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 Document December 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-3720 Attn: Evan Ewing Re: BlackSky Technology Inc. Registration Statement on Form S-3 Filed November 26, 2025; File No. 333-291810 Acceleration Request Requested Date: December 12, 2025 Requested Time: 4:05 p.m. Eastern Time, or as soon thereafter as practicable Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, BlackSky Technology Inc. (the “ Company ”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-291810) (the “ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Mark Bass at (202) 973-8826. Sincerely, BlackSky Technology Inc. /s/ Henry Dubois Henry Dubois Chief Financial Officer cc: Chris Lin BlackSky Technology Inc. Mark Bass Robert Day Michael Labriola Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
April 7, 2023
Christiana Lin
General Counsel
BlackSky Technology Inc.
13241 Woodland Park Road, Suite 300
Herndon, Virginia 20171
Re:BlackSky Technology Inc.
Registration Statement on Form S-3
Filed on March 31, 2023
File No. 333-271056
Dear Christiana Lin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mark Bass

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Document

April 6, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance,

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549-3720

Attn:     Sarah Sidwell

Re: BlackSky Technology Inc.

Registration Statement on Form S-3

Filed March 31, 2023

File No. 333-271056

Acceleration Request

Requested Date:     April 10, 2023

Requested Time:     4:05 p.m. Eastern Time,

or as soon thereafter as practicable

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, BlackSky Technology Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-271056) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Mark Bass at (202) 973-8826.

Sincerely,

BlackSky Technology Inc.

/s/ Henry Dubois

Henry Dubois

Chief Financial Officer

cc: Chris Lin

 BlackSky Technology Inc.

 Mark Bass

 Robert Day

 Michael Labriola

 Wilson Sonsini Goodrich & Rosati, P.C.

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Document

December 13, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance,

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549-3720

Attn:     Patrick Fullem

Re: BlackSky Technology Inc.

Registration Statement on Form S-3

Filed October 14, 2022; Amendment No. 1 filed December 13, 2022

File No. 333-267889

Acceleration Request

Requested Date:     December 15, 2022

Requested Time:     4:05 p.m. Eastern Time,

or as soon thereafter as practicable

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, BlackSky Technology Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-267889) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Mark Bass at (202) 973-8826.

Sincerely,

BlackSky Technology Inc.

/s/ Henry Dubois

Henry Dubois

Chief Financial Officer

cc: Chris Lin

 BlackSky Technology Inc.

 Mark Bass

 Robert Day

 Michael Labriola

 Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
October 18, 2022
Brian O’Toole
Chief Executive Officer
BlackSky Technology Inc.
13241 Woodland Park Road, Suite 300
Herndon, VA 20171
Re:BlackSky Technology Inc.
Registration Statement on Form S-3
Filed October 14, 2022
File No. 333-267889
Dear Brian O’Toole:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mark Bass

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 December 14, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance,

 Office of Energy &
Transportation

 100 F Street, N.E.

 Washington, D.C.
20549-3720

 Attn:     Gregory Herbers

Re:    BlackSky Technology Inc.

Registration Statement on Form S-1

File No. 333-260458

Acceleration Request

 Requested Date:
December 16, 2021

 Requested Time: 4:15 P.M. Eastern Time

Dear Mr. Herbers:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, BlackSky Technology Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File
No. 333-260458) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company
or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with
our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Mark Bass at (202) 973-8826.

Sincerely,

BLACKSKY TECHNOLOGY INC.

 /s/ Johan Broekhuysen

Johan Broekhuysen

Chief Financial Officer

 cc:     Chris Lin

Katie Keane

 BlackSky
Technology Inc.

 Michael Labriola

Mark Bass

 Craig Sherman

Wilson Sonsini Goodrich & Rosati, P.C.

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 November 12, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, N.E.

 Washington, DC 20549-3720

 Attention:

 Gregory Herbers

 Anuja A. Majmudar

Timothy S. Levenberg

 Craig Arakawa

Brian McAllister

 Re:

 BlackSky Technology Inc.

 Registration
Statement on Form S-1 (File No. 333-260458);

 Withdrawal of
Acceleration Request dated November 9, 2021

 Ladies and Gentlemen:

BlackSky Technology Inc. (the “Company”) hereby confirms the oral request made on November 12, 2021 by Michael C.
Labriola and Mark G.C. Bass of Wilson Sonsini Goodrich & Rosati, Professional Corporation on its behalf regarding its desire to withdraw the referenced request for acceleration of effectiveness for the above-referenced registration
statement (the “Registration Statement”) to permit the staff of the Division of Corporation Finance of the Securities and Exchange Commission to consider a limited review of certain questions about necessary disclosures in the
Registration Statement. The Company does not presently have an expected date for which to request future acceleration of effectiveness of the Registration Statement and will contact the staff of the Securities and Exchange Commission prior to
submitting any such future request pursuant to Rule 461 of the Securities Act of 1933, as amended.

 ***

 Securities and Exchange Commission

November 12, 2021

  Page
 2

 Please direct any questions or comments regarding this request for withdrawal to Mark G.C.
Bass at (202) 973-8826.

Very truly yours,

BLACKSKY TECHNOLOGY INC.

/s/ Johan Broekhuysen

Johan Broekhuysen

Chief Financial Officer

cc:
 Chris Lin

Katie Keane

 BlackSky
Technology Inc.

 Michael Labriola

Craig Sherman

 Mark Bass

 Wilson Sonsini Goodrich & Rosati, Professional Corporation

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 November 9, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance,

 Office of Energy &
Transportation

 100 F Street, N.E.

 Washington, D.C.
20549-3720

 Attn:      Gregory Herbers

Anuja A. Majmudar

Timothy S. Levenberg

Craig Arakawa

Brian McAllister

 Re:        BlackSky Technology Inc.

