United States securities and exchange commission logo





                              January 7, 2021

       Heath Freeman
       Chief Executive Officer
       Oyster Enterprises Acquisition Corp.
       300 Main Street
       Stamford, Connecticut 06901

                                                        Re: Oyster Enterprises
Acquisition Corp.
                                                            Form S-1 filed
December 30, 2020
                                                            File No. 333-251833

       Dear Mr. Freeman:

                                                        We have reviewed your
registration statement and have the following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed December 30, 2020

       Our warrant agreement will designate the courts of the State of New
York..., page 60

   1.                                                   We note that this
section indicates the warrant agreement will provide that actions under
                                                        the Securities Act must
be brought in courts of the State of New York or the United States
                                                        District Court for the
Southern District of New York. However, the Warrant Agreement
                                                        (Exhibit 4.4, Section
9.3) is silent with regard to the Securities Act. Please reconcile the
                                                        disclosure with the
exhibit. We may have additional comments.
       Provisions in our amended and restated certificate of incorporation and
Delaware law may have
       the effect..., page 64

   2.                                                   We note that this
section is still inconsistent with your disclosure on page 144 under
                                                        "Exclusive Forum for
Certain Lawsuits". This section does not discuss claims under the
                                                        Exchange Act while the
section on page 144 states that the provision does not apply to
                                                        claims under the
Exchange Act. Please revise and also insure that the relevant Exhibit
                                                        provision is consistent
when filed.
 Heath Freeman
Oyster Enterprises Acquisition Corp.
January 7, 2021
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Frank Knapp at 202-551-3805 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Todd Schiffman at 202-551-3491 or Pam Long at 202-551-3765 with any
other
questions.



FirstName LastNameHeath Freeman                            Sincerely,
Comapany NameOyster Enterprises Acquisition Corp.
                                                           Division of
Corporation Finance
January 7, 2021 Page 2                                     Office of Real
Estate & Construction
FirstName LastName