holders
−Removed: of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
−Removed: Our sponsor, directors, officers, advisors and/or any of their affiliates anticipate that they may identify the stockholders with whom our
−Removed: sponsor, directors, officers, advisors or any of their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of
−Removed: proxy materials in connection with our initial business combination.
−Removed: To the extent that our sponsor, directors, officers, advisors or any of their affiliates enter into a private purchase, they would identify and contact only potential selling
−Removed: stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our
−Removed: initial business combination but only if such shares have not already been voted at the stockholder meeting related to our initial business combination.
−Removed: Our sponsor, officers, directors, advisors or any of their affiliates will select which
−Removed: stockholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other
−Removed: federal securities laws.
−Removed: Any purchases by our sponsor or its affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for
−Removed: manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.
−Removed: Rule 10b-18 has certain technical requirements that must be complied with in order for the
−Removed: safe harbor to be available to the purchaser.
−Removed: Our sponsor, officers, directors and/or any of their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule
−Removed: 10b-5 of the Exchange Act.
−Removed: Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
−Removed: Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination
−Removed: We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of
−Removed: our initial business combination (including BlackSky) at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination,
−Removed: including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein.
−Removed: The amount in the trust account is initially anticipated to be $10.00 per public
−Removed: The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting fees we will pay to the underwriters.
−Removed: Our sponsor, officers and directors have entered into a letter
−Removed: agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.
−Removed: Manner of Conducting Redemptions
−Removed: We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the
−Removed: completion of our initial business combination (including BlackSky) either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer.
−Removed: The decision as to whether we will seek
−Removed: stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction
−Removed: would require us to seek stockholder approval under the law or stock exchange listing requirement.
−Removed: Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive
−Removed: and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.
−Removed: If we structure a business combination transaction with a
−Removed: target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed business combination.
−Removed: We intend to conduct redemptions without a stockholder vote pursuant to
−Removed: the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons.
−Removed: If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant
−Removed: to our amended and restated certificate of incorporation:
−Removed: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the
−Removed: Exchange Act, which regulate issuer tender offers, and
−Removed: file tender offer documents with the SEC prior to completing our initial business combination which contain
−Removed: substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
−Removed: Upon the public announcement of our business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under
−Removed: the Exchange Act.
−Removed: In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at
−Removed: least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
−Removed: addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement that we may not redeem public
−Removed: shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SECs penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the
−Removed: agreement relating to our initial business combination.
−Removed: If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
−Removed: If, however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain
−Removed: stockholder approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:
−Removed: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act,
−Removed: which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
−Removed: file proxy materials with the SEC.
−Removed: In the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection
−Removed: therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.
−Removed: If we seek stockholder approval, we will complete our initial business combination only if a
−Removed: majority of the outstanding shares of common stock voted are voted in favor of the business combination.
−Removed: A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company
−Removed: representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.
−Removed: Our sponsor will count towards this quorum and has agreed to vote its founder shares and any public shares it may
−Removed: acquire in favor of our initial business combination.
−Removed: Our directors and officers also have agreed to vote in favor of our initial business combination with respect to any public shares acquired by them (if any).
−Removed: These quorum and voting thresholds,
−Removed: and the voting agreements of our sponsor, may make it more likely that we will consummate our initial business combination.
−Removed: Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed
−Removed: Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection
−Removed: with the completion of our initial business combination.
−Removed: Our amended and restated certificate of incorporation provides that in no event
−Removed: will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SECs penny stock rules) or any greater net tangible asset or cash requirement
−Removed: which may be contained in the agreement relating to our initial business combination.
−Removed: For example, the proposed business combination may require:
−Removed: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to
−Removed: the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.
−Removed: In the event the aggregate cash consideration we
−Removed: would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount
−Removed: of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.
−Removed: Limitation on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval
−Removed: Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in
−Removed: connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with
−Removed: whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares.
−Removed: We believe this restriction will discourage
−Removed: stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our sponsor or its affiliates
−Removed: to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.
−Removed: Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares issued in the initial public offering
−Removed: could threaten to exercise its redemption rights if such holders shares are not purchased by our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms.
−Removed: By limiting our stockholders ability
−Removed: to redeem no more than 15% of the shares issued in the initial public offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination,
−Removed: particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
−Removed: However, we would not be restricting our stockholders ability to vote all
−Removed: of their shares (including Excess Shares) for or against our initial business combination.
−Removed: Tendering Stock Certificates in Connection with a Tender
−Removed: Offer or Redemption Rights
−Removed: We may require our public stockholders seeking to exercise their redemption rights, whether they are record
−Removed: holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders or up to two business days prior
−Removed: to the vote on the proposal to approve the business combination in the event we distribute proxy materials or to deliver their shares to the transfer agent electronically using The Depository Trust Companys DWAC (Deposit and Withdrawal at
−Removed: Custodian) System, at the holders option.
−Removed: The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether
−Removed: we are requiring public stockholders to satisfy such delivery requirements.
−Removed: Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of
−Removed: the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
−Removed: Given the relatively short
−Removed: exercise period, it is advisable for stockholders to use electronic delivery of their public shares.
−Removed: There is a nominal cost associated
−Removed: with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.
−Removed: The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to
−Removed: pass this cost on to the redeeming holder.
−Removed: However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares.
−Removed: The need to deliver shares is a requirement of exercising
−Removed: redemption rights regardless of the timing of when such delivery must be effectuated.
−Removed: The foregoing is different from the procedures used
−Removed: by many blank check companies.
−Removed: In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders vote on an initial business combination, and
−Removed: a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights.