     Registration Statement on Form S-1

    File No. 333-260458

Acceleration Request

Requested Date: November 12, 2021

Requested Time: 4:30 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, BlackSky Technology Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File
No. 333-260458) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company
or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with
our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Mark Bass at (202) 973-8826.

Sincerely,

BLACKSKY TECHNOLOGY INC.

 /s/ Johan Broekhuysen

Johan Broekhuysen

Chief Financial Officer

cc:
 Chris Lin

Katie Keane

 BlackSky
Technology Inc.

 Michael Labriola

Mark Bass

 Craig Sherman

Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
November 1, 2021
Brian O'Toole
Chief Executive Officer
BlackSky Technology Inc.
13241 Woodland Park Road, Suite 300
Herndon, Virginia, 20171
Re:BlackSky Technology Inc.
Registration Statement on Form S-1
Filed October 25, 2021
File No. 333-260458
Dear Mr. O'Toole:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mark Bass

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 Osprey Technology Acquisition Corp.

1845 Walnut Street, 10th Floor

Philadelphia, PA 19103

 August 9,
2021

 VIA EDGAR SUBMISSION

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance,

 Office
of Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attn:   Anuja A. Majmudar

 Timothy S. Levenberg

 Craig Arakawa

 Brian McAllister

RE:
 Osprey Technology Acquisition Corp. (the “Company”)

Registration Statement on Form S-4 (the “Registration Statement”)

File No. 333-256103

Ladies and Gentlemen:

 The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of the above-referenced Registration Statement such that the Registration Statement will become effective as of 12:00 P.M.
Eastern Daylight Time on Wednesday, August 11, 2021, or as soon thereafter as practicable.

 Please contact C. Michael Chitwood of
Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2535 with any questions regarding the foregoing and to confirm the effectiveness of the Registration Statement.

Very truly yours,

OSPREY TECHNOLOGY ACQUISITION CORP.

By:

/s/ David DiDomenico

Name:

David DiDomenico

Title:

Chief Executive Officer and President

cc:
 Jeffrey F. Brotman

Osprey Technology Acquisition Corp.

cc:
 C. Michael Chitwood

Skadden, Arps, Slate, Meagher & Flom LLP

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SEC Response Letter

 July 14, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance,

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:     Anuja
A. Majmudar

                      Timothy S.
Levenberg

                      Craig Arakawa

                     Brian McAllister

          Re:     Osprey Technology Acquisition Corp.

                     Amendment No. 1 to
Registration Statement on Form S-4

                     Filed June 28, 2021

                      File No. 333-256103

 Ladies and Gentlemen:

On behalf of our client, Osprey Technology Acquisition Corp. (the “Company”), we submit this letter
setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment
letter dated July 9, 2021 (the “Comment Letter”) with respect to the Registration Statement on Form S-4 filed with the Commission by the Company on May 13, 2021
and Amendment No. 1 filed with the Commission on June 28, 2021 (the “Registration Statement”). Concurrently with the filing of this letter, the Company is filing Amendment No. 2 (“Amendment
No. 2”) to the Registration Statement through EDGAR.

 For your convenience, we
have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. All references in this letter to page numbers and captions correspond to the page numbers and captions in
Amendment No. 2. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 2.

 Osprey Technology Acquisition Corp.

July 14, 2021

  Page
 2

 Amendment No. 1 to Form S-4 Filed June 28, 2021

Risk Factors, page 34

1.
 We note your updated disclosure on page 155 regarding the pending lawsuit and demands, as well as the
generic discussion under “We may become involved in litigation that may materially adversely affect us” at page 76. Please include a risk factor addressing any material risks associated with the merger-related litigation.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on
pages 17 and 80 of Amendment No. 2 to include a risk factor addressing material risks associated with the merger-related litigation.

Recommendation of the BlackSky Board of Directors and Reasons for the Merger, page 250

2.
 You state that “The BlackSky board of directors considered that the Key Stockholders entered into
the Stockholder Support Agreements with Osprey, Merger Sub and BlackSky.” You disclose at page 5 that BlackSky’s directors and executive officers “collectively beneficially owned ... approximately 37.48% of BlackSky common stock
outstanding.” In new disclosure at page 14, you state that the Key Stockholders “are expected to beneficially own and be entitled to vote 501,389,456 shares of BlackSky common stock, which represent ... approximately 76.52% of BlackSky
common stock outstanding on the date of the Stockholder Support Agreements,” the form of which you provide as Annex H. That form agreement identifies its purpose as inducing Osprey “to enter into the Merger Agreement and cause the
Transactions to be consummated.”

 Please expand your disclosure to identify any members of BlackSky
management who also are among the “Key Stockholders” and to list all holders who beneficially own 10% or more of outstanding BlackSky common stock. Also ensure that the tabular disclosure at page 174 includes all corresponding entries for
the number of shares and percentage held in each case.

 Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages xiii and 173 of Amendment No. 2 to identify the applicable stockholders and revise the tabular disclosure, respectively.

Additional Comments from the Commission

 Quorum
and Required Vote for Proposals for the Osprey Special Meeting, page 120

 Osprey Technology Acquisition Corp.

