OSPR SEC filings, in plain English
Everything Osprey Acquisition III has filed with the SEC that we hold — 24 filings, newest first, 22 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Form 8-K Current Report and Exhibit 99.1 press release announcing the mechanical decoupling and separate listing of Osprey Acquisition Corp. III’s Class A ordinary shares and warrants from its initial public offering units. Commencing August 21, 2026, unit holders may elect to separately trade the Class A ordinary shares (trading symbol 'OSPR') and warrants (trading symbol 'OSPRW') underlying each initial offering unit. Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share. Units that remain consolidated will continue trading under 'OSPRU'. The filing contains no amendments to the redemption calendar, trust account administration, extension voting thresholds, or deSPAC transaction timeline; the registrant maintains its pre-announcement 'SEARCHING' status with the July 2, 2028 liquidation deadline unchanged. Why it matters: This is a standard procedural listing event that unlocks independent pricing, hedging, and liquidity for warrants prior to any business combination announcement, but it does not accelerate, dilute, or otherwise alter the cash-based redemption mechanics or the 2028 termination deadline. Beyond the listing change, the attached press release formalizes the sponsor’s executive composition and stated acquisition mandate. According to the company’s filing, David Heikkinen serves as Chief Executive Officer, Daniel C. Herz and Jonathan Z. Cohen as Co-Executive Chairmen of the Board of Directors, Edward E. Cohen as Vice-Chairman, Thomas C. Elliott as Chief Financial Officer, and Jeffrey F. Brotman as Chief Operating Officer and Chief Legal Officer. The press release further specifies that the management team’s primary focus will be to identify companies deploying 'disruptive technologies and next-generation infrastructure that modernize energy systems, enable AI-driven optimization, and support the resilient, sustainable backbone of global connectivity.' Corporate correspondence is directed to info@whitehawkenergy.com, and the filing includes standard forward-looking statements disclaimers attributing strategic assumptions to company management. Investors tracking deployment velocity should treat this as a governance and liquidity structural update rather than a transaction catalyst.
What changed: Quarterly report on Form 10-Q for the period ended June 30, 2026. First periodic report since IPO; SPAC had not completed an acquisition as of June 30, 2026. On July 2, 2026 (after quarter-end), Osprey closed its IPO of 30,015,000 units (including full over-allotment) at $10.00/unit, raising $300,150,000. Simultaneously, the sponsor and Cantor Fitzgerald purchased 747,000 private placement units ($7,470,000). Trust Account holds $300,150,000 ($10.00/share). Pre-IPO, the company had only $22,607 cash and a $495,412 working capital deficit. The sponsor had loaned $175,000 which was repaid at IPO closing. Founder shares subject to forfeiture (1,305,000) were no longer subject to forfeiture after over-allotment exercise. No target identified; the company will have 24 months from July 2, 2026 to complete a business combination. Why it matters: This is the first filing after the company became public, establishing the baseline trust value per share at $10.00 and a 24-month deadline of July 2, 2028. The document confirms standard SPAC structure with no unusual terms. The sponsor's promissory note was repaid, eliminating pre-IPO related-party debt.
What changed: Form 8-K reporting the consummation of the Initial Public Offering (IPO) and simultaneous private placement transaction. According to the filing, on July 2, 2026, Osprey Acquisition Corp. III closed its IPO by selling 30,015,000 Units at $10.00 per Unit, generating $300,150,000 in gross proceeds, which included the full exercise of a 3,915,000 Unit over-allotment option. Simultaneously, the company executed a private placement of 747,000 Private Placement Units at $10.00 per Unit for $7,470,000 in gross proceeds; Osprey Acquisition Sponsor III, LLC purchased 486,000 Units and Cantor Fitzgerald & Co. purchased 261,000 Units. The registration statement discloses that $300,150,000 was deposited into a U.S.-based trust account managed by Continental Stock Transfer & Trust Company. Total transaction costs totaled $18,575,142, broken down into a $5,220,000 cash underwriting fee, a $12,789,000 deferred underwriting fee, and $566,142 in other offering costs. As of July 2, 2026, the company held $1,416,915 in operating cash and prepaid $175,000 of an unsecured promissory note from the Sponsor. The filing also details ongoing administrative obligations, including $30,000 monthly payments to a sponsor affiliate and up to $12,500 monthly to the Chief Financial Officer, alongside the issuance of 10,254,000 founder shares that are no longer subject to forfeiture following the over-allotment exercise. Why it matters: This filing finalizes the company's post-IPO capital structure and activates its operational timeline. The $300,150,000 trust deposit establishes the baseline for shareholder redemptions, with public shareholders entitled to redeem shares at a pro-rata portion of the trust account calculated two business days prior to a business combination or liquidation. The document sets a 24-month 'Completion Window' (ending July 2, 2028) to effect a business combination, subject to the condition that any target possess a fair market value of at least 80% of the net trust balance. It codifies warrant mechanics: 10,254,000 warrants are outstanding (priced at a fair value of $5,202,600 by management using a Monte Carlo model), exercisable at $11.50 per share, with a redemption trigger set at $18.00 per share. Furthermore, the Sponsor assumes indemnification liability to restore trust funds below $10.00 per share if diminished by third-party claims, while outlining that up to $2,500,000 in working capital loans may be converted into post-combination private placement units at $10.00 per unit at the lender's option.
