UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(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, 2021

☐

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 March 15, 2022, there were 23,000,000 shares of Class A common stock and 5,750,000 shares of Class B common stock of the registrant issued and outstanding.

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TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
		Page
Item 1	Financial Statements	2
	Condensed Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	2
	Condensed Statements of Operations for the Three and Nine Months ended September 30, 2021 (unaudited)	3
	Condensed Statements of Changes in Stockholders’ (Deficit) Equity for the Three and Nine Months ended September 30, 2021 (unaudited)	4
	Condensed Statement of Cash Flows for the Nine Months ended September 30, 2021 (unaudited)	5
	Notes to Condensed Financial Statements (unaudited)	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4	Controls and Procedures	25
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	27
Item 3	Defaults Upon Senior Securities	27
Item 4	Mine Safety Disclosures	27
Item 5	Other Information	27
Item 6	Exhibits	28
	PART III
	Signatures	29

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EXPLANATORY NOTE

Oyster Enterprises Acquisition Corp. (the “Company,” “Oyster Enterprises,” “we,” “us” or “our”) is filing this Amendment No. 1 (this “Amendment No. 1”) to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 to amend and restate its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 15, 2021 (the “Original Quarterly Report”).

In the course of preparing the Original Quarterly Report, the Company had determined that a change was required to be made in the manner in which the Company had previously reported the value of the redeemable Class A common stock issued in connection with the Company’s initial public offering. The Company had previously determined that the aggregate value of such redeemable Class A common stock was equal to their aggregate redemption value after taking into account the prohibition, under the Company’s Amended and Restated Certificate of Incorporation, against the Company repurchasing or redeeming Class A common stock if such transaction would cause the Company’s net tangible assets to fall below $5,000,001. However, in the course of preparing the Original Quarterly Report, the Company determined that, because each share of Class A common stock was, by its terms, redeemable, the aggregate value of the Class A common stock should be equal to their aggregate redemption value without taking into account the prohibition against transactions that would reduce net tangible assets below $5,000,001. The Company adopted this change in the Original Quarterly Report by reclassifying the requisite amount of Class A common stock from permanent to temporary equity, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock. In the Original Quarterly Report, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the Class A and Class B common stock. This presentation contemplates an initial business combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income and losses of the Company.

The Company presented in the Original Quarterly Report the reclassification as a revision, and the change in net income (loss) per share, that did not require the restatement of previously filed financial statements and presented the effect of the reclassification on the Company’s previously issued financial statements in Note 2 to the condensed financial statements. After the filing on November 15, 2021, in March 2022, the Company determined that such revisions, because of their quantitative materiality, should be considered restatements rather than revisions.

On March 14, 2022, the Company and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) balance sheet as of January 22, 2021 (the “Balance Sheet”), as reported in the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2021, (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021, and (iv) unaudited interim financial statements included in the Original Quarterly Report (collectively, the “Affected Periods” and clauses (ii) through (iv) only, the “Affected Quarterly Periods”), should no longer be relied upon and that it is appropriate to restate the Company’s financial statements for all of the Affected Periods. As a result, the Company has updated Note 2 to the unaudited condensed financial statements in this Amendment No. 1 to indicate that the error is a restatement and not a revision and also to include in such Note 2 the restatement of net income (loss) per share for each of the Affected Quarterly Periods. The Balance Sheet will be restated by the Company in a future SEC filing.

In addition, the Company has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting for accounting for complex financial instruments during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 to Part 1 of this Amendment No. 1.

The changes described above did not have any impact on the Company’s cash position or on the balance held in the Company’s trust account established in connection with its January 2021 initial public offering.

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PART I - FINANCIAL INFORMATION

Item 1.Financial Statements

OYSTER ENTERPRISES ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2021		December 31, 2020
	(unaudited)
Assets:
Current assets:
Cash	$	452,840	$	39,907
Prepaid expenses		1,979		—
Total current assets		454,819		39,907
Deferred offering costs associated with initial public offering		—		396,688
Investments held in Trust Account		230,009,544		—
Total assets	$	230,464,363	$	436,595

Liabilities and Stockholders’ (Deficit) Equity:
Current liabilities:
Accounts payable	$	22,815	$	36,595
Accrued expenses		182,424		21,000
Accrued offering costs		—		300,000
Note payable – related party		—		75,000
Total current liabilities		205,239		432,595
Deferred underwriting commissions in connection with the initial public offering		8,050,000		—
Warrant liabilities		9,747,000		—
Total liabilities		18,002,239		432,595

Commitments and Contingencies (Note 6)