−Removed: After the business combination was approved, the company would contact
−Removed: such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.
−Removed: As a result, the stockholder then had an option window after the completion of the business combination during which he or she could
−Removed: monitor the price of the companys stock in the market.
−Removed: If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.
−Removed: result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become option rights surviving past the completion of the business combination until the redeeming holder
−Removed: delivered its certificate.
−Removed: The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holders election to redeem is irrevocable once the business combination is approved.
−Removed: Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date
−Removed: of the stockholder meeting set forth in our proxy materials, as applicable.
−Removed: Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable
−Removed: date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
−Removed: It is anticipated that the funds to be distributed to holders of our public shares electing to
−Removed: redeem their shares will be distributed promptly after the completion of our initial business combination.
−Removed: If our initial business
−Removed: combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.
−Removed: In such case,
−Removed: we will promptly return any certificates delivered by public holders who elected to redeem their shares.
−Removed: If our initial proposed business
−Removed: combination is not completed, we may continue to try to complete a business combination with a different target until 24 months from the closing of our initial public offering.
−Removed: Redemption of Public Shares and Liquidation if no Initial Business Combination
−Removed: Our sponsor, officers and directors have agreed that we will have until November 5, 2021 to complete our initial business combination.
−Removed: we are unable to complete our business combination within such 24-month period, we will:
−Removed: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
−Removed: more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the
−Removed: funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
−Removed: completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
−Removed: redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
−Removed: applicable law.
−Removed: There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 24-month time period.
−Removed: Our sponsor, officers and directors have entered into a letter agreement with us,
−Removed: pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of the
−Removed: initial public offering.
−Removed: However, if our sponsor, officers and directors acquired public shares in or after the initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if
−Removed: we fail to complete our initial business combination within the allotted 24-month time period.
−Removed: Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our
−Removed: amended and restated certificate of incorporation (a) that would modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of
−Removed: the initial public offering or (b) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with
−Removed: the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
−Removed: including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes divided by the number of then outstanding public shares.
−Removed: However, we may not redeem our public shares in an
−Removed: amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SECs penny stock rules).
−Removed: We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
−Removed: funded from amounts remaining out of the approximately $399,516 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.
−Removed: However, if those funds are not sufficient to cover the
−Removed: costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay franchise and income taxes on interest income earned on the trust account balance, we
−Removed: may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
−Removed: If we were to expend all of the net proceeds of the initial public offering and the sale of the private placement warrants, other than the
−Removed: proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be
−Removed: approximately $10.00.
−Removed: The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.
−Removed: We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00.
−Removed: Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in
−Removed: full or make provision for payments to be made in full, as applicable, if there are sufficient assets.
−Removed: These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders.
−Removed: While we intend to pay such
−Removed: amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors claims.
−Removed: will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in
−Removed: or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the
−Removed: trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to
−Removed: a claim against our assets, including the funds held in the trust account.
−Removed: If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives
−Removed: available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third partys engagement would be significantly more beneficial to us than any alternative.
−Removed: possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other
−Removed: consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.
−Removed: In addition, there is no guarantee that such entities will agree to waive any claims they
−Removed: may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.
−Removed: Jonathan Cohen has agreed that he will be liable to us if and
−Removed: to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a definitive agreement for a business combination, reduce the amount of funds in the trust
−Removed: account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of
−Removed: the interest which may be withdrawn to pay our franchise and income taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of
−Removed: the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act.
−Removed: Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Mr.
−Removed: Cohen will not
−Removed: be responsible to the extent of any liability for such third party claims.
−Removed: We have not independently verified whether Mr.
−Removed: Cohen has sufficient funds to satisfy his indemnity obligation.
−Removed: We have not asked Mr.
−Removed: Cohen to reserve for such
−Removed: As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.
−Removed: In such event, we may not
−Removed: be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.
−Removed: None of our other directors or officers will indemnify us for claims by third parties
−Removed: including, without limitation, claims by vendors and prospective target businesses.
−Removed: In the event that the proceeds in the trust account
−Removed: are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the
−Removed: amount of interest which may be withdrawn to pay our franchise and income taxes, and Mr.
−Removed: Cohen asserts that he is unable to satisfy his indemnification obligation or that he has no indemnification obligation related to a particular claim, our
−Removed: independent directors would determine whether to take legal action against Mr.
−Removed: Cohen to enforce his indemnification obligation.
−Removed: While we currently expect that our independent directors would take legal action on our behalf against
−Removed: Cohen to enforce his indemnification obligation to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent
−Removed: directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely.
−Removed: We have not asked Mr.
−Removed: Cohen to reserve for such indemnification obligation and we cannot assure you
−Removed: that he would be able to satisfy that obligation.
−Removed: Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public
−Removed: We seek to reduce the possibility that Mr.
−Removed: Cohen will have to indemnify the trust account due to claims of creditors by
−Removed: endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in
−Removed: or to monies held in the trust account.
−Removed: Cohen will also not be liable as to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act.
−Removed: have access to $399,516 from the proceeds of the initial public offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately
−Removed: In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors.
−Removed: Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by
−Removed: them in a dissolution.
−Removed: The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our business combination within 24 months from the closing of the
−Removed: initial public offering may be considered a liquidating distribution under Delaware law.
−Removed: If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all
−Removed: claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the
−Removed: corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating
−Removed: distribution is limited to the lesser of such stockholders pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
−Removed: Furthermore, if the pro rata portion of our trust account distributed to our public
−Removed: stockholders upon the redemption of our public shares in the event we do not complete our business combination by November 5, 2021, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be
−Removed: unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
−Removed: we are unable to complete our business combination by November 5, 2021, we will:
−Removed: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
−Removed: redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not
−Removed: previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
−Removed: stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
−Removed: our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
−Removed: Accordingly, it is our
−Removed: intention to redeem our public shares as soon as reasonably possible following November 5, 2021 and, therefore, we do not intend to comply with those procedures.