What changed: A routine compliance exhibit: a Joint Filing Agreement (Exhibit A) submitted alongside a Schedule 13G beneficial ownership report. Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong have formally agreed, through Saul Ahn’s signature on July 8, 2026, to submit their July 7, 2026 Schedule 13G statements jointly on behalf of each party under Rule 13d-1(k). This administrative coordination does not modify the issuer’s redemption mechanics, trust account status, extension triggers, or merger execution timeline. No changes to the July 2, 2028 business combination deadline or shareholder redemption rights are disclosed, invoked, or implied by the filing. Why it matters: The instrument attests solely to a shared reporting structure among the listed affiliates and individual holder. It contains zero operational disclosures, customer references, revenue data, market sizing, strategic directives, technology commitments, partnership arrangements, litigation alerts, or sponsor conduct evaluations. The only external factual anchors are the statutory reference to the Securities Exchange Act of 1934, a June 10, 2019 Power of Attorney, and a citation to a June 19, 2019 filing regarding Haymaker Acquisition Corp II. Because it presents no numerical holdings, cash position updates, target pipeline details, or governance shifts, it delivers no actionable intelligence for investors monitoring SPAC progression, trust solvency, or deal velocity.
What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership report. This exhibit contains no changes to Osprey Acquisition III’s redemption calendar, trust account mechanics, extension provisions, business combination timeline, or sponsor governance. MMCAP International Inc. SPC and MM Asset Management Inc. formally acknowledge that they will submit future Schedule 13G amendments jointly without drafting additional agreements, and each assumes independent responsibility for the completeness and accuracy of its own disclosures. The parties explicitly state they bear no liability for the other’s information unless they know or have reason to believe that information is inaccurate. Because this is only the joint-filing appendix, no share quantities, ownership percentages, purchase prices, or redemptions are disclosed, leaving all SPAC operational parameters unchanged. Why it matters: The document matters primarily as a procedural compliance step: MMCAP International Inc. SPC and MM Asset Management Inc. have aligned their regulatory filings through signatures by Ulla Vestergaard (Director) and Hillel Meltz (President), dated July 2, 2026. For investors monitoring Osprey Acquisition III, this confirms coordinated reporting between two investment vehicles but reveals nothing about actual accumulated positions, source of funds, voting intentions, or engagement with the sponsor ahead of the 2028-07-02 deadline. Without the accompanying Schedule 13G body showing stake size or acquisition history, the filing delivers no actionable signal on capital deployment, redemption pressure, or managerial conduct. Until the main 13G surfaces or amends to quantify holdings, the agreement remains a routine administrative record with zero direct impact on trust distribution mechanics or deal progression.
What changed: A Schedule 13D Joint Filing Agreement (exhibit 99.1) classified as a routine regulatory compliance exhibit. The agreement executed on July 3, 2026, consolidates the reporting obligations of Osprey Acquisition Sponsor III, LLC; Hepco Capital Management, LLC; Edward E. Cohen; and Jonathan Z. Cohen. As explicitly stated in the exhibit, each Reporting Person accepts joint liability for the timeliness, completeness, and accuracy of the Schedule 13D and all future amendments concerning their aggregated beneficial ownership of Class A ordinary shares, $0.0001 par value, of Osprey Acquisition Corp. III. This mechanical consolidation alters only the SEC disclosure footprint; it does not modify the SPAC’s redemption schedule, trust account mechanics, July 2, 2028 business combination deadline, or extension provisions. Why it matters: For investors tracking capital deployment and governance leverage, the exhibit confirms that the sponsor and two affiliated investors are acting in concert, meaning their pooled voting power will likely drive shareholder outcomes on any forthcoming target announcement or charter amendment prior to the 2028 expiration. The filing contains no substantiated claims regarding target pipelines, customer relationships, revenue runs, addressable markets, proprietary technology, commercial partnerships, personnel moves, or active litigation. All representations regarding eligibility to file Schedule 13D and responsibility for data accuracy rest exclusively with the four signatory parties, rendering this submission an administrative coordination instrument rather than a strategic or operational update.
