UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 22, 2018 (August 20, 2018)

OSPREY ENERGY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of 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 ☒

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. o

On August 20, 2018, Osprey Energy Acquisition Corp. (“Osprey”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to Osprey’s previously announced proposed acquisition of the limited partnership interests of certain subsidiaries of Royal Resources L.P. (the “Business Combination”).

As of the close of business on August 1, 2018, the record date for the Special Meeting, there were 34,375,000 shares of Class A common stock, par value 0.0001 per share (the “Class A common stock”), and Class B common stock, par value $0.0001 per share (the “Class B common stock,” and together with the Class A common stock, the “Common Stock”), outstanding, each of which was entitled to one vote with respect to each proposal at the Special Meeting. At the Special Meeting, a total of 24,404,853 shares of Common Stock, representing approximately 71% of the outstanding shares of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.

At the Special Meeting, the proposals described below were considered, each of which is further described in Osprey’s definitive proxy statement filed with the U.S. Securities and Exchange Commission and mailed to stockholders commencing on August 3, 2018.

The final voting results for each proposal are set forth below.

Proposal 1 was approved by Osprey’s stockholders, as the number of votes in favor of Proposal 1 constituted the affirmative vote of holders of a majority of the outstanding shares of Common Stock entitled to vote on the matter.

a.       To create a new class of capital stock designated as Class C common stock, par value $0.0001 per share (the “Class C common stock”).

b.       To increase the number of authorized shares of Osprey’s capital stock to 361,000,000 shares and to increase the number of authorized shares of Osprey’s Class A Common Stock to 240,000,000 shares.

c.       To adopt Delaware as the exclusive forum for certain stockholder litigation.

d.       To require the affirmative vote of the holders of at least 75% of the voting power of all outstanding shares of capital stock of Osprey to amend, repeal or adopt certain provisions of the Charter.

e.       To provide that Section 203 of the Delaware General Corporation Law, which governs business combinations between Osprey and certain interested Osprey stockholders, does not apply to Osprey.

f.       To eliminate certain provisions in the Charter relating to Osprey’s Class B common stock and our initial business combination that will no longer be applicable following the completion of the Business Combination.

Proposal 3 was approved by Osprey’s stockholders, as the number of votes in favor of Proposal 3 constituted the affirmative vote of holders of a majority of the outstanding shares of Common Stock entitled to vote on the matter.

On August 20, 2018, Osprey issued a press release regarding stockholder approval of the Business Combination and certain related matters. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits

SIGNATURES

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.