−Removed: As such, our stockholders could potentially be liable for any claims to the extent
−Removed: of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.
−Removed: Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to
−Removed: us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years.
−Removed: However, because we are a blank check company, rather than an operating
−Removed: company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
−Removed: described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business
−Removed: execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account.
−Removed: As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood
−Removed: that any claim that would result in any liability extending to the trust account is remote.
−Removed: Cohen may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per
−Removed: public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to
−Removed: pay our franchise and income taxes and will not be liable as to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act.
−Removed: In the event that an
−Removed: executed waiver is deemed to be unenforceable against a third party, Mr.
−Removed: Cohen will not be responsible to the extent of any liability for such third-party claims.
−Removed: If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the
−Removed: trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.
−Removed: To the extent any bankruptcy claims deplete the
−Removed: trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders.
−Removed: Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any
−Removed: distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a preferential transfer or a fraudulent conveyance. As a result, a bankruptcy court could seek to
−Removed: recover all amounts received by our stockholders.
−Removed: Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive
−Removed: damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.
−Removed: We cannot assure you that claims will not be brought against us for these reasons.
−Removed: Our public stockholders are entitled to receive funds from the trust account only in the
−Removed: event of the redemption of our public shares if we do not complete our business combination by November 5, 2021 or if they redeem their respective shares for cash upon the completion of the initial business combination.
−Removed: circumstances will a stockholder have any right or interest of any kind to or in the trust account.
−Removed: In the event we seek stockholder approval in connection with our initial business combination, a stockholders voting in connection with the
−Removed: business combination alone will not result in a stockholders redeeming its shares to us for an applicable pro rata share of the trust account.
−Removed: Such stockholder must have also exercised its redemption rights described above.
−Removed: In identifying, evaluating
−Removed: and selecting a target business for our business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout
−Removed: funds, and operating businesses seeking strategic acquisitions.
−Removed: Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.
−Removed: Moreover, many of these
−Removed: competitors possess greater financial, technical, human and other resources than we do.
−Removed: Our ability to acquire larger target businesses will be limited by our available financial resources.
−Removed: This inherent limitation gives others an advantage in
−Removed: pursuing the acquisition of a target business.
−Removed: Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and
−Removed: our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
−Removed: Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial
−Removed: business combination.
−Removed: Our executive offices are located at 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103.
−Removed: The cost for our use of this space is included in
−Removed: the $10,000 per month fee we will pay to our sponsor or its affiliate for office space, utilities, secretarial support and administrative services.
−Removed: We consider our current office space adequate for our current operations.
+Added: Background and Merger
+Added: On September 9, 2021, our predecessor company f/k/a Osprey Technology Acquisition Corp.
+Added: (“Osprey”), consummated its merger with Osprey Technology Merger Sub, Inc., a wholly owned subsidiary of Osprey, and BlackSky Holdings, Inc.
+Added: (“Legacy BlackSky”) (the “Merger”).
+Added: Immediately following the Merger, Osprey changed its name to “BlackSky Technology Inc.” Legacy BlackSky survived the Merger and is now a wholly owned subsidiary of BlackSky Technology Inc.
+Added: Unless the context otherwise requires, references in this Annual Report on Form 10-K to “BlackSky”, “the Company”, “we”, “us” and “our” refer to the business and operations of Legacy BlackSky and its consolidated subsidiaries prior to the Merger and to BlackSky Technology Inc.
+Added: and its consolidated subsidiaries, following the closing of the Merger.
+Added: Our Class A Common Stock (“Class A common stock”) and warrants are listed on the New York Stock Exchange (the “NYSE”) under the symbols “BKSY” and “BKSY.W”, respectively.
+Added: Founded in 2014, BlackSky is a leading provider of real-time geospatial intelligence.
+Added: We provide on-demand and high frequency monitoring and artificial intelligence (“AI”)-enabled analytics of the most critical and strategic locations, economic assets, and events on planet Earth.
+Added: The actionable intelligence we gather and deliver is relied upon by many of the most important and demanding government and commercial organizations in the world, including United States defense and intelligence agencies and international ministries of defense.
+Added: Our Software-as-a-Service (“SaaS”) platform, Spectra AI delivers to our customers automated alerts, data, and insights, providing them with a first-to-know advantage that they use to support day-to-day decision making.
+Added: BlackSky’s offerings are designed to support a broad range of government and commercial applications including national and homeland security, supply chain intelligence, crisis management, critical infrastructure monitoring, economic intelligence, and others.
+Added: We own and operate one of the industry’s leading high-performance low earth orbit (“LEO”) small satellite (“smallsat” or “smallsats”) constellations.
+Added: Our constellation is optimized to cost-efficiently capture imagery at high frequencies where and when our customers need it.
+Added: The orbital configuration of our constellation is designed to collect data on the most critical and strategic locations on Earth where we believe approximately 90% of the global GDP occurs.
+Added: With twelve satellites on orbit currently, our constellation is able to image certain locations every hour, from dawn to dusk, providing our customers with insights and situational awareness throughout the day.
+Added: Our satellites are designed with agile pointing capabilities that enable our customers to task our constellation on demand to collect specific locations of interest.
+Added: Our tasking methodology employs proprietary AI-enabled software to efficiently collect the most important areas of interest to our customers.