July 14, 2021

  Page
 3

3.
 Please confirm whether you considered the applicability of
Section 251(c) of the DGCL to the transaction.

 The Company respectfully
acknowledges the Staff’s comment and notes that Section 251(c) provides that, in a merger, the executed merger agreement will be approved by a majority of the outstanding voting rights of each constituent corporation at an annual or
special meeting. Because the contemplated transaction is structured as a reverse subsidiary merger of a subsidiary of Osprey with and into BlackSky, such that Osprey is not a constituent corporation in the merger, Section 251(c) of the DGCL is
not the applicable approval standard with respect to Osprey’s shareholders.

 Description of the Transactions, page 95

4.
 In the next response letter, provide a brief demonstration of how the amount per share of the
underwriting fee was calculated.

 The Company respectfully acknowledges the Staff’s comment and notes that
the Registration Statement disclosure on page 95 of Amendment No. 2 provides: “The payment of underwriting fees of $11,068,750 incurred in connection with Osprey’s initial public offering, for which payment was deferred until Osprey
consummated a business combination or similar transaction, which fees amount to approximately (i) $0.08 per share on a pro forma basis (or 0.8% of the value of shares assuming a trading price of $10.00 per share), assuming no redemptions, and (ii)
$0.11 per share on a pro forma basis (or 1.1% of the value of shares assuming a trading price of $10.00 per share), assuming maximum redemptions.”

The per share amount of the underwriting fee was calculated by dividing (a) the total amount of underwriting fees of $11,068,750 by (b)
(i) 132,278,335 shares, which is the total number of shares outstanding on a pro forma basis, assuming no redemptions, and (ii) 105,108,801 shares, which is the total number of shares outstanding on a pro forma basis, assuming maximum redemptions.
This yielded a per share amount of underwriting fees of (i) $0.08 per share on a pro forma basis, assuming no redemptions, and (ii) $0.11 per share on a pro forma basis, assuming maximum redemptions.

The percentage of the value of shares such underwriting fee represents was calculated by dividing (a) the pro forma per share underwriting
fees of (i) $0.08, assuming no redemptions, and (ii) $0.11, assuming maximum redemptions, by (b) the assumed trading price of $10.00 per share. This resulted in underwriting fees representing (i) 0.8% of the value of shares, assuming no
redemptions, and (ii) 1.1% of the value of shares, assuming maximum redemptions.

 Osprey Technology Acquisition Corp.

July 14, 2021

  Page
 4

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please contact me at (212) 735-2535 should you require further information.

Very truly yours,

 /s/ C. Michael Chitwood

C. Michael Chitwood

 cc:     Jeffrey F. Brotman, Osprey Technology Acquisition Corp.

United States securities and exchange commission logo
July 9, 2021
David DiDomenico
Chief Executive Officer and President
Osprey Technology Acquisition Corp.
1845 Walnut Street, Suite 1111
Philadelphia, PA 19103
Re:Osprey Technology Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 28, 2021
File No. 333-256103
Dear Mr. DiDomenico:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-4 Filed June 28, 2021
Risk Factors, page 34
1.We note your updated disclosure on page 155 regarding the pending lawsuit and demands,
as well as the generic discussion under "We may become involved in litigation that may
materially adversely affect us" at page 76.  Please include a risk factor addressing any
material risks associated with the merger-related litigation.
Recommendation of the BlackSky Board of Directors and Reasons for the Merger, page 250
2.You state that "The BlackSky board of directors considered that the Key Stockholders
entered into the Stockholder Support Agreements with Osprey, Merger Sub and
BlackSky."  You disclose at page 5 that BlackSky's directors and executive
officers "collectively beneficially owned ... approximately 37.48% of BlackSky common

 FirstName LastNameDavid DiDomenico
 Comapany NameOsprey Technology Acquisition Corp.
 July 9, 2021 Page 2
 FirstName LastName
David DiDomenico
Osprey Technology Acquisition Corp.
July 9, 2021
Page 2
stock outstanding."  In new disclosure at page 14, you state that the Key Stockholders "are
expected to beneficially own and be entitled to vote 501,389,456 shares of BlackSky
common stock, which represent ... approximately 76.52% of BlackSky common stock
outstanding on the date of the Stockholder Support Agreements," the form of which you
provide as Annex H.  That form agreement identifies its purpose as inducing Osprey "to
enter into the Merger Agreement and cause the Transactions to be consummated."

Please expand your disclosure to identify any members of BlackSky management who
also are among the "Key Stockholders" and to list all holders who beneficially own 10%
or more of outstanding BlackSky common stock.  Also ensure that the tabular disclosure
at page 174 includes all corresponding entries for the number of shares and percentage
held in each case.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Brian McAllister, Staff Accountant, at 202-551-3341 or Craig Arakawa,
Accounting Branch Chief, at 202-551-3650 if you have questions regarding comments on the
financial statements and related matters.  Please contact Anuja A. Majmudar, Attomey­Advisor,
at 202-551-3844 or, in her absence, Timothy S. Levenberg, Special Counsel, at 202-551-3707
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       C. Michael Chitwood, Esq., of Skadden, Arps et al

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 June 25, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance,

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:    Anuja A.
Majmudar

            Timothy S. Levenberg

           Craig Arakawa

           Brian McAllister

Re:     Osprey Technology Acquisition Corp.

            Registration Statement on Form
S-4

             Filed
May 13, 2021

             File
No. 333-256103

 Ladies and Gentlemen:

On behalf of our client, Osprey Technology Acquisition Corp. (the “Company”), we submit this letter
setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment
letter dated June 11, 2021 (the “Comment Letter”) with respect to the Registration Statement on Form S-4 filed with the Commission by the Company on May 13, 2021
(the “Registration Statement”). Concurrently with the filing of this letter, the Company is filing Amendment No. 1 (“Amendment No. 1”) to the
Registration Statement through EDGAR.

