Exhibit 99.2
Oyster Enterprises Acquisition Corp.
PRO FORMA BALANCE SHEET
As of January 22, 2021 | Pro Forma Adjustments | Pro Forma As Adjusted January 28, 2021 | ||||||||||
(unaudited) | (unaudited) | |||||||||||
Assets: | ||||||||||||
Current assets: | ||||||||||||
Cash | $ | 786,448 | $ | 600,000 | b | $ | 786,448 | |||||
(600,000 | ) | b | ||||||||||
Total current assets | 786,448 | — | 786,448 | |||||||||
Cash held in Trust Account | 200,000,000 | 30,000,000 | a | 230,000,000 | ||||||||
Total assets | $ | 200,786,448 | $ | 30,000,000 | $ | 230,786,448 | ||||||
Liabilities and Stockholders’ Equity: | ||||||||||||
Current liabilities: | ||||||||||||
Accrued offering costs | $ | 58,000 | $ | — | $ | 58,000 | ||||||
Total current liabilities | 58,000 | — | 58,000 | |||||||||
Deferred underwriting commissions in connection with the initial public offering | 7,000,000 | 1,050,000 | c | 8,050,000 | ||||||||
Total liabilities | 7,058,000 | 1,050,000 | 8,108,000 | |||||||||
Commitments and Contingencies | ||||||||||||
Class A common stock, $0.0001 par value; 18,872,844 shares at January 22, 2021 and 21,767,844 pro forma shares at January 28, 2021 authorized, issued and outstanding, subject to possible redemption at $10.00 per share | 188,728,440 | 30,000,000 | a | 217,678,440 | ||||||||
(1,050,000 | ) | d | ||||||||||
Stockholders’ Equity: | ||||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | — | |||||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,127,156 shares at January 22, 2021 and 1,232,156 pro forma shares at January 28, 2021, issued and outstanding (excluding Class A shares subject to possible redemption) | 113 | 10 | d | 123 | ||||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding | 575 | — | 575 | |||||||||
Additional paid-in capital | 5,020,320 | 600,000 | b | 5,020,310 | ||||||||
(600,000 | ) | b | ||||||||||
(1,050,000 | ) | c | ||||||||||
1,049,990 | d | |||||||||||
Accumulated deficit | (21,000 | ) | — | (21,000 | ) | |||||||
Total Stockholders’ Equity | 5,000,008 | — | 5,000,008 | |||||||||
Total Liabilities and Stockholders’ Equity | $ | 200,786,448 | $ | 30,000,000 | $ | 230,786,448 |
See accompanying note to pro forma balance sheet
Note 1 – Closing of Overallotment Option and Additional Private Placement Warrants
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Oyster Enterprises Acquisition Corp. (the “Company”) as of January 22, 2021, adjusted for the closing of the underwriters’ overallotment option and related transactions which occurred on January 28, 2021 as described below.
On January 28, 2021, the Company closed on the underwriters’ overallotment option of 3,000,000 units (the full amount), increasing the total gross proceeds from its initial public offering by $30,000,000 to $230,000,000. Additionally, on January 28, 2021, the Company closed on the sale of 600,000 additional private placement warrants at a purchase price of $1.00 per private placement warrant, generating gross proceeds of $600,000, and made a payment of $600,000 for the underwriting fee on the overallotment option. Transaction costs consist of $600,000 in cash underwriting fees and $1,050,000 of additional underwriting fees, which have been deferred until the completion of the Company’s initial business combination. Since the underwriters’ overallotment option was exercised in full, there is no forfeiture of any of the issued and outstanding shares of the Company’s Class B common stock. Pro forma adjustments to reflect the exercise of the underwriters’ overallotment option and sale of the additional private placement warrants are as follows:
Pro Forma Entries:
Debit | Credit | ||||||||
a. | Cash held in Trust Account | 30,000,000 | |||||||
Class A common stock subject to possible redemption | 30,000,000 | ||||||||
To record sale of 3,000,000 Units at $10.00 per unit | |||||||||
b. | Cash | 600,000 | |||||||
Additional paid in capital | 600,000 | ||||||||
Additional paid in capital | 600,000 | ||||||||
Cash | 600,000 | ||||||||
To record sale of 600,000 private placement warrants and payment of 2.0% cash underwriting fee on overallotment | |||||||||
c. | Additional paid in capital | 1,050,000 | |||||||
Deferred underwriting commission | 1,050,000 | ||||||||
To record the liability for the 3.5% deferred underwriting compensation on overallotment option | |||||||||
d. | Class A common stock subject to possible redemption | 1,050,000 | |||||||
Class A common stock | 10 | ||||||||
Additional paid in capital | 1,049,990 | ||||||||
To reclassify 105,000 shares of Class A common stock to restore total permanent equity above $5,000,000 as required by charter |