+Added: We believe that our focus on critical, strategic, and economic infrastructure and the AI-enabled tasking of our constellation differentiates us from our competitors, who are dedicated primarily to mapping the entirety of the Earth every day and who, therefore, require up to hundreds of satellites or incrementally more expensive satellites to support their mission.
+Added: Our focused approach enables us to deliver highly targeted and valuable intelligence with a smaller constellation that has the added benefit of greater operating and capital efficiencies.
+Added: BlackSky’s Spectra AI software platform processes millions of observations a day from our proprietary satellite constellation and from multiple external data sources including imaging, radar and radio frequency satellites, environmental sensors, asset tracking sensors, Internet of Things (“IoT”) connected devices, internet-enabled narrative sources, and a variety of geotemporal data feeds.
+Added: Spectra AI employs advanced, proprietary AI and machine learning (“ML”) techniques to process, analyze, and transform these data feeds into alerts, information, and insights.
+Added: Customers can access Spectra AI’s data and analytics through easy-to-use web services or through platform application programming interfaces (“APIs”).
+Added: Our operating strategy is to continue to enhance the capabilities of our satellite constellation, to increase the number of third-party data sources processed by Spectra AI, and to expand our analytics offerings in order to increase the value we deliver to our customers.
+Added: Our two operating assets—our satellite constellation and our Spectra AI software platform—are mutually reinforcing:
+Added: as we capture ever more information about the world’s most
+Added: important economic and strategic locations, our proprietary database expands and increases its utility;
+Added: enabling us to better detect, understand, and predict changes that matter most to our customers.
+Added: Our business has a natural and powerful “flywheel” effect:
+Added: the more data we collect and analyze, the more valuable the insights we can deliver to our customers.
+Added: Our First-to-Know Strategy
+Added: Our vision is to build the world’s leading geospatial data and analytics platform.
+Added: We plan to capitalize on a secular market shift away from static/low frequency satellite imaging and geospatial solutions toward on-demand access of real-time geospatial intelligence.
+Added: Our strategy is to capitalize on the rapid growth and deployment of millions of low cost GPS enabled terrestrial, IoT, and space based sensors to monitor global events and activities in real-time.
+Added: As we are now entering a new commercial space age, the number of commercial sensors on orbit has expanded from a handful of large expensive commercial satellites just a few years ago to now hundreds and in the near future thousands of sensors that will ultimately change the way we see and understand our world.
+Added: BlackSky has built a software platform to capitalize on this major market shift to integrate the data from these sensors and through an AI-enabled software platform to transform these raw data feeds into real-time actionable intelligence to provide customers with a first-to-know advantage.
+Added: Our mission is to enable our existing and future customers to improve critical outcomes by incorporating BlackSky’s proprietary real-time geospatial intelligence and analytics into their decision-making processes through a modern SaaS customer experience at a lower total cost.
+Added: We can deliver our proprietary geospatial imagery on-demand at a lower cost than legacy providers due to our cost-efficiencies, capital efficient constellation design, and adaptable pricing models, among other things.
+Added: Our Vertically Integrated Space and Software Platform
+Added: We own and operate a constellation of high-resolution, high-revisit, LEO smallsats and our constellation is optimized to provide high-frequency monitoring of important strategic and economically relevant locations around the world.
+Added: We can collect images throughout the day at high-revisit rates, enabling us to see events as they are happening.
+Added: Through our Spectra AI platform, we provide on demand tasking and site monitoring services with integrated analytics to provide customers with improved situational awareness, change detection and analysis, and time-based pattern of life analysis to provide critical real-time information to decision makers.
+Added: Our current constellation consists of twelve LEO smallsats in commercial operations.
+Added: We expect to add up to four additional satellites to our commercial operations by the end of 2022.
+Added: We currently collect hundreds of images each day, which under optimal conditions, results in a peak revisit rate of 15 hourly revisits per day over critical strategic and economic locations.
+Added: Our average daily revisit rate, from dawn to dusk, is 8 to 10 times a day or approximately every 60 to 90 minutes.
+Added: As our satellite constellation grows, the amount of data we collect will scale, and we expect our revisit rate will improve.
+Added: Our satellite constellation is supported by our proprietary autonomous mission operations software and our global ground station network.
+Added: Our mission operations software processes tasking requests from our customers and optimizes collection across our constellation.
+Added: Our customers can task our satellites and request related analytics through our web-based user interface from their desktops or mobile devices or programmatically through our API, which is typically embedded with customers or certain reseller channels such as Palantir Technologies.
+Added: In addition, our Spectra AI platform provides autonomous tasking, mission planning, command and control services, health and safety monitoring of our constellation, and automated generation and distribution of image and imagery derived products.
+Added: Our Spectra AI platform is built for scalability on the Amazon Web Services platform.
+Added: Our Spectra AI platform offers a full software stack that includes a data and sensor integration layer, an extract, transform, load (“ETL”) layer, an analytics layer that hosts our AI and ML algorithms, an application layer for our customers, an API framework for developers and our global intelligence database that captures sensor data.
+Added: Our Key Services and Products
+Added: We generate revenue by selling imagery and software analytics services through our Spectra AI platform and by providing engineering and systems integration services to strategic customers on project by project basis.
+Added: • Imagery and Software Analytical Services
+Added: • Imagery Services :
+Added: We offer our customers high-revisit, on-demand high resolution electro optic satellite imaging services.
+Added: Through our Spectra AI platform, customers can directly task our proprietary small satellite constellation to collect and deliver imagery over specific locations, sites, and regions that are critical to their operations.
+Added: We offer customers several service level options that include basic plans for on-demand tasking or multi-year assured access programs, where customers can secure priority access and imaging capacity over a region of interest on a take or pay basis.
