Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 3.03 of this Current Report on Form 8-K related to the amendment of the Trust Agreement (as defined below) is incorporated by reference into this Item 1.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the special meeting of stockholders of
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting held on
Proposal No. 1 - The Charter Amendment Proposal - to adopt the Charter Amendment to amend the date by which the Company must cease all operations, except for the purpose of winding up, if it fails to complete a Business Combination from the Original Termination Date to the Amended Termination Date.
For Against Abstain Broker Non-Votes 21,168,477 5,600 0 N/A
Proposal No. 2 - The Early Termination Trust Amendment Proposal - to amend the Trust Agreement to change the date on which Continental must commence liquidation of the trust account established in connection with the Company's initial public offering from the Original Termination Date to the Amended Termination Date.
For Against Abstain Broker Non-Votes
21,168,477 5,600 0 N/A
As there were sufficient votes to approve the Proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to stockholders.
Item 8.01 Other Events. Mandatory Redemption
Since the Proposals were approved, and because the Company will not be able to
complete a Business Combination by the Amended Termination Date, the Company
will be obligated to redeem all outstanding Public Shares as promptly as
reasonably possible but not more than ten business days after the Amended
Termination Date (the "Mandatory Redemption"), and the Company's warrants will
expire worthless. The Company expects to complete the Mandatory Redemption on or
around
Delisting and Deregistration
On
In connection with the foregoing matters, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference in its entirety into this Item 8.01.
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K are
"forward-looking statements" within the meaning of Section 21E of the Exchange
Act and the Private Securities Litigation Reform Act of 1995, as amended,
including, without limitation, statements regarding the Company's anticipated
redemption, liquidation, delisting, deregistration 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," "intend," "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 events, performance and results
discussed in the forward-looking statements. For information identifying
important factors and risks that could cause actual results to differ materially
from those anticipated in the forward-looking statements, please refer to the
Company's Annual Report on Form 10-K for the year ended
Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligations to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by the Company or any other person that the events or circumstances described in any such statement are material.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation ofOyster Enterprises Acquisition Corp. 10.1 Amendment to the Investment Management Trust Agreement, datedDecember 19, 2022 , by and betweenOyster Enterprises Acquisition Corp. andContinental Stock Transfer & Trust Company 99.1 Press Release, datedDecember 19, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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