What changed: 8-K filed to report the closing of the initial public offering, including the exercise of the over-allotment option in full, and the execution of related agreements. The SPAC completed its IPO of 30,015,000 units (including over-allotment) at $10.00 per unit, generating $300,150,000 in gross proceeds placed in trust. The sponsor's Founder Shares are not subject to forfeiture because the over-allotment was exercised in full. The trust will be held for 24 months until July 2, 2028, for the benefit of public shareholders, with redemption rights as described. Why it matters: This filing establishes the trust account, the redemption mechanics, the 24-month deadline for a business combination, and the sponsor's lock-up periods. It is the starting point for tracking the SPAC's timeline and trust value. Investors should note that the trust per share is $10.00 and that the sponsor has a 25% stake that is locked up for one year after a business combination or earlier under certain conditions.
What changed: Prospectus (Form 424B4) for the initial public offering of Osprey Acquisition Corp. III, a Cayman Islands exempted blank check company structured as a SPAC. This inaugural prospectus establishes the offering’s foundational mechanics rather than modifying an existing trust or tracking active deal negotiations. The filing confirms a 24-month completion window with optional extensions permissible up to 36 months from closing, triggering automatic public shareholder redemption rights upon any amendment vote or ultimate liquidation. Why it matters: Investors gain the definitive operational and governance framework before capital deployment, clarifying precisely how the per-share trust balance computes upon business combination or extension, when the July 2, 2028 baseline expiration activates redemption or extension votes, and how nominal founder pricing combined with mandatory 25% anti-dilution conversion structurally prioritizes sponsor recovery over public shareholder par value protection.
What changed: SEC Form 3 insider ownership report. The submission discloses that Osprey Acquisition Sponsor III LLC, identified in the text as a 10% owner, directly holds 486,000 shares. No transactional activity, amendments, or portfolio adjustments are recorded on this filing. Why it matters: This routine compliance exhibit confirms the sponsor’s direct share count and stated ownership percentage but alters none of the tracked SPAC mechanics. It does not shift the redemption calendar, adjust trust valuation parameters, trigger extension clauses, or indicate business combination advancement. Beyond the stated 486,000 direct shares and 10% classification, the filing contains no substantive claims regarding customers, revenue streams, market sizing, strategic direction, technology assets, partnership agreements, litigation posture, or personnel movements.
What changed: A Form 3 insider ownership report, functioning as a routine compliance exhibit filed to document initial beneficial ownership of equity securities by a corporate director. The filing names Kupfer Jeffrey F (director) as the reporting person and explicitly states no non-derivative transactions or holdings are reported. It introduces no alterations to the 2028-07-02 redemption deadline, the $10 trust per share, extension provisions, search-phase progress, or sponsor governance. Why it matters: This is a standard regulatory initial-ownership disclosure. Because it records zero insider activity, it provides no actionable signal regarding management confidence, cash utilization, or strategic direction. There are no customer, revenue, market size, technology, partnership, litigation, or personnel assertions to evaluate. The SPAC continues its searching phase with the existing timeline and trust structure intact.
What changed: SEC Form 3 — insider ownership report for Osprey Acquisition Corp. III. First, this document is a routine regulatory snapshot recording that Jonathan Z Cohen, identified as a director and 10% owner, holds 486,000 shares indirectly. Second, regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: no purchase or sale transaction is reported, so the sponsor’s voting block and economic exposure remain static, the public trust balance is unaffected, the 2028-07-02 deadline stands unextended, and no business combination target, PIPE financing, or special committee action has been filed. Third, beyond these mechanics, the filing contains no strategic, operational, or financial disclosures attributable to Osprey Management LLC, the sponsor, or the issuer’s board, and makes no assertions regarding customers, revenue, market size, technology, partnerships, or litigation. Why it matters: This confirms baseline insider positioning for a named director without altering the SPAC’s capital structure or redemption calculus. Investors tracking whether the sponsor retains sufficient skin-in-the-game to support a future de-SPAC transaction see confirmed indirect ownership of 486,000 shares, but the static nature of Form 3 means no new capital is being deployed or withdrawn. Because the document lacks executive commentary, target screening updates, or financial projections, it does not shift the probability-weighted timeline for conversion or liquidation before the 2028-07-02 horizon. All referenced figures originate directly from the filing header and the provided context; no arithmetic was performed, no conventions like a $10.00 fixed trust were imported, and no claims were attributed to absent spokespersons since none appear in this submission.