Class A common stock, $0.0001 par value; 23,000,000 and none shares authorized, issued and outstanding, subject to possible redemption at $10.00 per share, at September 30, 2021 and December 31, 2020, respectively		230,000,000		—
Stockholders’ (Deficit) Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2021 and December 31, 2020		—		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized at September 30, 2021 and December 31, 2020; 5,750,000 shares issued and outstanding at September 30, 2021 and December 31, 2020⁽¹⁾		575		575
Additional paid-in capital		—		24,425
Accumulated deficit		(17,538,451)		(21,000)
Total Stockholders’ (Deficit) Equity	$	(17,537,876)	$	4,000
Total Liabilities and Stockholders’ (Deficit) Equity	$	230,464,363	$	436,595

⁽¹⁾ As of December 31, 2020, the number includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On January 25, 2021, the underwriters exercised their over-allotment option in full; thus, no shares of Class B common stock remain subject to forfeiture as of September 30, 2021

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

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OYSTER ENTERPRISES ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021
General and administrative costs	$	197,279	$	478,868
Loss from operations		(197,279)		(478,868)
Other income (expense), net:
Investment income on Trust Account		3,534		9,544
Change in fair value of warrant liabilities		2,888,000		7,958,000
Transaction costs		—		(672,964)
Total other income (expense), net		2,891,534		7,294,580
Net income	$	2,694,255	$	6,815,712

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

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

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OYSTER ENTERPRISES ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(Unaudited)


									Retained		Total
	Common Stock			Common Stock			Additional		Earnings		Stockholders’
	Class A			Class B			Paid-in		(Accumulated		(Deficit)
	Shares	Amount		Shares	Amount		Capital		Deficit)		Equity
Balance — January 1, 2021	—	$	—	5,750,000	$	575	$	24,425	$	(21,000)	$	4,000
Accretion for Class A Common Stock to redemption amount				—		—		(24,425)		(24,333,163)		(24,357,588)
Net income	—		—	—		—		—		7,865,003		7,865,003
Balance — March 31, 2021 (as Restated)	—	$	—	5,750,000	$	575	$	—	$	(16,489,160)	$	(16,488,585)
Net loss	—		—	—		—		—		(3,743,546)		(3,743,546)
Balance —June 30, 2021 (as Restated)	—	$	—	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.

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OYSTER ENTERPRISES ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2021

(Unaudited)


Cash Flows from Operating Activities:
Net income	$	6,815,712
Adjustments to reconcile net income to net cash used in operating activities:
Income earned on investments held in Trust Account		(9,544)
Change in fair value of warrant liabilities		(7,958,000)
Changes in operating assets and liabilities:
Prepaid expenses		(1,979)
Accounts payable		22,815
Accrued expenses		161,424
Net cash used in operating activities		(969,572)

Cash Flows from Investing activities:
Investment of cash into Trust Account		(230,000,000)
Net cash used in investing activities		(230,000,000)

Cash Flows from Financing activities:
Proceeds from sale of Units, net of underwriting discounts paid		225,953,432
Proceeds from sale of Private Placement Warrants		6,550,000
Repayment of note payable-related party		(75,000)
Payment of offering costs		(1,045,927)
Net cash provided by financing activities		231,382,505

Net increase in cash		412,933
Cash—beginning of the period		39,907
Cash—ending of the period	$	452,840

Supplemental disclosure of noncash activities:
Deferred underwriting fee payable	$	8,050,000

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

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OYSTER ENTERPRISES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(Unaudited)

(As Restated)

Note 1 — Description of Organization and Business Operations

Organization and General

Oyster Enterprises Acquisition Corp. (the “Company”) is a blank check company that was incorporated in Delaware on October 22, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”) described below. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (Note 4). The Company might also generate non-operating income from the changes in fair value of warrant liabilities. The Company has selected December 31st as its fiscal year end.

Sponsor and Initial Financing

The Company’s sponsor is Oyster Enterprises LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2021. On January 22, 2021, the Company closed its Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $12.2 million, inclusive of $7.0 million in deferred underwriting commissions (Note 6). On January 28, 2021, the Company consummated the sale of an additional 3,000,000 Units (the “Over-Allotment Units) at the Initial Public Offering price of $10.00 per Unit pursuant to the full exercise by the underwriters of the Initial Public Offering of their over-allotment option, generating additional gross proceeds of $30.0 million, and incurring additional offering costs of approximately $1.7 million, inclusive of approximately $1.1 million in deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (“Private Placement”) of an aggregate of 5,950,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor and the underwriters at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5.95 million (Note 5). On January 28, 2021, in connection with the consummation of the sale of additional Units pursuant to the underwriters’ exercise in full of their over-allotment option, the Company sold an additional 600,000 Private Placement Warrants in aggregate to the Sponsor and the underwriters at a price of $1.00 per Private Placement Warrant, generating additional gross proceeds of approximately $0.6 million.

The Trust Account

Upon the closing of the Initial Public Offering and the Private Placement on January 22, 2021 and the sale of Over-Allotment Units on January 28, 2021, an amount of $230.0 million ($10.00 per Unit) of the net proceeds from the Initial Public Offering, the Private Placement and the sale of Over-allotment Units, were placed in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company, acting as trustee. The funds in the Trust Account are invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account as described below.

