OSPREY ENERGY ACQUISITION CORP.
(Exact Name of Registrant as Specified
in Its Charter)
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Delaware
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82-0820780
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(State of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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1845 Walnut Street, 10
th
Floor
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Philadelphia, PA
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19103
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(Address of Principal Executive Offices)
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(Zip Code)
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ☒
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If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ☐
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Securities Act registration statement file number to which this form relates:
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333-219025
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(If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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Units, each consisting of one share of Class A Common Stock and one-half of one warrant
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The NASDAQ Stock Market LLC
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Class A Common Stock, par value $0.0001 per share
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The NASDAQ Stock Market LLC
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Warrants, each to purchase one share of Class A Common Stock
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The NASDAQ Stock Market LLC
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Securities to be registered pursuant
to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant’s
Securities to be Registered.
The securities to be registered hereby
are the units, common stock and warrants of Osprey Energy Acquisition Corp. (the “
Company
” or the “
Registrant
”). The
description of the Company’s units, common stock and warrants contained under the heading “Description of Securities”
in the registration statement initially filed by the Company with the Securities and Exchange Commission on June 28, 2017, as amended
from time to time (File No. 333-219025) (the “
Registration Statement
”), to which this Form 8-A relates
is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that
includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.
Item 2. Index to Exhibits.
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3.1(a)
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Certificate of Incorporation (included in the Registration Statement and incorporated herein by reference)
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3.1(b)
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Certificate of Amendment to Certificate of Incorporation (included in the Registration Statement and incorporated
herein by reference)
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3.1(c)
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Certificate of Amendment No. 2 to Certificate of Incorporation (included in the Registration Statement and
incorporated herein by reference)
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3.1(d)
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Form of Amended and Restated Certificate of Incorporation (included
in the Registration Statement and incorporated herein by reference)
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3.2(a)
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Bylaws (included in the Registration Statement and incorporated herein by reference)
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3.2(b)
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Form of Amended and Restated Bylaws (included in the Registration Statement and incorporated herein by reference)
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4.1
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Specimen Unit Certificate (included in the Registration Statement and incorporated herein by reference)
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4.2
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Specimen Common Stock Certificate (included in the Registration Statement and incorporated herein by reference)
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4.3
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Specimen Warrant Certificate (included in the Registration Statement and incorporated herein by reference)
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4.4
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Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant (included in the Registration Statement and incorporated herein by reference)
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10.1
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Form of Registration Rights Agreement between the Registrant and certain security holders named therein (included in the Registration Statement and incorporated herein by reference)
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10.2
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Form of Investment Management Trust Account Agreement between Continental Stock Transfer and Trust Company and the Registrant (included in the Registration Statement and incorporated herein by reference)
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2
SIGNATURE
Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
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OSPREY ENERGY ACQUISITION CORP.
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Date: July 19, 2017
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By:
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/s/ Jeffrey F. Brotman
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Jeffrey F. Brotman
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Chief Financial Officer, Chief Legal Officer and Secretary
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3
EXHIBITS
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3.1(a)
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Certificate of Incorporation (included in the Registration Statement and incorporated herein by reference)
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3.1(b)
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Certificate of Amendment to Certificate of Incorporation (included in the Registration Statement and incorporated
herein by reference)
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3.1(c)
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Certificate of Amendment No. 2 to Certificate of Incorporation (included in the Registration Statement and
incorporated herein by reference)
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3.1(d)
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Form of Amended and Restated Certificate of Incorporation (included
in the Registration Statement and incorporated herein by reference)
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3.2(a)
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Bylaws (included in the Registration Statement and incorporated herein by reference)
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3.2(b)
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Form of Amended and Restated Bylaws (included in the Registration Statement and incorporated herein by reference)
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4.1
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Specimen Unit Certificate (included in the Registration Statement and incorporated herein by reference)
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4.2
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Specimen Common Stock Certificate (included in the Registration Statement and incorporated herein by reference)
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4.3
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Specimen Warrant Certificate (included in the Registration Statement and incorporated herein by reference)
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4.4
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Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant (included in the Registration Statement and incorporated herein by reference)
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10.1
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Form of Registration Rights Agreement between the Registrant and certain security holders named therein (included in the Registration Statement and incorporated herein by reference)
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10.2
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Form of Investment Management Trust Account Agreement between Continental Stock Transfer and Trust Company and the Registrant (included in the Registration Statement and incorporated herein by reference)
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