Osprey Acquisition Corp. III 8-K

What Happened

• Osprey Acquisition Corp. III announced the closing of its IPO on July 2, 2026. The Company sold 30,015,000 units at $10.00 per unit (including a full exercise of a 3,915,000‑unit over‑allotment option), generating $300,150,000 in gross proceeds from the public offering. Each unit consists of one Class A ordinary share and one‑third of a warrant; each whole warrant is exercisable for one Class A share at $11.50.
• Simultaneously, the Company completed a private placement of 747,000 units at $10.00 per unit for $7,470,000 (261,000 units to Cantor Fitzgerald & Co. and 486,000 units to the sponsor, Osprey Acquisition Sponsor III, LLC). Cantor Fitzgerald & Co. served as representative of the underwriters.

Key Details

• IPO units sold: 30,015,000 units at $10.00 each; over‑allotment option (3,915,000 units) exercised in full (underwriting rep: Cantor Fitzgerald & Co.).
• Private placement: 747,000 units for $7,470,000 purchased by Cantor (261,000) and the sponsor (486,000); issued under Section 4(a)(2) exemption.
• Trust account: $300,150,000 of net proceeds (including $12,789,000 of underwriters’ deferred discount) placed in a trust for public shareholders; withdrawals limited to interest for working capital (up to $250,000 per year; $500,000 total) and taxes (or up to $100,000 for dissolution expenses if no business combination).
• Corporate actions: amended and restated memorandum and articles filed (Cayman Islands, effective June 30, 2026); board changes effective June 30, 2026 — Daniel C. Herz, Jonathan Z. Cohen, Edward E. Cohen, Jeffrey Clifford, Brian L. Frank, Atul Khanna and Jeffrey Kupfer appointed as directors; Jeffrey F. Brotman resigned as a director. Audit and Compensation committee memberships and chairs were designated. The Company entered into indemnity agreements covering directors and certain officers.

Why It Matters

• The filing confirms Osprey III is funded and structured to begin pursuing an initial business combination: units and warrants issued, cash proceeds placed in a trust to protect public shareholders, and key governance steps (new board, committee chairs, indemnities, amended articles) completed.
• Investors should note the trust restrictions (limited working capital withdrawals and conditions for release) and warrant strike price ($11.50), which affect potential future dilution and exercise economics. Board composition and indemnities are relevant for governance oversight as the SPAC pursues deals.