 For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold
and italics below and provided our response below each comment. All references in this letter to page numbers and captions correspond to the page numbers and captions in Amendment No. 1. Unless otherwise indicated, capitalized terms used herein
have the meanings assigned to them in Amendment No. 1.

 Osprey Technology Acquisition Corp.

June 25, 2021

  Page
 2

 Cover Page

1.
 We note your disclosure in the Notice on page v that public stockholders may elect to redeem their shares
even if they vote for the Business Combination Proposal. Please clarify here that public stockholders may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the Business
Combination Proposal.

 Response: The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on page v of Amendment No. 1 to clarify that public stockholders may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the Business Combination
Proposal.

 Questions and Answers About Osprey’s Special Stockholder Meeting

What happens if a substantial number of public stockholders vote in favor of, page viii

2.
 Expand this question and answer to disclose the estimated maximum number of Osprey shares that may be
redeemed and still enable the $225,000,000 condition to be met. Please also disclose the amount of funds in the trust account as of the most recent practicable date.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page viii of
Amendment No. 1 to disclose that, in light of the funds in the Trust Account in the amount of approximately $318,053,820 as of March 31, 2021 and assuming $180,000,000 of proceeds from the PIPE Investment and a price of approximately
$10.05 per share of Osprey common stock, the estimated maximum number of Osprey shares that may be redeemed and still enable the $225,000,000 condition to be met is approximately 27,169,534.

Risk Factors

 Additional Risks Relating to Ownership
of New BlackSky Parent Class A Common Stock

 Following the Merger

New BlackSky Parent’s amended and restated certificate of incorporation will designate the

Court of Chancery of the State of Delaware, page 88

3.
 Please revise this risk factor to clarify whether this exclusive forum provision applies to actions
arising under the Securities Act or Exchange Act. In this regard, we note your disclosure on page 294 indicating that the exclusive forum provision would not apply to actions arising under the Exchange Act or any other claim for which the U.S.
federal courts have exclusive jurisdiction, and that the federal district courts of the United States will be the sole and exclusive forum for claims arising under the Securities Act.

 Osprey Technology Acquisition Corp.

June 25, 2021

  Page
 3

 Response: The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 91, 314 and 319 of Amendment No. 1 to clarify that, unless New BlackSky Parent consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will,
to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint against any person in connection with any offering of New BlackSky Parent’s securities, asserting a cause of action arising under the
Securities Act.

 Description of the Transactions, page 91

4.
 We note the entries for the deferred underwriting fee. Please disclose the effective
total underwriting fee, on a percentage basis for shares assuming no redemptions as well as assuming maximum redemptions.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 95 of Amendment
No. 1 to provide that the deferred underwriting fees of $11,068,750 amount to approximately (i) $0.08 per share on a pro forma basis (or 0.8% of the value of shares assuming a trading price of $10.00 per share), assuming no redemptions, and
(ii) $0.10 per share on a pro forma basis (or 1% of the value of shares assuming a trading price of $10.00 per share), assuming maximum redemptions.

Unaudited Pro Forma Condensed Combined Financial Information

Note 2—Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of

December 31, 2020, page 98

5.
 Refer to the table at note “O.” Please revise the pro forma combined company authorized shares
so that it also presents 100 million preferred shares Osprey will be authorized to issue.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure at what is now note
“T” on page 108 of Amendment No. 1 to revise the pro forma combined company authorized shares so that it also presents 100 million preferred shares Osprey will be authorized to issue.

Note 3—Adjustments to Unaudited Pro Forma Condensed Combined Statement Of Operations for the year ended December 31, 2020, page
103

6.
 We note adjustment 3a relates to transaction bonuses that BlackSky will pay upon consummation of the
merger. To the extent these bonuses are not expected to have a continuing impact on your results, please tell us why you have adjusted your pro forma statement of operations for this transaction cost.

 Osprey Technology Acquisition Corp.

June 25, 2021

  Page
 4

 Response: The Company respectfully acknowledges the Staff’s comment and,
consistent with the discussion held with the Staff on Monday, June 21, 2021, respectfully provides the following response to clarify why the pro forma statement of operations was adjusted to reflect the impact of transaction bonuses that are
not expected to have a continuing impact on the results of the Company subsequent to consummation of the merger.

 The Company notes that,
because its Registration Statement was filed subsequent to January 1, 2021, and the merger has not yet been consummated, the Company has prepared the pro forma financial information included in the Registration Statement in accordance with the
new pro forma rules outlined in the Commission’s Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, which took effect as of January 1, 2021.
The Company notes that under the new pro forma rules – and, more specifically, pursuant to Rule 11-02(a)(6)(i)(B) of Regulation S-X – transaction accounting
adjustments to the pro forma condensed statements of comprehensive income (also referred to herein as the “pro forma statements of operations”) shall include “adjustments that depict in the pro forma condensed
statements of comprehensive income the effects of the pro forma balance sheet adjustments in paragraph (a)(6)(i)(A) of this section assuming those adjustments were made as of the beginning of the fiscal year presented. Such
adjustments must be made whether or not the pro forma balance sheet is presented pursuant to paragraph (c)(1) of this section. If the condition in §210.11-01(a) that is met does not have a
balance sheet effect, then depict the accounting for the transaction required by U.S. GAAP or IFRS-IASB, as applicable.”

The Company acknowledges that pursuant to the legacy pro forma rules, adjustments were only reflected in the pro forma statements of
operations when the event(s) to which such adjustments related met all three of the following criteria:

•

 The event was directly attributable to the specific transaction(s) that triggered the presentation of the pro
forma financial information;

•

 The event was factually supportable; and

•

 The event was expected to have a continuing impact.

