Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to an Underwriting Agreement, dated
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-251833) related to the IPO, originally filed
with the
· The Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto
and incorporated herein by reference.
· A Warrant Agreement, dated
Continental Stock Transfer & Trust Company , as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
· A Letter Agreement, dated
officers, directors, andOyster Enterprises LLC (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
·
between the Company andContinental Stock Transfer & Trust Company , as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.
· A Registration Rights Agreement, dated
Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
· A Private Placement Warrants Subscription Agreement, dated
and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference.
· A Private Placement Warrants Subscription Agreement, dated
and between the Company andImperial Capital , a copy of which is attached as Exhibit 10.5 and incorporated herein by reference. 2
· A Private Placement Warrants Subscription Agreement, dated
and between the Company and I-Bankers, a copy of which is attached as Exhibit 10.6 and incorporated herein by reference.
· Indemnity Agreements, each dated as of
Company and each of the officers and directors of the Company. Each Indemnity Agreement is consistent with the form of Indemnity Agreement that was previously filed with the Registration Statement and is incorporated herein by reference as Exhibit 10.7 hereto.
Item 3.02. Unregistered Sales of
Simultaneously with the closing of the IPO, the Company consummated a private
placement (the "Private Placement") with the Sponsor and the Underwriters of an
aggregate of 5,950,000 warrants (the "Private Warrants") at a price of
The Private Warrants are identical to the Warrants (as defined above) sold in the IPO except that the Private Warrants will be non-redeemable in certain redemption scenarios and may be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor, the Underwriters or their permitted transferees. Additionally, the Sponsor and the Underwriters have agreed not to transfer, assign, or sell any of the Private Warrants or the shares of Class A Common Stock underlying them (except in limited circumstances, as described in the Registration Statement) until the date that is 30 days after the date the Company completes its initial business combination. The Private Warrants held by the Underwriters will also not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i). The Sponsor and the Underwriters were granted certain demand and piggyback registration rights in connection with the purchase of the Private Warrants.
The Private Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
Item 8.01 Other Events
As of
3
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 1.1 Underwriting Agreement, datedJanuary 19, 2021 , by and between the Company andImperial Capital , as representative of the Underwriters 3.1 Amended and Restated Certificate of Incorporation of the Company 3.2 Amended and Restated Bylaws of the Company 4.1 Warrant Agreement, datedJanuary 19, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent 10.1 Letter Agreement, datedJanuary 19, 2021 , by and among the Company, its officers and directors, and the Sponsor 10.2 Investment Management Trust Agreement, datedJanuary 19, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee 10.3 Registration Rights Agreement, datedJanuary 19, 2021 , by and among the Company and certain security holders 10.4 Private Placement Warrants Subscription Agreement, datedJanuary 19, 2021 , by and between the Company and the Sponsor 10.5 Private Placement Warrants Subscription Agreement, datedJanuary 19, 2021 , by and between the Company andImperial Capital 10.6 Private Placement Warrants Subscription Agreement, datedJanuary 19, 2021 , by and between the Company and I-Bankers. 10.7 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.8 to the Registration Statement (Amendment No. 2 thereto filed with the Commission onJanuary 13, 2021 )) 4
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