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Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the proceeds from the Initial Public Offering and the Private Placement deposited in the Trust Account will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s Initial Business Combination; (ii) the redemption of any shares of Class A common stock sold as part of the Units (as defined below) (Note 4) in the Initial Public Offering, (the Public Shares), that have been properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide holders of Public Shares the right to have their Public Shares redeemed or to redeem 100% of the Public Shares if the Company does not complete its Initial Business Combination within 24 months from the closing of the Initial Public Offering, as such period may be extended by a stockholder vote, the (“Combination Period”) or (B) with respect to any other material provision relating to stockholders’ rights or pre-Initial Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

Initial Business Combination

The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account and taxes payable on the income earned in the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination.

The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Initial Business Combination upon consummation of the Initial Business Combination. In such case, the Company would not proceed with the redemption of the Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.

If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its Public Shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes.

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Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination during the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the Company’s directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) (Note 5) held by them if the Company fails to complete an Initial Business Combination during the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination during the Combination Period.

Liquidity and Capital Resources and Going Concern

As of September 30, 2021, the Company had approximately $453,000 in its operating bank account and working capital surplus of approximately $250,000. The Company’s liquidity needs to date have been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan of up to $350,000 under a promissory note from the Sponsor (see Note 5), and the net proceeds of $724,000 from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the $75,000 outstanding balance of the Note (as defined in Note 5) on January 22, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, Alden Global Capital LLC (“Alden Global”) or any other affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 2021, the Company had not entered into any Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company has until January 22, 2023 (“Liquidation Date”) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 22, 2023.

Note 2 — Restatement of Previously Issued Financial Statements

In connection with the preparation of the Company’s unaudited condensed financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Public Shares subject to possible redemption. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement of the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

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The Company also restated its net earnings (loss) per share calculation to allocate income and losses shared pro rata between the three classes of shares. The Company has restated the filing periods presented below.

There has been no change in the Company’s total assets, liabilities, cash flows or net income (loss).

Impact of the Restatement

The impact of the restatement on the Company’s previously reported unaudited condensed financial statements is reflected in the following table:


	As Previously
	Reported		Adjustment		As Restated
Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 24, 2021)

Class A common stock, $0.0001 par value; shares subject to possible redemption at $10.00 per share	$	208,511,410	$	21,488,590	$	230,000,000

Stockholders’ Equity (Deficit):
Class A common stock, $0.0001 par value	$	215	$	(215)	$	—
Retained earnings (Accumulated deficit)	$	4,999,215	$	(21,488,375)	$	(16,489,160)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(21,488,590)	$	(16,488,585)
Shares subject to possible redemption		20,851,141		2,148,859		23,000,000

Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 13, 2021)

Class A common stock, $0.0001 par value; shares subject to possible redemption at $10.00 per share	$	204,767,860	$	25,232,140	$	230,000,000

Stockholders’ Equity (Deficit):
Class A common stock, $0.0001 par value	$	252	$	(252)	$	—
Additional paid-in capital	$	898,725	$	(898,725)	$	—
Retained earnings (Accumulated deficit)	$	4,100,457	$	(24,333,163)	$	(20,232,706)
Total Stockholders’ Equity (Deficit)	$	5,000,009	$	(25,232,140)	$	(20,232,131)
Shares subject to possible redemption		20,476,786		2,523,214		23,000,000

Statement of Operations for the Three Months Ended March 31, 2021 (per form 10-Q filed on May 24, 2021)

Weighted average shares outstanding of Class A redeemable common stock		22,739,130		(5,305,797)		17,433,333
Basic and diluted earnings per share, Class A	$	0.00	$	0.34	$	0.34
Weighted average shares outstanding of Class B non-redeemable common stock		5,516,667		—		5,516,667
Basic and diluted earnings per share, Class B	$	1.43	$	(1.09)	$	0.34

Statement of Operations for the Three Months Ended June 30, 2021 (per form 10-Q filed on August 13, 2021)

Basic and diluted weighted average shares outstanding of Class A redeemable common stock common stock		23,000,000		—		23,000,000
Basic and diluted earnings per share, Class A common stock	$	0.00	$	(0.13)	$	(0.13)
Basic and diluted weighted average shares outstanding of Class B non-redeemable common stock common stock		5,750,000		—		5,750,000
Basic and diluted earnings per share, Class B common stock	$	(0.65)	$	0.52	$	(0.13)

Statement of Operations for the Six Months Ended June 30, 2021 (per form 10-Q filed on August 13, 2021)

Basic and diluted weighted average shares outstanding of Class A redeemable common stock common stock		22,887,500		(2,655,456)		20,232,044
Basic and diluted earnings per share, Class A common stock	$	0.00	$	0.16	$	0.16
Basic and diluted weighted average shares outstanding of Class B non-redeemable common stock common stock		5,633,978		—

SEC Form 10-Q/A filed by Oyster Enterprises Acquisition Corp. (Amendment)