However, as this legacy guidance, which was previously outlined in Rule 11-02(b)(6) of Regulation S-X, has been superseded by the guidance in Rule 11-02(a)(6)(i)(B) of Regulation S-X (i.e., as previously cited above), it is the
Company’s understanding that the criteria for the recognition of adjustments in pro forma statements of operations are no longer specifically aligned to the legacy guidance. In reaching this conclusion, the Company considered Section 3 of
the interpretive guidance published on the Commission’s website at https://www.sec.gov/corpfin/financial-disclosures-acquired-disposed-businesses-guidance, which states that “the amendments to Article 11 replace the existing pro forma
adjustment criteria with three types of adjustments: transaction accounting adjustments, autonomous entity adjustments, and management adjustments.”

The Company further acknowledges that Section 3230.4 of the Division of Corporation Finance’s published Financial Reporting Manual
(the “FRM”) continues to include the legacy rules and interpretive guidance regarding when pro forma adjustments should be included in the pro forma condensed statement of comprehensive income. However, the Company has noted that, as of
the date of this response, the Division of Corporation Finance has not updated any portion of the guidance regarding the preparation of a pro forma condensed statement of comprehensive income (i.e., Section 3230 of the FRM) to reflect the rule
changes that took effect as of January 1, 2021. Accordingly, in reaching its conclusions regarding how to appropriately apply the new pro forma rules, the Company also considered interpretive guidance from the following publications of Deloitte
and Ernst & Young (“EY”):

•

 Deloitte’s Heads Up publication on June 2, 2020 titled “SEC Issues Final Rule to Improve
Disclosures for Business Acquisitions and Dispositions”; and

•

 EY’s Technical Line published on November 6, 2020 titled “Applying the SEC’s new requirements
for significant acquired businesses” (the “EY TechLine”).

 The Company notes that Deloitte’s Heads
Up publication states the following regarding changes under the new pro forma rules:

 Before adoption of the amendments, adjustments to
the pro forma statement of comprehensive income were expected to have a continuing (or recurring) impact on the registrant. The amendments do not distinguish between adjustments that are deemed recurring and adjustments that are deemed nonrecurring
by management; however, they include a requirement to disclose items that will not recur in the explanatory notes to the pro forma financial information.

 Osprey Technology Acquisition Corp.

June 25, 2021

  Page
 5

 Section 7.4.2 of the EY TechLine further states:

Under the amended rules, a registrant will make transaction accounting adjustments for nonrecurring items (i.e., revenues, expenses, gains
and losses that will not recur in the income of the registrant beyond 12 months after the acquisition) and the related tax effects to the pro forma income statement… The SEC staff has said that transaction accounting adjustments for
nonrecurring items should be made to the annual period because the acquisition is assumed to occur at the beginning of that period, and these items are typically expenses that are recognized in the historical results of the registrant shortly after
the acquisition.

 Based upon the interpretive guidance cited above, and consistent with practice in the case of many transactions for
which pro forma financial information has been prepared subsequent to the implementation of the new rules, the Company has concluded that transaction accounting adjustments made to pro forma statements of operations under the new pro forma rules
shall include nonrecurring items that are factually supportable and are directly attributable to the transaction(s) that triggered the presentation of the pro forma information. In addition, in accordance with the interpretive guidance cited above,
the Company has concluded that any adjustments made to the pro forma statements of operations for nonrecurring events shall be included in the annual pro forma income statement period that has been presented, since the transaction(s) that have
triggered the presentation of the pro forma statement(s) of operations have been assumed to have occurred at the beginning of such annual period.

Based upon the conclusions discussed above, the Company has continued to present (1) a pro forma adjustment to reflect the transaction
bonuses that will be triggered by the merger and (2) certain other nonrecurring items in its unaudited pro forma condensed combined statements of operations. All pro forma adjustments that relate to nonrecurring items have been included in the
pro forma information presented for the year ended December 31, 2020. In order to provide additional clarity as to how nonrecurring items that impact the statement of operations have been treated in connection with the preparation of the pro
forma financial information, the Company has expanded its disclosures in the “Basis of Pro Forma Presentation” discussions in both the introductory paragraphs and “NOTE 1—BASIS OF PRO FORMA PRESENTATION” to the pro forma
financial statements to include the following language:

 “Nonrecurring pro forma adjustments that impact the pro forma income of
the combined company have been recorded to the pro forma condensed combined statement of operations for the year ended December 31, 2020, as the Transactions are assumed to have occurred on January 1, 2020 for purposes of presenting pro
forma income statement information.”

 Osprey Technology Acquisition Corp.

June 25, 2021

  Page
 6

7.
 We refer you to adjustment 3f. Please expand the disclosure at (4) to
explain the calculation to determine the number of shares in the denominator attributable to current BlackSky stockholders and application of the respective exchange ratios to each of the BlackSky Class A common
shares, BlackSky preferred shares and the bridge loan. See Rule 11-02(a)(7)(ii)(D) of Regulation S-X.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 110 - 111 of
Amendment No. 1 to expand the disclosure at (4) to explain the calculation to determine the number of shares in the denominator attributable to current BlackSky stockholders and application of the respective exchange ratios to each of the
BlackSky Class A common shares, BlackSky preferred shares and the bridge loan.

