United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

~~March~~November 1428, 2022

Date of Report (Date of earliest event reported)

Oyster Enterprises Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-39910	85-3607783
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading ~~Symbol(s)~~Symbols	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
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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. ¨

Item 48.0201 ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

On November 1528, ~~2021~~2022, Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), filed ~~its~~a ~~Form 10-Q~~definitive ~~for~~proxy ~~the~~statement ~~quarterly period ended September 30,~~relating ~~2021~~to ~~(the~~a ~~“Q3~~special ~~Form 10-Q”),~~meeting ~~which~~of ~~included~~stockholders into ~~Note~~approve 2,(i) an ~~Revision~~amendment of(the ~~Previously~~“Charter ~~Issued~~Amendment”) ~~Financial Statements~~ to the Company’s Amended ~~unaudited~~and ~~interim~~Restated ~~financial~~Certificate ~~statements~~of Incorporation (the “~~Note~~Charter 2Amendment Proposal”), aand ~~discussion~~(ii) ofan ~~the~~amendment ~~revision~~ to ~~a portion of~~ the ~~Company’s~~Investment ~~previously~~Management ~~issued~~Trust ~~financial~~Agreement, ~~statements~~dated ~~for~~January ~~the~~19, ~~classification~~2021, ofby ~~its~~and ~~Class A~~between ~~common~~the ~~stock~~Company ~~subject~~and toContinental ~~possible~~Stock ~~redemption~~Transfer ~~issued~~& asTrust ~~part~~Company, ofa ~~the~~New York corporation, ~~units~~as ~~sold~~trustee in(together with the ~~Company’s~~Charter ~~initial~~Amendment ~~public~~Proposal, ~~offering~~the (“~~IPO~~Proposals”), onwhich ~~January 22~~would, ~~2021.~~if Asimplemented, ~~described~~allow inthe ~~Note~~Company to 2,redeem ~~upon~~all of its ~~IPO,~~ ~~the~~issued ~~Company~~and ~~classified~~outstanding ashares ~~portion~~ of ~~the~~ Class A common stock, aspar ~~permanent~~value ~~equity to maintain net tangible assets greater than~~ $~~5,000,000~~0.0001 onper ~~the~~share ~~basis that~~ (the ~~Company~~“Public ~~will~~Shares”), in ~~consummate~~advance ~~its~~of ~~initial business combination only if~~ the Company’s ~~has~~original ~~net~~termination ~~tangible~~date ~~assets~~ of atJanuary ~~least $5~~22,~~000,001.~~ ~~The~~2023 ~~Company~~by ~~re-evaluated~~changing the ~~conclusion~~date ~~and~~by ~~determined~~which ~~that~~ the ~~Class A~~Company ~~common~~must ~~stock~~cease ~~included~~all operations, ~~certain~~except ~~provisions that~~for ~~require~~the ~~classification~~purpose of ~~the~~winding ~~Class A~~up, ~~common~~if ~~stock~~it asfails ~~temporary~~to ~~equity~~consummate ~~regardless~~a ofmerger, ~~the~~capital ~~minimum~~stock ~~net~~exchange, ~~tangible~~asset ~~assets~~acquisition, ~~required~~stock topurchase, ~~complete~~reorganization ~~the~~or ~~Company’s~~similar ~~initial~~ business combination. As(each, a ~~result,~~“Business ~~the~~Combination”) ~~Company~~from ~~corrected~~January ~~the~~22, ~~error~~2023 byto ~~reclassifying~~the ~~all Class A~~later ~~common~~of ~~stock~~(x) ~~subject~~December to19, ~~possible~~2022 ~~redemption~~or ~~from~~(y) ~~permanent~~the ~~equity~~date toof ~~temporary equity. This resulted in an adjustment to~~ the ~~initial~~effectiveness ~~carrying value~~ of the ~~Class A~~Charter ~~common~~Amendment ~~stock~~pursuant ~~subject~~ to ~~possible redemption with~~ the ~~offset~~General ~~recorded~~Corporation toLaw ~~additional~~of ~~paid-in capital (to~~ the ~~extent~~ ~~available),~~State ~~accumulated~~of ~~deficit~~Delaware ~~and~~(the ~~Class A~~“Amended ~~common~~Termination ~~stock~~Date”).