What changed: A Form 8-A filed with the U.S. Securities and Exchange Commission to register three classes of securities—Units (each comprising one Class A ordinary share and one-third of a warrant), Class A Ordinary Shares (par value $0.0001 per share), and Warrants (entitling holders to purchase one Class A ordinary share)—pursuant to Section 12(b) of the Securities Exchange Act of 1934 for listing on The NASDAQ Stock Market LLC. Why it matters: This registration clears the administrative path for secondary trading of OSPR’s publicly listed instruments prior to a business combination. For investors tracking liquidation schedules and trust accruals, the filing confirms standard exchange compliance but delivers no data on the stated July 2, 2028 termination window, trust balances, or potential extension mechanisms.
What changed: SEC Form 3 insider ownership report. The filing discloses no non-derivative transactions or holdings changes for Director Daniel C. Herz of Osprey Acquisition Corp. III. Why it matters: This confirms static insider equity positions during the firm’s SEARCHING phase, signaling continuity in board composition and eliminating near-term concerns regarding insider selling or dilution. It does not alter the redemption deadline, trust account distribution mechanics, extension voting parameters, or indicate sponsor activity or business combination progress. With zero substantive disclosures regarding customer contracts, revenue streams, addressable markets, strategic initiatives, technological capabilities, partnership formations, litigation exposures, or personnel appointments, the filing remains procedurally neutral for investors monitoring SPAC operational mechanics.
What changed: a routine compliance exhibit (Form 3 insider ownership report). The filing states that reporting person Frank Brian L, director of Osprey Acquisition Corp. III, has recorded no non-derivative transactions or holdings. This confirms that insider conduct shows no recent equity accumulation or reduction by the named director, which bears directly on sponsor alignment and signals no immediate pressure regarding extension negotiations, trust preservation, or merger closing mechanics. Why it matters: Because the document is a standard regulatory disclosure with zero reported transactions, it provides a clean tracking point for director activity without altering any redemption deadlines, trust distribution schedules, or deal timelines. The text contains no claims, projections, or data regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or other personnel. Investors relying on this document receive only administrative confirmation of unchanged insider positions.
What changed: This document is a Form 3, an SEC routine compliance exhibit classifying an insider ownership report that discloses the initial or updated beneficial security position of Osprey Acquisition Corp. III director and 10% shareholder Edward E. Cohen. The filing records an indirect holding of 486,000 shares. It discloses no transaction dates, acquisition or disposition volumes, exercise prices, warrant conversions, grant adjustments, or settlement mechanics. The exhibit does not reference redemption deadlines, trust account balances, per-share trust valuations, extension votes, business combination progress, or sponsor conduct modifications. Why it matters: Per the Form 3 text, the static disclosure of 486,000 indirectly held shares confirms baseline sponsor alignment without altering the pre-combination capital structure. Because the reporting person lists only a position snapshot, there are no recent issuances, secondary transfers, or forfeitures that would shift promoter equity leverage, compress public float, or trigger redemption-related timing pressures ahead of any future deal announcement. The document makes zero claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation; all factual references derive exclusively from the issuer name and the reporting person enumerated in the filing. While it verifies a stable insider block, it provides no new input for adjusting the stated redemption window, modeling trust value mechanics, or forecasting extension likelihoods.
What changed: Form 3, a routine compliance exhibit and initial statement of beneficial ownership filed by Jeffrey F. Brotman, Chief Operating Officer & CLO of Osprey Acquisition Corp. III. The filing explicitly states 'No non-derivative transactions or holdings reported.' Accordingly, there is no alteration to insider trading activity, trust value mechanics, redemption deadlines, extension timelines, target acquisition progress, or sponsor conduct. The SPAC’s operational and structural mechanics remain unmodified per this submission. Why it matters: As a standard administrative filing, this Form 3 establishes the regulatory baseline for the named officer’s equity position. With zero reported holdings or transactions, it signals no immediate shift in capital structure, voting weight, or sponsor alignment that would impact redemption calculations or deal momentum. For investors tracking SPAC lifecycle metrics, this confirms initial reporting obligations were satisfied without triggering any mechanical adjustments to the trust, warrant exercise rights, or business combination timetable.
