Item 1.01. Entry into a Material Definitive Agreement
The disclosure contained in Item 2.03 is incorporated by reference into this
Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On December 30, 2021, Oyster Enterprises Acquisition Corp. (the "Company")
issued an unsecured promissory note (the "Note") to Oyster Enterprises LLC (the
"Sponsor"), which provides for borrowings from time to time of up to an
aggregate of $1,500,000, and the Company borrowed $500,000 under the Note on the
same date. The proceeds of the Note will be used for working capital purposes.
The Note does not bear interest and is repayable in full upon consummation of
the Company's initial business combination (a "Business Combination"). If the
Company does not complete a Business Combination, the Note shall not be repaid
and all amounts owed under it will be forgiven except to the extent that the
Company has funds available to it outside of its trust account established in
connection with the Company's initial public offering (the "IPO"). Upon the
consummation of a Business Combination, the Sponsor shall have the option, but
not the obligation, to convert the principal balance of the Note, in whole or in
part, into that number of warrants to purchase one share of Class A common
stock, $0.0001 par value per share, of the Company (the "Working Capital
Warrants") equal to the principal amount of the Note so converted divided by
$1.00. The terms of the Working Capital Warrants will be identical to the terms
of the warrants issued by the Company to the Sponsor in a private placement that
took place simultaneously with the closing of the Company's IPO on January 22,
2021. The Note is subject to customary events of default, the occurrence of
which automatically trigger the unpaid principal balance of the Note and all
other sums payable with regard to the Note becoming immediately due and payable.
The Note was issued pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The disclosure set forth in this Item 2.03 is
intended to be a summary only and is qualified in its entirety by reference to
the Note.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description of Exhibits
10.1 Promissory Note, dated December 30, 2021, issued by Oyster
Enterprises Acquisition Corp. to Oyster Enterprises LLC.
104* Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
© Edgar Online, source Glimpses