OYSTER ENTERPRISES ACQUISITION CORP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

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