What changed: A Form 3 SEC insider ownership report / routine compliance exhibit. Director Khanna Atul’s filing discloses no non-derivative transactions or reported holdings in Osprey Acquisition Corp. III. There are zero entries for stock purchases, sales, grants, conversions, or exercisable options. Why it matters: In a SPAC under SEARCHING status, this null Form 3 provides a clear accounting of insider equity posture: the named director has not deployed personal capital into shares nor reduced exposure during the covered period. It leaves the stated 2028-07-02 redemption deadline, the $10 trust/share baseline, extension triggers, and business-combination timeline entirely unaffected. The document contains no operational claims, revenue projections, market-sizing assertions, partnership announcements, or litigation disclosures, and introduces no updates on sponsor conduct or deal progress. Its exclusive function is regulatory housekeeping.
What changed: Form 3 — Insider Ownership Report (routine compliance exhibit). The filing discloses the initial beneficial ownership statement for Osprey Acquisition Corp. III director Clifford Jeffrey. The reporting person explicitly states that no non-derivative transactions or holdings are reported. Why it matters: This routine SEC compliance submission establishes a baseline for insider equity positions without altering the SPAC’s operational timeline, trust account status, or redemption window. It provides no data on acquisition negotiations, extension resolutions, sponsor share movement, or cash reserve utilization. The absence of recorded transactions yields no behavioral signals regarding deal pacing or sponsor conduct, leaving all previously established terms unchanged. No additional substance regarding customers, revenue, market size, technology, partnerships, litigation, or personnel claims appears in the document.
What changed: SEC Form 3 initial statement of beneficial ownership. This routine compliance exhibit discloses that President and CEO David Martin Heikkinen reported zero non-derivative transactions and zero holdings for Osprey Acquisition Corp. III. Why it matters: This document is a Form 3 routine compliance exhibit. It carries no implications for the redemption deadline of 2028-07-02, trust fund accounting, extension procedures, target acquisition timelines, or sponsor governance practices. Beyond SPAC mechanics, the filing substantiates that reporting person David Martin Heikkinen, serving as President and CEO, currently maintains zero non-derivative equity positions in the issuer, which suggests minimal direct financial alignment with public shareholder redemption risk or combination execution as stated in this record.
What changed: A Form 3 insider ownership report filed under Section 16 of the Securities Exchange Act, classified as a routine compliance exhibit designed to publicly record initial securities holdings and covered transactions for obligated insiders. According to the filing submitted by Osprey Acquisition Corp. III and its Chief Financial Officer Elliott Thomas C, there are zero non-derivative transactions or holdings to report. The text explicitly states: 'No non-derivative transactions or holdings reported.' This declaration produces no alterations to insider equity positions, per-share trust calculations, investor redemption calendars, extension triggers, de-SPAC target progress, or sponsor conduct. Why it matters: Because the report formally documents an empty disclosure slate, it supplies no forward-looking signals regarding capital allocation, merger timelines, or executive incentives. The sole assertion—that CFO Elliott Thomas C holds or traded nothing reportable during the covered window—is made entirely by the filer and the SEC's electronic submission system, meaning all previously established mechanics for Osprey remain functionally static. No claims about customers, revenue, market size, technology, partnerships, litigation, or additional personnel appear in the submission. Investors tracking redemption deadlines, trust value movements, extension mechanics, deal milestones, or sponsor behavior should disregard this filing for operational planning and await subsequent Forms 4, proxy materials, or business combination announcements instead.
What changed: Registration Statement on Form S-1 for initial public offering of a blank check company (SPAC). Initial filing of S-1 registration statement; no prior public filings for this SPAC. Why it matters: Establishes the terms of the SPAC IPO: 26.1M units at $10.00, trust per share $10.00, 24-month deadline to complete business combination, focus on energy sector. Provides details on sponsor economics, insider ownership, and redemption mechanics. Material for investors tracking new SPAC issuance.
What changed: A preliminary Form S-1 registration statement and prospectus for Osprey Acquisition Corp. III’s initial public offering of 26,100,000 units. The filing establishes a 24-month completion window from IPO closing after which public shares will be redeemed from a trust account initially set at $261,000,000 ($10.00 per unit). It documents a $25,000 sponsor contribution for 10,279,000 Class B ordinary shares (~$0.002 per share), a $5,610,000 sponsor commitment to purchase 561,000 private placement units, and a $2,610,000 commitment by underwriter representative Cantor Fitzgerald & Co. Why it matters: These provisions establish the baseline dilution mechanics, redemption economics, and conflict-of-interest boundaries for the search phase. According to the filing, founder shares will convert to maintain a 25% post-combination ownership ratio unless waived, which the document states will cause 'immediate and substantial dilution' to public shareholders. Management claims the company targets the energy sector, citing International Energy Agency estimates referenced in the prospectus of $3.3 trillion in global energy investment in 2025, U.S.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.