Part I. Financial Information [Financial Statements](index=8&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed financial statements for the period ended June 30, 2025, reflect the company's financial position as a special purpose acquisition company (SPAC) following its Initial Public Offering (IPO) Key activities include the company's formation, the IPO in May 2025 which raised $253 million in gross proceeds, and the placement of these funds into a trust account The company has not commenced operations and its financial activity is limited to formation costs, operating expenses, and interest income from the trust account Publicly held Class A Ordinary Shares are classified as temporary equity due to their redemption features - The company is a **special purpose acquisition company (SPAC)** incorporated on **October 9, 2024**, with the objective of effecting a business combination[24](index=24&type=chunk) - On **May 23, 2025**, the company completed its Initial Public Offering (IPO) of **25,300,000 units** at **$10.00** per unit, generating gross proceeds of **$253,000,000**[26](index=26&type=chunk) - Simultaneously with the IPO, the company sold **708,000** Private Placement Units at **$10.00** each, raising an additional **$7,080,000**[27](index=27&type=chunk) - Following the IPO, **$253,000,000** was placed into a trust account, which can only be invested in U.S. government treasury obligations or specific money market funds[30](index=30&type=chunk) [Condensed Balance Sheets](index=8&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2025, the company's balance sheet shows total assets of $255.3 million, primarily consisting of $254.0 million in investments held in the trust account Total liabilities were $9.0 million, and Class A Ordinary Shares subject to possible redemption were valued at $254.0 million, resulting in a total shareholders' deficit of $7.6 million Condensed Balance Sheet Data (Unaudited) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,075,364 | $0 | | Investments held in Trust Account | $253,970,067 | $0 | | **Total Assets** | **$255,300,758** | **$145,359** | | **Liabilities & Equity** | | | | Total Liabilities | $8,954,889 | $167,803 | | Class A Ordinary Shares subject to possible redemption | $253,970,067 | $0 | | Total Shareholders' Deficit | ($7,624,198) | ($22,444) | [Condensed Statements of Operations](index=9&type=section&id=Condensed%20Statements%20of%20Operations) For the three and six months ended June 30, 2025, the company reported net income of $843,353 and $818,253, respectively This income was primarily driven by $970,067 in interest earned on investments held in the trust account, offset by formation, general, and administrative costs Statement of Operations Highlights (Unaudited) | Item | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | Interest earned on investments held in Trust Account | $970,067 | $970,067 | | Formation, general and administrative costs | $126,714 | $151,814 | | **Net Income** | **$843,353** | **$818,253** | | Basic and diluted net income per share, Class A | $0.04 | $0.06 | [Condensed Statements of Changes in Shareholders' Deficit](index=10&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) The shareholders' deficit increased from $22,444 at the end of 2024 to $7.6 million as of June 30, 2025 The change was primarily due to the accretion for Class A Ordinary Shares to their redemption amount, which totaled $19.0 million, partially offset by proceeds from the sale of private placement units and net income - The accretion of Class A Ordinary Shares to their redemption value resulted in a **$19,012,872** reduction in shareholders' equity[17](index=17&type=chunk) [Condensed Statement of Cash Flows](index=11&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash provided by financing activities was $254.4 million, primarily from the IPO and private placement proceeds Net cash used in investing activities was $253.0 million for the investment of cash into the trust account Operating activities used $357,152 The company ended the period with $1,075,364 in cash Cash Flow Summary for Six Months Ended June 30, 2025 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($357,152) | | Net cash used in investing activities | ($253,000,000) | | Net cash provided by financing activities | $254,432,516 | | **Net change in cash** | **$1,075,364** | [Notes to Condensed Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes provide detailed explanations of the company's accounting policies and financial activities Key disclosures include the terms of the IPO and private placement, related-party transactions with the Sponsor, commitments such as registration rights and deferred underwriting fees, and the structure of the company's share capital The company operates as a single segment and has identified no material subsequent events requiring adjustment - The company has a **24-month period** from the IPO closing (until **May 23, 2027**) to complete an initial Business Combination[7](index=7&type=chunk)[31](index=31&type=chunk) - The Sponsor provided an IPO Promissory Note of up to **$300,000** for offering expenses, which was fully repaid at the IPO closing[77](index=77&type=chunk) - The company has an Administrative Services Agreement to pay a Sponsor affiliate **$10,000** per month for office space and administrative support[78](index=78&type=chunk) - On **July 8, 2025**, the company announced that holders of units could elect to separately trade the included Class A Ordinary Shares and Rights, commencing **July 11, 2025**[105](index=105&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company with no current operations, focusing on its plan to effect a business