 Information About BlackSky

Our Customers, page 165

8.
 Please identify here or elsewhere in the document the governments in the Middle East and Asia Pacific
which which you have material contracts. We also note your reference at page 169 to the resale of BlackSky’s suite of satellite imaging and data analytics services in Southeast Asia.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 179 of Amendment
No. 1 to identify certain resellers that BlackSky contracts with

United States securities and exchange commission logo
June 11, 2021
David DiDomenico
Chief Executive Officer and President
Osprey Technology Acquisition Corp.
1845 Walnut Street, Suite 1111
Philadelphia, PA 19103
Re:Osprey Technology Acquisition Corp.
Registration Statement on Form S-4
Filed May 13, 2021
File No. 333-256103
Dear Mr. DiDomenico:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed on May 13, 2021
Cover Page
1.We note your disclosure in the Notice on page v that public stockholders may elect to
redeem their shares even if they vote for the Business Combination Proposal.  Please
clarify here that public stockholders may elect to redeem their public shares without
voting, and if they do vote, irrespective of whether they vote for or against the Business
Combination Proposal.
Questions and Answers About Osprey's Special Stockholder Meeting
What happens if a substantial number of public stockholders vote in favor of, page viii
2.Expand this question and answer to disclose the estimated maximum number of
Osprey shares that may be redeemed and still enable the $225,000,000 condition to be

 FirstName LastNameDavid DiDomenico
 Comapany NameOsprey Technology Acquisition Corp.
 June 11, 2021 Page 2
 FirstName LastNameDavid DiDomenico
Osprey Technology Acquisition Corp.
June 11, 2021
Page 2
met.  Please also disclose the amount of funds in the trust account as of the most recent
practicable date.
Risk Factors
Additional Risks Relating to Ownership of New BlackSky Parent Class A Common Stock
Following the Merger
New BlackSky Parent's amended and restated certificate of incorporation will designate the
Court of Chancery of the State of Delaware, page 88
3.Please revise this risk factor to clarify whether this exclusive forum provision applies to
actions arising under the Securities Act or Exchange Act.  In this regard, we note your
disclosure on page 294 indicating that the exclusive forum provision would not apply to
actions arising under the Exchange Act or any other claim for which the U.S. federal
courts have exclusive jurisdiction, and that the federal district courts of the United States
will be the sole and exclusive forum for claims arising under the Securities Act.

Description of the Transactions, page 91
4.We note the entries for the deferred underwriting fee.  Please disclose the effective total
underwriting fee, on a percentage basis for shares assuming no redemptions as well
as assuming maximum redemptions.
Unaudited Pro Forma Condensed Combined Financial Information
Note 2 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
December 31, 2020, page 98
5.Refer to the table at note "O." Please revise the pro forma combined company authorized
shares so that it also presents 100 million preferred shares Osprey will be authorized to
issue.
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Statement Of Operations
for the year ended December 31, 2020, page 103
6.We note adjustment 3a relates to transaction bonuses that BlackSky will pay upon
consummation of the merger.  To the extent these bonuses are not expected to have a
continuing impact on your results, please tell us why you have adjusted your pro forma
statement of operations for this transaction cost.
7.We refer you to adjustment 3f.  Please expand the disclosure at (4) to explain the
calculation to determine the number of shares in the denominator attributable to current
BlackSky stockholders and application of the respective exchange ratios to each of the
BlackSky Class A common shares, BlackSky preferred shares and the bridge loan. See
Rule 11-02(a)(7)(ii)(D) of Regulation S-X.

 FirstName LastNameDavid DiDomenico
 Comapany NameOsprey Technology Acquisition Corp.
 June 11, 2021 Page 3
 FirstName LastNameDavid DiDomenico
Osprey Technology Acquisition Corp.
June 11, 2021
Page 3
Information About BlackSky
Our Customers, page 165
8.Please identify here or elsewhere in the document the governments in the Middle East and
Asia Pacific which which you have material contracts.  We also note your reference at
page 169 to the resale of BlackSky’s suite of satellite imaging and data analytics services
in Southeast Asia.
Unaudited Prospective Financial Information of BlackSky, page 214
9.You state that your projections are based on numerous variables and assumptions and that
you believe the assumptions were reasonable at the time the projections were prepared.
Please expand your disclosure to further describe the material assumptions underlying
your projections.  In this regard, we note that you are forecasting significant revenue
growth in all three projected periods and positive Adjusted EBITDA starting in 2022.
Clearly describe the basis for projecting these positive results, identifying the assumptions
and factors that materially impact the determination of these projections.
10.Please tell us whether you consider the prospective information total revenue and
Adjusted EBITDA disclosed at page 216 to be a forecast or projection in accordance with
Item 10(b) of Regulation S-K and the basis for your conclusion.  To the extent you have
determined this information is a forecast or projection, explain how you have applied the
appropriate format for projections in Item 10(b)(2) of Regulation S-K.
11.We note that two additional years of BlackSky projections were provided in connection
with the PIPE in February 2021.  If the Osprey board considered the additional years of
forecasts in determining to agree to the merger agreement and to recommend shareholder
approval, please ensure that your description of material factors considered addresses the
additional information and explains the purpose for the different sets of projections.
The Merger
Background of the Merger, page 216
12.Please provide all disclosure Item 1015(b)(6) of Regulation S-K requires with regard to
the financial projections, preliminary valuations, and other reports and presentations the
financial advisors, BlackSky, or its agents provided to Osprey or its representatives at
various times prior to the execution of the merger agreement.  In addition, at page 219 you
state that "Osprey and its financial advisors reviewed a number of valuation metrics" in
order to derive a valuation for BlackSky.  See Item 4(b) of Form S-4.
13.We note your disclosure indicating that BlackSky's valuation was based, in part, on
Osprey and its financial advisors' analysis of comparable companies.  Please revise your
disclosure to provide more details regarding this analysis, including the identity of the
companies, the projected multiples and other financial data used to derive such multiples
and explain how this analysis was applied to determine BlackSky's enterprise value.  In
addition, disclose the criteria used to select these companies.