~~Also~~If inthe ~~Note~~Proposals 2are ~~of the~~approved, Q3and ~~Form 10-Q,~~because inthe ~~connection~~Company ~~with~~will ~~the~~not ~~change~~be inable ~~presentation~~to ~~for~~complete ~~the~~an ~~Class A~~initial ~~common~~Business ~~stock~~Combination ~~subject~~by tothe ~~possible~~Amended ~~redemption~~Termination Date, the Company ~~revised~~will be obligated to redeem all of its ~~earnings~~issued ~~per~~and ~~share~~outstanding ~~calculation~~Public toShares ~~allocate~~as ~~income~~promptly ~~and~~as ~~losses~~reasonably ~~pro~~possible ~~rata~~but ~~between~~not more than ten business days after the ~~two~~Amended ~~classes~~Termination ofDate ~~shares~~(the “Mandatory Redemption”). ~~This~~The ~~presentation~~Company expects to complete the Mandatory Redemption ~~differs~~on ~~from~~or around December 22, 2022, if stockholders approve the ~~previously~~Proposals. ~~presented~~Additionally, ~~method~~the last day of ~~earnings~~trading ~~per~~of ~~share~~the Public Shares will be December 19, ~~which~~2022, ~~was~~if ~~similar~~stockholders toapprove the ~~two-class method~~Proposals.

The ~~Company~~virtual ~~initially determined~~special ~~the changes were not qualitatively material to the Company’s previously issued financial statements and revised its previously~~meeting ~~issued~~will ~~financial~~be ~~statements~~held inon ~~Note~~Monday, 2December ~~to its Q3 Form 10-Q. However~~19, ~~upon~~2022 ~~further~~at ~~consideration~~11:00 ofa.m. ~~the~~Eastern ~~material nature of the changes~~Time, ~~the~~ ~~Company~~and ~~determined~~ the ~~change~~record indate ~~classification~~for of the ~~Class A~~meeting ~~common stock subject to possible redemption and change to its presentation of earnings per share~~ is ~~quantitatively material and~~ the ~~Company~~close ~~should~~of ~~restate~~business ~~its~~on November ~~previously~~21, ~~issued financial statements~~2022.

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) audited balance sheet as of January 22, 2021 (the “Audited Balance Sheet”), as reported in the Company’s Current Report on Form 8Forward-KLooking filed with the U.S. Securities and Exchange Commission (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 Q3 Form 10-Q, filed with the SEC on November 15, 2021 (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 intends to restate its financial statements for all of the Affected Quarterly Periods in Amendment No. 1 to the Company’s Q3 Form 10-Q (the “Amended Q3 Form 10-Q”) to be filed with the SEC as soon as practicable. The Amended Q3 Form 10-Q will include restatements of the unaudited interim condensed financial statements for all of the Affected Quarterly Periods. In addition, the Company intends to restate the Audited Balance Sheet in a future filing with the SEC.Statements

~~The~~Certain statements included in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the Company’s ~~does~~anticipated ~~not~~redemption, liquidation and dissolution, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” ~~any~~“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the ~~above~~events, ~~changes~~performance and ~~will~~results ~~have~~discussed ~~any~~in ~~impact~~the onforward-looking ~~its~~statements. ~~cash~~For ~~position~~information identifying important factors and ~~cash~~risks ~~held~~that could cause actual results to differ materially from those anticipated in the ~~trust~~forward-looking ~~account~~statements, ~~established~~please inrefer ~~connection~~to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, subsequent Quarterly Reports on Form 10-Q and other documents the Company has filed with the ~~IPO~~U.S. Securities and Exchange Commission (the “SEC”), as amended from time to time. Copies of the Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov.

~~The~~Forward-looking ~~Company~~statements speak ~~has~~only ~~concluded~~as ~~that~~of inthe ~~light~~date ofthey are made, and the ~~classification~~ ~~error~~Company ~~described~~undertakes ~~above~~no obligations to update or revise these forward-looking statements, whether as a ~~material~~result ~~weakness~~of ~~exists~~new ininformation, ~~the~~future ~~Company’s~~events ~~internal~~or ~~control~~otherwise, ~~over~~except ~~financial~~as ~~reporting~~required ~~for accounting~~by ~~for~~law. ~~complex~~Nothing ~~financial~~in ~~instruments~~this ~~during~~Current ~~the~~Report ~~Affected~~on ~~Periods~~Form 8-K should be ~~and~~regarded as a representation by any person that the ~~Company’s~~forward-looking ~~disclosure~~statements ~~controls~~set ~~and~~forth ~~procedures were~~herein ~~not~~will ~~effective.~~be ~~The~~achieved ~~Company’s~~or ~~remediation~~that ~~plan~~any ~~with~~of ~~respect~~the contemplated toresults of such ~~material~~forward-looking ~~weakness~~statements will be ~~described~~achieved. inThe ~~more~~inclusion ~~detail~~of any statement in ~~the Amended~~this Q3Current Report on Form 108-QK does not constitute an admission by the Company or any other person that the events or circumstances described in any such statement are material.

The Company and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Pursuant~~Dated: toNovember ~~the requirements of the Securities Exchange Act of 1934~~28, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2022

Dated: March 14, 2022
	OYSTER ENTERPRISES ACQUISITION CORP.
	By:	/s/ Heath Freeman
		Name: Heath Freeman
		Title: Chief Executive Officer

	OYSTER ENTERPRISES ACQUISITION CORP.

	By:		/s/ Heath B. Freeman
			Name: Heath B. Freeman
			Title: Chief Executive Officer

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