+Added: • Data, Software, and Analytics :
+Added: Our analytics services are also offered on a subscription basis and provide customers with access to our site monitoring, event monitoring and global data services.
+Added: We leverage our proprietary AI and ML algorithms to analyze data coming from both our proprietary sensor network and third-party sources in real-time to provide data, insights, and analytics for our customers.
+Added: We provide services related to object, change and anomaly detection, site monitoring, and enhanced analytics through which we can detect key pattern of life changes in critical locations.
+Added: These critical locations can include strategic locations and infrastructure such as ports, airports, and construction sites;
+Added: retail activity;
+Added: commodities stockpiles;
+Added: and other sites that contain critical commodities and supply chain inventory.
+Added: As part of our imagery and software analytic services, we provide professional service solutions to support customer-specific feature requests and to support the integration, testing, and training of our imagery and software analytical services into a customer’s organizational processes and workflows.
+Added: We also provide software systems engineering development services to support the integration of high volume and mass quantities of data into their operating platforms.
+Added: We offer a variety of pricing and utilization options for our imagery and software analytical service offerings, including usage-based pricing, subscriptions and transactional licenses.
+Added: These options provide customers flexible options to utilize our imagery and software analytical services in a manner that best suits their business needs.
+Added: We offer a range pricing tiers that enables the customer to manage collection priorities, where during critical events they can pay a premium to prioritize their monitoring and collection requirements.
+Added: At other times, customers can select lower priority collections to allow for more economical utilization.
+Added: We currently derive revenue from variable and fixed pricing plans that allow our customers to choose what matters most to them—platform licensing-levels, priority for imagery tasking, and whether to apply analytics or monitoring capabilities overtop the imaging service.
+Added: • Engineering and Systems Integration—We develop and deliver advanced launch vehicle, satellite, and payload systems for specific strategic customers that desire to leverage our capabilities in mission systems engineering and operations, ground station operations, software, analytics and systems development.
+Added: These systems are typically sold to government customers under fixed price contracts and are often bundled with our imagery services offerings.
+Added: Our Customers
+Added: To compete effectively in today’s data-driven market environment, organizations of all sizes and industries face a growing need for timely and affordable geospatial intelligence and analytics.
+Added: To meet these customer demands, next generation geospatial intelligence platforms must have the ability to deliver situational awareness, location intelligence, and insights into events and activities as they are happening.
+Added: Geospatial intelligence plays an increasingly critical role in decision making for government and commercial organizations.
+Added: Our current customer base and end market mix are weighted towards U.S.
+Added: and international defense and intelligence customers and markets.
+Added: We believe there are significant opportunities to expand our imagery and software analytical services, as well as our engineering and systems integration offerings, to customers both domestically and internationally.
+Added: In addition, our products and services can benefit customers in a variety of commercial markets including, but not limited to, energy and utilities, insurance, commodities, mining, manufacturing, logistics, agriculture, environmental
+Added: monitoring, disaster and risk management, engineering and construction, and consumer behavior.
+Added: Management classifies our customer base predominantly into two categories:
+Added: • Government :
+Added: We sell to multiple U.S.
+Added: and foreign government agencies that span defense, intelligence, and federal and civilian agencies.
+Added: Our intelligence customers include the National Geospatial-Intelligence Agency (“NGA”) and the National Reconnaissance Office (“NRO”).
+Added: We also have contracts across a range of other governmental customers including the Department of Defense customers that include the Air Force, Army, and the Intelligence Advanced Research Projects Agency (“IARPA”).
+Added: In addition, we sell directly or through resellers to international government customers in Europe, the Middle East, Asia Pacific, South America, and Canada.
+Added: • Commercial :
+Added: Commercial customers represent a small but important portion of our business to date.
+Added: We intend to expand and scale our sales to commercial customers by targeting a wide range of end markets in which we anticipate rapidly growing demand for geospatial intellige nce, including energy and utilities, insurance, mining, manufacturing, agriculture, environmental, engineering and construction, commodities, and supply chain management.
+Added: Our Satellite Constellation
+Added: We design, develop, manufacture, and operate a constellation of proprietary smallsats.
+Added: These satellites are purpose-built to serve our mission and form the foundation of our Spectra AI platform.
+Added: Weighing about 55 kilograms each, these compact, high-tech satellites are comparable in size to a miniature refrigerator.
+Added: Each satellite is equipped with a modern, commercially derived optical telescope that collects imagery with an average resolution of one meter.
+Added: This allows us the capability of distinguishing landscape features such as roads and buildings, and gauging commercial activities such as shipping from ports, monitoring tanker trucks.
+Added: and changes in production by estimating the number of cars in a factory parking lot.
+Added: Commercial satellite imagery has multiple applications and is of significant interest to the military for high-revisit monitoring of airfields and troop buildup and detecting changes in pattern-of-life from multi-frame imagery.
+Added: Launched into a LEO approximately 450 kilometers above the surface of the Earth, our constellation of twelve imaging satellites (including seven launched in 2021) are optimally distributed to provide maximum coverage for our customers in the government and commercial sectors.
+Added: With eleven globally distributed ground stations, our constellation is designed for rapid tasking, collection, and delivery of high-revisit, high-resolution imagery and data analytics.
+Added: This year we expect to add up to four additional satellites to our commercial operations, thus further improving our revisit coverage and replacing two of our satellites that have reached the end of their design life.
+Added: Our constellation is supported by a secure, fully cloud-enabled satellite operations system, a user-friendly, web-based tasking system, and a scalable, cloud-based Spectra AI platform.
+Added: Working together seamlessly, these systems allow us to utilize continuously evolving AI and ML technologies to fuse open-source intelligence feeds with satellite imagery to provide information and intelligence on critical objects of interest.