 FirstName LastNameDavid DiDomenico
 Comapany NameOsprey Technology Acquisition Corp.
 June 11, 2021 Page 4
 FirstName LastName
David DiDomenico
Osprey Technology Acquisition Corp.
June 11, 2021
Page 4
14.We note that on January 12th and 13th, BlackSky and Osprey participated in several
discussions to finalize negotiations with respect to the term sheet, and that multiple
conversations took place over the course of the exclusivity period and leading up to the
execution of the merger agreement.  Revise to identify the members of management or
representatives of BlackSky and Osprey who participated in the referenced discussions
during this period.
Exhibits
15.Please file copies of BlackSky's employment agreements with Brian O'Toole and Brian
Daum as exhibits. Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.
16.We note that BlackSky Holdings, Inc. is party to an Amended and Restated Loan and
Security Agreement dated October 31, 2019 with Intelsat Jackson Holdings SA and
Seahawk SPV Investment LLC.  To the extent that any outstanding debt under the
agreement will be assumed by the combined company, please file a copy of the agreement
as an exhibit to your registration statement.
17.We note your disclosure on page 43 regarding BlackSky's dependence on LeoStella as the
sole manufacturer of its satellites and that a change to its relationship with LeoStella could
result in a material adverse effect on your business, results of operations and cash flows.
Please file the LeoStella satellite manufacturing joint venture agreement as an exhibit or
tell us why you believe it is not required to be filed.  See Item 601(b) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Brian McAllister, Staff Accountant, at 202-551-3341 or Craig
Arakawa, Accounting Branch Chief, at 202-551-3650 if you have questions regarding comments
on the financial statements and related matters.  Please contact Anuja A. Majmudar, Attorney-
Advisor, at 202-551-3844 or, in her absence, Timothy S. Levenberg, Special Counsel, at 202-
551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       C. Michael Chitwood, Esq., of Skadden, Arps et al

CORRESP
1
filename1.htm

Acceleration Request

 October 28, 2019

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Katherine
Bagley

Re:
 Osprey Technology Acquisition Corp.

Registration Statement on Form S-1

Filed October 11, 2019, as amended

File No. 333-234180

Dear Ms. Bagley:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby joins in the request of Osprey Technology Acquisition Corp. that the effective date of the
above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on October 30, 2019, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 1,500 copies of the
Preliminary Prospectus dated October 25, 2019 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

 * * *

[Signature Page Follows]

Very truly yours,

CREDIT SUISSE SECURITIES (USA) LLC,

as Representative of the Several Underwriters

By:

 /s/ Niron Stabinsky

Name:

Niron Stabinsky

Title:

Managing Director

 [Signature Page to Underwriters Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 Osprey Technology Acquisition Corp.

1845 Walnut Street, 10th Floor

Philadelphia, PA 19103

 October 28,
2019

 VIA EDGAR

 Katherine Bagley

Office of Consumer Products

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

    Re:

 Osprey Technology Acquisition Corp.

Registration Statement on Form S-1

 Filed October 11, 2019, as
amended

 File No. 333-234180

 Dear Ms. Bagley:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Osprey Technology Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00PM EDT on October 30,
2019, or as soon as practicable thereafter.

Very truly yours,

/s/ David DiDomenico

 David DiDomenico

 President and Chief
Executive Officer

 cc: Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

CORRESP

 October 11, 2019

VIA EDGAR TRANSMISSION

 Office of Consumer
Products

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street NE

 Washington, D.C.
20549

 Attn: Katherine Bagley

Re:
 Osprey Technology Acquisition Corp.

Amendment No. 4 to

Draft Registration Statement on Form S-1

Submitted September 23, 2019

CIK No. 0001753539

 Dear
Ms. Bagley:

 On behalf of Osprey Technology Acquisition Corp., a Delaware corporation (the “Company”), we submit
this letter in response to comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in its letter dated September 27, 2019 relating to Amendment No. 4
to the Draft Registration Statement on Form S-1 of the Company (the “Form S-1”) confidentially submitted with the Commission on September 23, 2019. We have revised the Form S-1 in response to the Staff’s comments and
the Company is concurrently filing the Form S-1, as revised, with this letter, which reflects these revisions and revises certain other information.

Set forth below is the Company’s response to the Staff’s comment. For ease of reference, the Staff’s comment is reproduced
below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such response is to page numbers in the Form S-1 filed concurrently herewith.

Risk Factors

 “Our amended and restated
certificate of incorporation will provide. . . “, page 55

1.
 We note your disclosure that the Court of Chancery of the State of Delaware will be the sole and exclusive
forum for certain stockholder litigation matters. We also note your disclosure in Exhibit 3.1(d) that this provision excludes “any action arising under the federal securities laws, . . . [where] the Court of Chancery and the federal district
court for the District of Delaware shall have concurrent jurisdiction” and does not apply to “suits brought to enforce a duty or liability created by the

Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.” Please clearly disclose in your filing, here and on page 124, how your exclusive forum clause
applies to actions arising under the federal securities laws, including that state and federal courts shall have concurrent jurisdiction. As a related matter, we note your disclosure that you may incur additional costs if a court were to find the
provision to be inapplicable or unenforceable. Please amend your disclosure to discuss whether there is any specific question regarding the enforceability of the provision.

