UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-39910

Oyster Enterprises Acquisition Corp.

(Exact name of registrant as specified in its charter)


Delaware		85-3607783
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

777 South Flagler Drive, Suite 800W
West Palm Beach, FL		33401
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 888-5500

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant to purchase one share of Class A common stock	OSTRU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	OSTR	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment	OSTRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of October 31, 2022, there were 23,000,000 Units, 5,750,000 shares of Class A common stock and 5,750,000 shares of Class B common stock of the registrant issued and outstanding.

Table of Contents

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1	Financial Statements	1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4	Controls and Procedures	26
PART II – OTHER INFORMATION
Item 1	Legal Proceedings	26
Item 1A	Risk Factors	26
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3	Defaults Upon Senior Securities	28
Item 4	Mine Safety Disclosures	28
Item 5	Other Information	28
Item 6	Exhibits	29

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements

OYSTER ENTERPRISES ACQUISITION CORP.

INDEX TO CONDENSED FINANCIAL
STATEMENTS

		Page

Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021		2
Condensed Statements of Operations for the Three and Nine Months ended September 30, 2022 and 2021 (unaudited)		3
Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine Months ended September 30, 2022 and 2021 (unaudited)		4
Condensed Statements of Cash Flows for the Nine Months ended September 30, 2022 and 2021 (unaudited)		5
Notes to Condensed Financial Statements (unaudited)		6

Table of Contents

OYSTER ENTERPRISES ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
	(unaudited)
Assets:
Current assets:
Cash	$	462,551	$	673,211
Prepaid expenses		16,914		729
Total current assets		479,465		673,940
Investments held in Trust Account		231,399,410		230,013,905
Total assets	$	231,878,875	$	230,687,845

Liabilities, Class A common stock subject to possible redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	97,358	$	—
Accrued expenses		20,407		33,949
Working Capital Loans – related party		1,000,000		500,000
Franchise tax payable		64,847		195,118
Total current liabilities		1,182,612		729,067
Deferred underwriting commissions in connection with the initial public offering		8,050,000		8,050,000
Warrant liabilities		2,888,000		8,303,000
Total liabilities		12,120,612		17,082,067

Commitments and contingencies

Class A common stock, $0.0001 par value; 23,000,000 shares authorized, issued and outstanding, subject to possible redemption at $10.05 and $10.00 per share, at September 30, 2022 and December 31, 2021, respectively		231,119,139		230,000,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding (excluding 23,000,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding at September 30, 2022 and December 31, 2021		575		575
Additional paid-in capital		—		—
Accumulated deficit		(11,361,451)		(16,394,797)
Total Stockholders’ Deficit		(11,360,876)		(16,394,222)
Total Liabilities, Class A common stock subject to possible redemption and Stockholders’ Deficit	$	231,878,875	$	230,687,845

The accompanying notes are an integral part of these condensed financial statements.

Table of Contents

OYSTER ENTERPRISES ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

Three and Nine Months Ended September 30, 2022 and 2021

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

General and administrative costs	$	164,001	$	197,279	$	498,020	$	478,868
Franchise tax expense		50,000		—		150,000		—
Loss from operations		(214,001)		(197,279)		(648,020)		(478,868)
Other income (expense), net:
Investment income on Trust Account		1,040,051		3,534		1,385,505		9,544
Change in fair value of warrant liabilities		(541,500)		2,888,000		5,415,000		7,958,000
Transaction costs allocated to warrant liabilities		—		—		—		(672,964)
Total other income, net		498,551		2,891,534		6,800,505		7,294,580
Net income	$	284,550	$	2,694,255	$	6,152,485	$	6,815,712

Weighted average shares outstanding of Class A redeemable common stock		23,000,000		23,000,000		23,000,000		21,080,586
Basic and diluted earnings per share, Class A	$	0.01	$	0.09	$	0.21	$	0.25
Weighted average shares outstanding of Class B non-redeemable common stock		5,750,000		5,750,000		5,750,000		5,673,077
Basic and diluted earnings per share, Class B	$	0.01	$	0.09	$	0.21	$	0.25

The accompanying notes are an integral part of these condensed financial statements.

Table of Contents

OYSTER ENTERPRISES ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three and Nine Months Ended September 30, 2022 and 2021

(Unaudited)


	Common Stock			Common Stock			Additional				Total
	Class A			Class B			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2022	—	$	—	5,750,000	$	575	$	—	$	(16,394,797)	$	(16,394,222)
Net income	—		—	—		—		—		3,517,042		3,517,042
Balance — March 31, 2022	—		—	5,750,000		575		—		(12,877,755)		(12,877,180)
Accretion for Class A Common Stock to redemption value	—		—	—		—		—		(79,088)		(79,088)
Net income	—		—	—		—		—		2,350,893		2,350,893
Balance— June 30, 2022	—		—	5,750,000		575		—		(10,605,950)		(10,605,375)
Accretion for Class A Common Stock to redemption value	—		—	—		—		—		(1,040,051)		(1,040,051)
Net income	—		—	—		—		—		284,550		284,550
Balance — September 30, 2022	—	$	—	5,750,000	$	575	$	—	$	(11,361,451)	$	(11,360,876)


											Total
	Common Stock			Common Stock			Additional				Stockholders’
	Class A			Class B			Paid-in		Accumulated		Equity
	Shares	Amount		Shares	Amount		Capital		Deficit		(Deficit)
Balance — January 1, 2021	—	$	—	5,750,000	$	575	$	24,425	$	(21,000)	$	4,000
Accretion for Class A Common Stock to redemption value	—		—	—		—		(24,425)		(24,333,163)		(24,357,588)
Net income	—		—	—		—		—		7,865,003		7,865,003
Balance— March 31, 2021	—		—	5,750,000		575		—		(16,489,160)		(16,488,585)
Net loss	—		—	—		—		—		(3,743,546)		(3,743,546)
Balance — June 30, 2021	—		—	5,750,000		575		—		(20,232,706)		(20,232,131)
Net income	—		—	—		—		—		2,694,255		2,694,255
Balance — September 30, 2021	—	$	—	5,750,000	$	575	$	—	$	(17,538,451)	$	(17,537,876)

The accompanying notes are an integral part of these condensed financial statements.

Table of Contents

OYSTER ENTERPRISES ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months September 30, 2022 and 2021

(Unaudited)


	Nine Months Ended
	September 30,
	2022		2021
Cash Flows from Operating Activities:
Net income	$	6,152,485	$	6,815,712
Adjustments to reconcile net income to net cash used in operating activities:
Income earned on investments held in Trust Account		(1,385,505)		(9,544)
Change in fair value of warrant liabilities		(5,415,000)		(7,958,000)
Changes in operating assets and liabilities:
Prepaid expenses		(16,185)		(1,979)
Accounts payable		97,358		22,815
Accrued expenses		(13,542)		161,424
Franchise tax payable		(130,271)		—
Net cash used in operating activities		(710,660)

SEC Form 10-Q filed by Oyster Enterprises Acquisition Corp.