combination For the six months ended June 30, 2025, the company had a net income of $818,253, derived from interest on trust account investments As of June 30, 2025, the company had $1,075,364 in cash for working capital and $254.0 million in the trust account The primary contractual obligations are a monthly administrative fee and a significant deferred underwriting fee payable upon a business combination Results of Operations Summary | Period | Net Income | Interest Income | Operating Costs | | :--- | :--- | :--- | :--- | | Three months ended June 30, 2025 | $843,353 | $970,067 | $126,714 | | Six months ended June 30, 2025 | $818,253 | $970,067 | $151,814 | - As of June 30, 2025, the company had **$1,075,364** in cash and a working capital of **$1,122,729** to fund its search for a business combination target[38](index=38&type=chunk)[121](index=121&type=chunk) - The company has a deferred underwriting discount of **$8,855,000** payable upon the completion of an initial Business Combination[126](index=126&type=chunk) - The Sponsor may provide Working Capital Loans up to **$1,500,000**, which can be converted into units at **$10.00** per unit upon a business combination[122](index=122&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company is a smaller reporting company and, as permitted, has omitted the information required under this item The primary market risk is related to interest rate fluctuations on the investments held in the Trust Account - As a smaller reporting company, the registrant is **not required** to provide the information for this item[133](index=133&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Based on an evaluation conducted by management, including the CEO and CFO, the company's disclosure controls and procedures were deemed effective as of June 30, 2025 There were no changes in the company's internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were **effective** as of the end of the fiscal quarter ended June 30, 2025[135](index=135&type=chunk) - There were no changes in internal control over financial reporting during the most recent fiscal quarter[138](index=138&type=chunk) Part II. Other Information [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there is no material litigation currently pending or contemplated against it, its officers, or its directors - To the knowledge of management, there is **no material litigation** currently pending or contemplated against the company[140](index=140&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to include risk factors in its quarterly report It directs investors to the 'Risk Factors' section of its IPO Registration Statement for this information - The company is a smaller reporting company and is **not required** to include risk factors in the Form 10-Q[141](index=141&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the use of proceeds from the May 23, 2025 IPO and the simultaneous private placement of units The IPO generated $253 million in gross proceeds, and the private placement to the Sponsor and BTIG generated $7.08 million An aggregate of $253 million was deposited into the trust account Use of Proceeds from Offerings | Offering | Gross Proceeds | | :--- | :--- | | Initial Public Offering | $253,000,000 | | Private Placement Units | $7,080,000 | | **Total Offering Costs** | **$14,529,940** | | *Cash Underwriting Fee* | *$5,060,000* | | *Deferred Underwriting Fee* | *$8,855,000* | | *Other Offering Costs* | *$614,940* | - The private placement of **708,000 units** was conducted under the exemption from registration provided by **Section 4(a)(2)** of the Securities Act[143](index=143&type=chunk) [Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities - **None**[147](index=147&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - **Not applicable**[148](index=148&type=chunk) [Other Information](index=36&type=section&id=Item%205.%20Other%20Information) The company confirms that none of its directors or officers adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025 - During the quarterly period, none of the company's directors or officers adopted or terminated any 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement'[149](index=149&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including key legal and financial agreements such as the Underwriting Agreement, Investment Management Trust Agreement, and Registration Rights Agreement, which are incorporated by reference from a previous Form 8-K filing - The report lists key agreements filed as exhibits, including the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, and various Private Placement and service agreements[153](index=153&type=chunk)

Company Overview - Oyster Enterprises II Acquisition Corp is a blank check company formed to effect mergers, amalgamations, share exchanges, asset acquisitions, share purchases, reorganizations, or similar business combinations with one or more businesses [2] - The company may pursue acquisition opportunities across various industries, including technology, media, entertainment, sports, consumer products, financial services, real estate, and hospitality [2] - A specific focus is placed on AI companies that complement or disrupt these industries, as well as companies within the digital assets and blockchain ecosystem [2] Trading Information - Starting July 11, 2025, holders of units sold in the initial public offering can separately trade the Company's Class A ordinary shares and rights [1] - The Class A ordinary shares will trade under the symbol "OYSE," while the rights will trade under the symbol "OYSER" on the Nasdaq Global Market [1] - Units that are not separated will continue to trade under the symbol "OYSEU" [1]