+Added: Our next generation satellites, Gen-3, are designed with significantly enhanced capabilities, improving our imaging resolution to 50 centimeters, and include short wave infrared imaging technology for a broad set of imaging conditions such as nighttime and low-light.
+Added: Gen-3 satellites are expected to launch in late 2023.
+Added: We believe these advancements will expand the relevance and certainty of our analytics to continue to ensure our importance to our customers.
+Added: We also believe the combination of our high-revisit, small satellite constellation, our Spectra AI platform, and low constellation cost are disrupting the market for geospatial imagery and space-based data and analytics.
+Added: Our cost efficient smallsats are designed from the ground-up to optimize performance per unit cost.
+Added: We can deliver our proprietary geospatial imagery on demand at lower costs than legacy providers due to our cost-efficiencies, capital efficient constellation design, and adaptable pricing models, among other things..
+Added: We are vertically integrated and manufacture our satellites through LeoStella, a 50%-owned satellite manufacturing joint venture with Thales Alenia Space.
+Added: LeoStella is capable of manufacturing 40 satellites per year.
+Added: Our vertical integration enables BlackSky to control our satellites through the entire design, manufacturing, and operation process.
+Added: The LeoStella partnership allows us to learn from and leverage their manufacturing expertise and commercial best practices.
+Added: Our Software Stack
+Added: We provide our customers with access to our imaging, monitoring, analytics, and API services through a proprietary Spectra AI software stack designed to utilize the data we generate and to deliver actionable insights and analytics to our customers.
+Added: Our Spectra AI platform can process a myriad of space and terrestrial data sources including our smallsat constellation imagery, third-party IoT sensor data, and other inputs such as news feeds.
+Added: Our Spectra AI software stack can compile, analyze, and deliver data for various customer applications.
+Added: We leverage AI and ML to enable our Spectra AI platform to deliver actionable insights and meaningful intelligence data.
+Added: As we collect data, we establish a baseline view of important conditions around the world.
+Added: As our data repository increases, the incremental data we receive becomes more valuable to us because we can compare new data to an increasingly robust baseline awareness that will enable us to detect and understand changes or anomalies.
+Added: Our AI algorithms leverage all this data, much of it proprietary, to accelerate its learning using neural networks.
+Added: We believe that we will benefit from a “flywheel learning effect” as we continuously expand and enrich our proprietary data repository.
+Added: Our Spectra AI platform is operational and user friendly after many years of development and investment.
+Added: We have designed our software stack with a strong focus on API compatibility to enable developers to easily integrate our software with our customers’ information technology platforms.
+Added: We want our customers to be able to access our Spectra AI platform easily and with minimal incremental technology investment.
+Added: Software development is an important focus for our future as our Spectra AI platform is the key to turning our geospatial images and data into actionable insights that improve and enhance our customers’ business processes and decisions.
+Added: Total Addressable Market
+Added: We operate in a large and growing market.
+Added: The space data and analytics market is benefiting from an increase in demand as geospatial intelligence plays an increasingly critical role in decision making for government agencies and commercial organizations.
+Added: According to independent industry analysts and management estimates, the geospatial analytics market is expected to grow annual revenues globally from approximately $13 billion in 2020 to over $40 billion in 2024, a compound annual growth rate of 25.2%.
+Added: Government customers are reliant on geospatial imaging and intelligence solutions to monitor key changes around the globe, including the activities of potentially hostile actors and event monitoring at key strategic locations.
+Added: Commercial customers are also turning to geospatial solutions for a variety of applications and increasingly rely on rapid access to geospatial data related to emerging events for key decision making.
+Added: We believe these customers will not only come from existing users of space based imaging and analytics but also increasingly from other imaging and analytical sectors such as aerial surveillance.
+Added: Due to the significantly lower price point than legacy satellite imaging and analytics we believe there will be new opportunities in many commercial sectors to embed our services into businesses processes thus opening up new markets for revenue generation in the future.
+Added: We expect numerous commercial markets to expand their use of geospatial intelligence, including:
+Added: energy and utilities, insurance, mining and manufacturing, agriculture, environmental, engineering and construction, retail and supply chain.
+Added: The increase in demand for geospatial imaging and intelligence at a time when we believe satellite capacity is stagnant, which has resulted in a capacity-constrained market, particularly from trusted suppliers.
+Added: We believe that legacy satellite imaging solutions may not be sufficient to provide the capacity needed to meet the growing demand as their aging constellations are being replaced with lower capacity satellites.
+Added: We expect there to be continued unmet demand in the market that will need to be addressed by emerging, disruptive solutions.
+Added: We believe that we are a first mover and that we will be well-positioned to capture a significant portion of the growing space data and analytics market.
+Added: Our Competitive Differentiation
+Added: We believe that we are well-positioned to compete with legacy satellite imaging providers and other emergent geospatial intelligence providers due to our strategy to combine a high-revisit satellites constellation with an AI-enabled SaaS platform.
+Added: This approach enables us to address three primary barriers that have limited the legacy industry in achieving a broader market adoption and penetration including:
+Added: easy access to data and information
+Added: through a modern SaaS platform, access to low cost data, and assured access to imaging services where, when, and at the frequency they need it.
+Added: Key elements of our competitive differentiation include the following:
+Added: • Low-cost imagery capture .
+Added: Our smallsat constellation is leveraging the disruptive economics of small satellites to enable us to capture data in a more cost-effective manner than lega cy satellite imagery providers.
