UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2017

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OSPREY ENERGY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (215) 832-4161

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01.  Other Events.

Over-Allotment Closing 

As previously reported on a Current Report on Form 8-K of Osprey Energy Acquisition Corp. (the “Company”), on July 26, 2017, the Company consummated its initial public offering (“IPO”) of 25,000,000 units (“Units”), each Unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”) and one half of one warrant (each, a “Warrant”) where each whole Warrant entitles the holder to purchase one share of Common Stock, pursuant to the registration statement on Form S-1 (File No. 333-219025). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000. The underwriters of the IPO were granted an option to purchase up to an additional 3,750,000 Units to cover aver-allotments, if any (“Over-Allotment Units”). On August 9, 2017, the underwriters exercised the option in part and purchased 2,500,000 Over-Allotment Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000.

As previously reported on a Current Report on Form 8-K of the Company, on July 26, 2017, simultaneously with the consummation of the IPO, the Company completed a private placement (the “Private Placement”) of an aggregate of 7,000,000 warrants (“Placement Warrants”) to Osprey Sponsor, LLC (the “Sponsor”), generating gross proceeds of $7,000,000. On August 9, 2017, simultaneously with the sale of the Over-Allotment Units, the Company consummated a private sale of an additional 500,000 Placement Warrants to the Sponsor, generating gross proceeds of $500,000.

In addition, the 7,187,500 shares of Class B common stock of the Company (the “Founder Shares”) held by the Company’s initial stockholders (prior to the exercise of the over-allotment) included an aggregate of up to 937,500 Founder Shares subject to forfeiture by the Sponsor to the extent the underwriters’ over-allotment option was not exercised in full, so that the initial stockholders would collectively own 20.0% of issued and outstanding shares of the Company. Since the underwriters exercised the over-allotment option in part and purchased 2,500,000 of the total possible 3,750,000 Over-Allotment Units, the Sponsor forfeited 312,500 Founder Shares on August 9, 2017 in order to maintain ownership of 20.0% of issued and outstanding shares of the Company. The Founder Shares forfeited by the Sponsor were canceled by the Company.

A total of $275,000,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Units) and the private placements on July 26, 2017 and August 9, 2017 were placed in a trust account established for the benefit of the Company’s public stockholders. An audited balance sheet as of July 26, 2017 reflecting receipt of the net proceeds from the IPO and the Private Placement on July 26, 2017, but not the proceeds from the sale of the Over-Allotment Units nor the private placement on August 9, 2017, had been prepared by the Company and previously filed on a Current Report on Form 8-K on August 1, 2017. The Company’s unaudited pro forma balance sheet as of August 9, 2017, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the private placement on the same day is included as Exhibit 99.1 to this Current Report on Form 8-K.

A copy of the press release issued by the Company announcing the consummation of the sale of the Over-Allotment Units is included as Exhibit 99.2 to this Current Report on Form 8-K.

Separate Trading of Units, Class A Common Stock and Warrants

On August 14, 2017, the Company announced that the holders of the Company’s Units may elect to separately trade their securities included in the Units commencing on August 15, 2017. Each Unit consists of one share of the Common Stock and one half of one Warrant. Each whole Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Company will not issue fractional Warrants upon the separation of Units and only whole Warrants will trade. Those Units not separated will continue to trade on the Nasdaq Capital Market under the symbol “OSPRU” and each of the underlying shares of Common Stock and the Warrants are expected to trade on the Nasdaq Capital Market under the symbols “OSPR” and “OSPRW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Common Stock and Warrants.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is included as Exhibit 99.3 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 14, 2017

EXHIBIT INDEX