In response to the Staff’s comment, the Company has revised the disclosure on pages 55-56 and pages 124-125 to disclose that state and
federal courts will have concurrent jurisdiction for actions arising under the Securities Act, and the exclusive forum provision will not apply to suits brought to enforce duties and liabilities created by the Exchange Act or any other claims for
which the federal courts have exclusive jurisdiction.

 Additionally, we have revised the disclosure on pages 55-56 to note that we believe
the risk of a court declining to enforce the choice of forum provision contained in our amended and restated certificate of incorporation is low.

*    *    *    *    *

 2

 If you have any questions regarding this letter, please contact Mark Rosenstein, the
Company’s legal counsel, at (215) 731-9450.

Sincerely yours,

 /s/ David DiDomenico

 David DiDomenico

 President and Chief Executive
Officer

 Osprey Technology Acquisition Corp.

 3

September 27, 2019
David DiDomenico
Chief Executive Officer and President
Osprey Technology Acquisition Corp.
1845 Walnut Street, 10th Floor
Philadelphia, PA 19103
Re:Osprey Technology Acquisition Corp.
Amendment No. 4 to
Draft Registration Statement on Form S-1
Submitted September 23, 2019
CIK No. 0001753539
Dear Mr. DiDomenico:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement Submitted September 23, 2019
Risk Factors
"Our amended and restated certificate of incorporation will provide . . .", page 55
1.We note your disclosure that the Court of Chancery of the State of Delaware will be the
sole and exclusive forum for certain stockholder litigation matters.  We also note your
disclosure in Exhibit 3.1(d) that this provision excludes "any action arising under the
federal securities laws, . . . [where] the Court of Chancery and the federal district court for
the District of Delaware shall have concurrent jurisdiction" and does not apply to "suits
brought to enforce a duty or liability created by the Exchange Act or any other claim for
which the federal courts have exclusive jurisdiction." Please clearly disclose in your filing,

 FirstName LastNameDavid DiDomenico
 Comapany NameOsprey Technology Acquisition Corp.
 September 27, 2019 Page 2
 FirstName LastName
David DiDomenico
Osprey Technology Acquisition Corp.
September 27, 2019
Page 2
here and on page 124, how your exclusive forum clause applies to actions arising under
the federal securities laws, including that state and federal courts shall have concurrent
jurisdiction.  As a related matter, we note your disclosure that you may incur additional
costs if a court were to find the provision to be inapplicable or unenforceable.  Please
amend your disclosure to discuss whether there is any specific question regarding the
enforceability of the provision.
            Please contact Katherine Bagley, Staff Attorney, at (202) 551-2545 or Mara Ransom,
Assistant Director, at (202) 551-3264 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products
cc:       Mark E. Rosenstein

October 24, 2018
Jonathan Z. Cohen
Chief Executive Officer
Osprey Energy Acquisition Corp. II
1845 Walnut Street, 10th Floor
Philadelphia, PA 19103
Re:Osprey Energy Acquisition Corp. II
Draft Registration Statement on Form S-1
Submitted September 28, 2018
CIK No. 0001753539
Dear Mr. Cohen:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary
Our Company, page 2
1.Please revise to ensure that the disclosure you provide regarding management's experience
is appropriately balanced, and includes disclosure of any relevant transactions or business
ventures that generated losses for investors, to the extent applicable.  Please also revise to
include the returns to date for public shareholders that purchased shares in the Osprey I
IPO, and include a recent trading price for the FLMN common stock.
2.Please provide additional disclosure about the basis for your statement that management

 FirstName LastNameJonathan Z. Cohen
 Comapany NameOsprey Energy Acquisition Corp. II
 October 24, 2018 Page 2
 FirstName LastNameJonathan Z. Cohen
Osprey Energy Acquisition Corp. II
October 24, 2018
Page 2
has "successfully deployed capital in all market cycles" and provide additional disclosure
about how management measures and defines this success.
Permitted purchases of public shares by our affiliates, page 15
3.Please revise your disclosure to clarify that one purpose and effect of your initial
shareholders, directors, executive officers, advisors or their affiliates purchasing shares
prior to your initial business combination could be to influence the vote necessary to
approve such a transaction and that, if true, there is no limit on the number of shares they
may purchase.
Manner of conducting redemptions, page 17
4.Please disclose whether the $5,000,001 of net tangible assets is calculated before or after
you pay your underwriters fees and commissions.
Dilution, page 60
5.We are unable to recalculate your net tangible book deficit of $(9,461).  Please show us
your calculation or revise.
Capitalization, page 62
6.It appears from your disclosure under the heading “Redemption of public shares and
distribution and liquidation if no initial business combination” on page 21 that redemption
of the public shares is independent of your liquidation and dissolution, which must be
separately approved by your remaining shareholders after such redemption.  Please tell us
why it is not appropriate to classify these remaining shares entirely in the mezzanine
under the guidance in paragraph 3f of ASC 480-10-S99-3A.  In this regard, it appears that
these securities are subject to a deemed liquidation event as opposed to an ordinary
liquidation event as described in this guidance.
General
7.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameJonathan Z. Cohen
 Comapany NameOsprey Energy Acquisition Corp. II
 October 24, 2018 Page 3
 FirstName LastName
Jonathan Z. Cohen
Osprey Energy Acquisition Corp. II
October 24, 2018
Page 3
            You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Jim
Allegretto, Senior Assistant Chief Accountant, at 202-551-3849 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jacqueline Kaufman,
Staff Attorney, at 202-551-3797 or Lisa Kohl, Legal Branch Chief, at 202-551-3252 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products