+Added: We can deliver our proprietary geospatial imagery on demand at a lower cost than legacy providers due to our cost-efficiencies, capital efficient constellation design, and adaptable, disruptive pricing models, among other things , which enables us to expand our customer base to commercial organizations that have previously been priced out of the geospatial intelligence market.
+Added: • High-revisit rate, dawn-to-dusk imagery collection .
+Added: We have optimized our constellation to deliver high-revisit collection capability of the most critical strategic and economic assets on planet Earth, which we believe accounts for 90% of global GDP.
+Added: Under ideal conditions, we are now capable of revisiting locations on Earth as many as 15 times a day .
+Added: Our high-revisit rate, combined with dawn-to-dusk collection from our constellation and additional temporal and all-weather collection capabilities from our partners, will expand and improve the value of our data and insights.
+Added: • On-demand delivery of low-cost geospatial analytics through subscription contracts to commercial customers .
+Added: Geospatial intelligence and analytics have generally been prohibitively expensive for many commercial customers, with price points geared towards government end users.
+Added: Our Spectra AI platform is designed to provide our services to commercial customers at a comparatively low cost, which we expect will expand our base of potential customers.
+Added: • Proprietary, low-cost smallsat assembly .
+Added: We design our satellites and manufacture them at LeoStella, our satellite manufacturing joint venture.
+Added: Controlling the satellite production process from design through manufacturing enables us to upgrade our satellites during production with our proprietary techno logy and continuously improve our satellites’ capabilities, as well as build out and maintain our optimal constellation size at a relatively low cost.
+Added: • Integration of proprietary and third-party sensor data .
+Added: We are capable of integrating proprietary data from our satellite constellation with data taken from third party sensor networks.
+Added: Combining these sources enables us to continuously grow our comprehensive database for our customers and positions us as a full-service geospatial data solution.
+Added: The broad array of data collected and processed establishes us as a differentiated space data and analytics platform of choice.
+Added: • Proprietary, cloud-based software stack.
+Added: We designed our technology to scale easily with the growth of our business.
+Added: Our software stack is built on Amazon Web Services and incl udes proprietary customer applications—such as an ETL layer, advanced AI/ML modules, and our API framework—to enhance our platform capability to scale and efficiently deliver meaningful data and relevant insights to our customers.
+Added: • Continuously growing proprietary intelligence data repository.
+Added: As our data repository grows, we expect to benefit from a flywheel effect where our Spectra AI platform baseline view of the world is supported by vast amounts of data, and any incremental data suggesting potential shifts becomes increm entally more valuable.
+Added: • API kit for developers to build geospatial intelligence into next gen applications .
+Added: Our software stack is designed to be flexible and user-friendly so that our customers are able to effectively utilize data and insights.
+Added: We support our customers with a robust, flexible API kit that will enable them to integrate our capabilities into their existing platforms and applications, and that makes usi ng our software increasingly easy to adopt going forward with relatively low upfront financial and time investment.
+Added: • Web browser based access.
+Added: Our Spectra AI platform and most of our offerings are available directly to customers via any PC or laptop based web browser which makes it easy to access our imagery and analytics and even task our satellites from anywhere in the world at anytime as long as the customer has Internet connectivity.
+Added: Our Growth Strategies
+Added: We are focused on empowering end users, developers, channel partners and the organizations they serve to quickly and easily access and integrate real-time geospatial intelligence into their daily operations.
+Added: Our growth strategy is driven by the following objectives:
+Added: • Increase our overall customer base.
+Added: We are beneficiaries of the acceleration of the political and secular shift towards real-time geospatial intelligence coming from commercial satellite and intelligence providers.
+Added: We have the opportunity to expand our current customer base through a combination of d irect and indirect sales strategies.
+Added: We plan to expand our marketing efforts to increase demand for our Spectra AI platform and awareness of the BlackSky brand.
+Added: We also plan to grow our direct sales teams and indirect sales channels.
+Added: In 2021, our direct sales teams focused on aligning to key market and customer opportunities with U.S., international government, and commercial customers.
+Added: • Expand within our current customer base .
+Added: As our constellation grows and delivers additional imaging capacity and improved revisit performance, we expect that cust omers will increase their spending on imagery services.
+Added: As customers buy additional imaging capacity, we expect their need for analytics and access to other sensors to increase as well.
+Added: We are well-positioned to leverage our analytical capabilities and access to external sensor networks using our Spectra AI platform to better serve our customers.
+Added: • Continue to penetrate international markets .
+Added: We have increased our focus on international markets.
+Added: We believe that the global opportunity for real-time geospatial intelli gence is significant and should continue to expand as organizations outside the U.S.
+Added: seek to integrate high-revisit, high-resolution Earth observation and analytics into their operations.
+Added: • Extend our value proposition.
+Added: We intend to continue to improve the capabilities of our Spectra AI platform and to invest in innovation efforts and in category leadership.
+Added: In 2020, we announced the development of our Gen-3 satellite, which will be designed to improve our imaging resolution to 50 cm and include short wave IR imaging technology for a broad set of imaging conditions, including nighttime, low-light, and all-weather.
+Added: We plan to continue to invest in our software and research and development capabilities.
+Added: We intend to focus on hiring top technical talent and maintaining an agile organization that focuse s on core technology innovation.
+Added: In particular, we intend to focus on including adding additional sensors, advancing our software development capabilities, furthering the advancement of our AI/ML capabilities, and extending our robust API framework for our customers, partners, and developers.
+Added: • Grow distribution channels and channel partner ecosystem .
+Added: We plan to invest in distribution channels and in our relationships with technology partners, solution providers, strategic global system integrators, solution partners, and value-added-resellers to help us enter into and expand in new markets while complementing our direct sales efforts.
+Added: In 2022, we plan to expand our global reseller network to over twenty resellers across several regions around the world.
+Added: We have also established a Joint Cooperation and Marketing Agreement with Telespazio, one of the industry’s leading geospatial solutions providers, to co-market, and sell our suite of satellite imaging and data analytics services in Europe.
+Added: • Grow a third-party developer community .
+Added: We plan to invest in expanding our Spectra AI platform and API framework to enable developers and solutions providers to integrate our imaging and analytic software services into their applications and business systems.
+Added: We believe that a robu st developer community and partnership network will accelerate our penetration into a wide range of commercial markets.
+Added: By partnering with other leading vertically oriented software application vendors that want to leverage and enhance their solutions with geospatial intelligence, we will accelerate our expansion into the attractive commercial market.
+Added: Intellectual Property
+Added: We own an intellectual property (“IP”) portfolio that includes a significant amount of proprietary code, as well as trademarks, service marks and domain names.
+Added: We actively pursue internal development of proprietary software and other intellectual property.
+Added: We also own other intellectual property such as unpatented trade secrets, know-how, data, and software.
+Added: While our IP rights in the aggregate are important to our operations, we do not believe that any
+Added: particular trade secret, trademark, license, or other IP right is of such importance that its loss, expiration, or termination would have a material effect on our business.
Employees and Human Capital
−Removed: have five officers.
−Removed: Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial
−Removed: business combination.
−Removed: The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination
−Removed: Periodic Reporting and Financial Information
−Removed: We have registered our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the
−Removed: requirement that we file annual, quarterly and current reports with the SEC.
−Removed: In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public
−Removed: The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
−Removed: We will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or
−Removed: proxy solicitation materials sent to stockholders to assist them in assessing the target business.
−Removed: In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted
−Removed: in the United States of America, or GAAP, or international financing reporting standards, or IFRS, depending on the circumstances.
−Removed: We cannot assure you that any particular target business identified by us as a potential acquisition candidate will
−Removed: have the necessary financial statements.
−Removed: To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.
−Removed: While this may limit the pool of potential acquisition candidates, we do not believe that this
−Removed: limitation will be material.
−Removed: We are required to evaluate our internal control procedures for the fiscal year ended
−Removed: December 31, 2020 as required by the Sarbanes-Oxley Act.
−Removed: Only in the event we are deemed to no longer be an emerging growth company will we be required to have our internal control procedures audited.
−Removed: We have determined that we
−Removed: remain an emerging growth company at the time of filing this report.
−Removed: A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.
−Removed: The development of the internal
−Removed: controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
−Removed: We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.
−Removed: are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply
−Removed: with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
−Removed: If some investors find our securities less attractive as a result, there may be
−Removed: a less active trading market for our securities and the prices of our securities may be more volatile.
−Removed: In addition, Section 107 of
−Removed: the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
−Removed: words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
−Removed: We intend to take advantage of the benefits of this extended transition period.
−Removed: We will remain an emerging growth company until the earlier of:
−Removed: (i) the last day of the fiscal year (a) following the fifth
−Removed: anniversary of the completion of the initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of
−Removed: our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30 th ;
−Removed: and (ii) the date on which we have issued more
−Removed: than $1.00 billion in non-convertible debt during the prior three-year period.
−Removed: References herein to emerging growth company shall have the meaning associated with it in the JOBS Act.
−Removed: Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation
−Removed: Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
−Removed: We will remain a smaller
−Removed: reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual
−Removed: revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th.
+Added: As of December 31, 2021, we had 210 employees — approximately 52% of our employees were in product development, 19% in sales and marketing, and 29% in general and administrative functions.
+Added: Many of our employees bring significant experience from prior positions working for leading defense contractors, satellite manufacturers, other commercial and military aerospace and defense companies, and government agencies.
+Added: Since our inception, BlackSky has sought to recruit qualified, creative, and positive employees with a diverse set of business capabilities.
+Added: Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors, and consultants.
+Added: The principal purposes of our equity and cash incentive plans are to attract, retain, and reward personnel through the granting of stock-based and cash-based compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.
+Added: As we move into the next stage of our growth, we are devoting more resources to our human capital, in particular sales talent and are building the infrastructure necessary to support our workforce and promote communication, respect and diversity among our team.
+Added: We are committed to a set of core corporate values.
+Added: They include:
+Added: PEOPLE FIRST.
+Added: We operate with respect and transparency.
+Added: We provide an environment for people to grow, fulfill their ambitions and achieve their full potential.
+Added: We believe that diversity of thought, background and perspective make us a stronger company, and that an inclusive understanding that individual differences are valuable, make us who we are as a company.
+Added: RESULTS ORIENTED.
+Added: We deliver results and outcomes that exceed expectations.
+Added: Our customer's success is our success.
+Added: We are innovators and thought leaders.
+Added: We are passionate and relentless about solving problems that matter.
+Added: HIGH INTEGRITY.
+Added: We never compromise on ethics or honesty.
+Added: Trust is paramount.
+Added: ACCOUNTABILITY.
+Added: We embrace ownership and accountability.
+Added: We meet our commitments and deliver on our promises.
+Added: POSITIVE IMPACT.
+Added: We are here to contribute to a smarter and safer world.
+Added: We deliver insights about changes that matter most.
+Added: We celebrate our wins and recognize the individual and collective accomplishments of our teams.
+Added: Available Information
+Added: Our investor relations website is https://ir.blacksky.com.
+Added: We use our investor relations website to post important information for investors, including news releases, analyst presentations, and supplemental financial information, and as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
+Added: Accordingly, investors should monitor our investor relations website, in addition to following press releases, SEC filings and public conference calls and webcasts.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.