Financial Overview - The company completed an upsized Initial Public Offering (IPO) of 25,300,000 Public Units, generating gross proceeds of $253,000,000 at a price of $10.00 per Public Unit[18]. - A private sale of 708,000 Private Placement Units was completed, generating gross proceeds of $7,080,000, with the Sponsor purchasing 455,000 units and BTIG purchasing 253,000 units[19]. - The total amount of $253,000,000, including net proceeds from the IPO and Private Placement Units, was placed in a Trust Account[20]. - The company has approximately $259.2 million available in its Trust Account for a Business Combination as of December 31, 2025[67]. - The company raised gross proceeds of $253,000,000 from its Initial Public Offering, with each Public Unit sold at a price of $10.00[166]. - A total of 708,000 Private Placement Units were sold at a price of $10.00 per unit, generating additional gross proceeds of $7,080,000[167]. - As of December 31, 2025, the company had marketable securities held in the Trust Account totaling $259,241,061, which includes approximately $6,241,061 of interest income[187]. - For the year ended December 31, 2025, the company reported a net income of $5,784,370, primarily from interest earned on marketable securities[181]. - The company incurred total expenses of $14,529,940 related to the Initial Public Offering, including $5,060,000 in cash underwriting fees and $8,855,000 in deferred fees[184][196]. Business Combination Strategy - The company aims to identify businesses in AI, digital assets, and blockchain sectors for potential acquisitions[27]. - The business strategy focuses on acquiring companies with potential for significant value appreciation and operational transformation[31]. - The company will conduct extensive due diligence on prospective target businesses, including meetings with management and financial reviews[40]. - The Management Team's experience is expected to enhance the chances of successful implementation of the acquisition strategy[34]. - The company intends to target businesses with enterprise values greater than the net proceeds from its Initial Public Offering and Private Placement Units[69]. - The company may engage finders to identify target businesses, with fees potentially paid from funds outside the Trust Account[71]. - The evaluation of target businesses includes due diligence processes such as management meetings and financial reviews[73]. - The company may continue to seek a Business Combination with a different target if the initial proposal is not completed within the designated timeframe[110]. Regulatory and Compliance - The company has filed a Registration Statement with the SEC, making it subject to Exchange Act regulations, with no current intention to suspend reporting obligations[60]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[126]. - The company is classified as an "emerging growth company" and will maintain this status until it meets certain revenue or market value thresholds[64]. - The company is also a "smaller reporting company," allowing it to provide reduced disclosure obligations until it exceeds a market value of $250 million or annual revenues of $100 million[65]. - The company is classified as an emerging growth company, which may affect the attractiveness of its securities to investors[146]. - The company may face regulatory review and approval requirements that could delay or prohibit the initial Business Combination[141]. Shareholder Rights and Redemption - Public Shareholders have the opportunity to redeem Class A Ordinary Shares at a per-share price equal to the aggregate amount in the Trust Account, initially set at $10.00 per share[89]. - A public shareholder is restricted from seeking redemption rights for more than 15% of the Class A Ordinary Shares sold in the IPO without prior consent, aimed at preventing large block accumulations[102]. - The approval of the initial Business Combination requires a majority vote from shareholders, with a quorum present if at least one-third of the shares are represented[95]. - Redemption requests must be submitted two business days prior to the scheduled vote or tender offer deadline[100]. - The company will conduct redemptions either through a general meeting or a tender offer, with the decision based on various factors including legal requirements[92]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not receive any funds from the Trust Account[109]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but may be less due to creditor claims against the Trust Account[115]. - The company may face challenges in completing its initial Business Combination due to limited resources and significant competition for opportunities[135]. Management and Operational Structure - The Management Team has over 100 years of collective experience in deal-making and operational improvements[23]. - The company currently has two officers, with no full-time employees prior to the completion of the initial Business Combination[125]. - The company incurs a monthly fee of $10,000 for office space and administrative support, which will cease upon the completion of the initial Business Combination[123]. - The company anticipates that its management team may not remain with the combined company post-Business Combination, affecting future operations[76]. Risks and Challenges - The company may face risks due to lack of business diversification after completing its initial Business Combination[75]. - The company may encounter risks related to the complexity of potential Business Combinations, which could delay or prevent achieving desired results[132]. - The company may face competitive disadvantages in pursuing Business Combination opportunities due to limited financial resources and obligations to pay cash to Public Shareholders exercising redemption rights[122]. - The company may face increased competition for attractive targets as the number of SPACs evaluating targets rises, potentially increasing costs and complicating the acquisition process[133]. - The company may not be able to complete its initial Business Combination within the Combination Period, leading to liquidation and redemption of Public Shares[132]. - The absence of a specified maximum redemption threshold may allow the company to complete its initial Business Combination even if a substantial majority of Public Shareholders disagree[137]. - The company may issue additional Class A Ordinary Shares or preferred shares, which could dilute the interests of existing shareholders[135]. Financial Management and Reporting - The company has not paid any cash dividends on its Ordinary Shares and does not intend to do so prior to the completion of its initial Business Combination[161]. - The Trust Account holds $253,000,000, which may be invested only in U.S. government securities or money market funds[168]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering, but remains vulnerable to potential risks[154]. - Disclosure controls were evaluated as effective by the CEO and CFO as of December 31, 2025, ensuring accurate financial reporting[211]. - No changes in internal control over financial reporting were reported, indicating stability in financial governance[213]. - There were no disagreements with accountants on accounting and financial disclosure, reflecting consistency in financial reporting practices[208].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $2,656,637, primarily from interest income of $2,809,784 on investments held in the Trust Account, offset by operating costs of $153,147[112]. - For the nine months ended September 30, 2025, the company achieved a net income of $3,474,890, with interest income of $3,779,851 and operating costs totaling $304,961[112]. - Cash used in operating activities for the nine months ended September 30, 2025, was $497,761, with net income impacted by interest earned on marketable securities[117]. Initial Public Offering - The company completed its Initial Public Offering on May 23, 2025, raising gross proceeds of $253,000,000 from the sale of 25,300,000 Units, including an Over-Allotment Option[115]. - The company incurred total expenses of $14,529,940 related to the Initial Public Offering, including $5,060,000 in cash underwriting fees and $8,855,000 in deferred underwriting fees[116]. Trust Account and Securities - As of September 30, 2025, the company held marketable securities in the Trust Account amounting to $256,779,851, which includes approximately $3,779,851 of interest income[118]. - The company intends to use funds in the Trust Account primarily to complete its Business Combination and may withdraw interest to pay taxes[118]. Financing and Obligations - The company may need additional financing to complete its Business Combination or if a significant number of Public Shares are redeemed[122]. - The company does not anticipate needing to raise additional funds for operating expenditures prior to the Business Combination[122]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025, and has a monthly obligation of $10,000 for office-related expenses[123][124].

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]

As filed with the U.S. Securities and Exchange Commission on May 19, 2025. Registration No. 333-286984 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ Oyster Enterprises II Acquisition Corp (Exact name of registrant as specified in its charter) _____________________________________ | Cayman Islands | 6770 | 61-2218657 | | --- ...

As filed with the U.S. Securities and Exchange Commission on May 9, 2025. Registration No. 333-286984 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ AMENDMENT NO. 1 TO 8 th Floor Miami, Florida, 33131 Tel: (786) 744-7720 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _____________________________________ Mario Zarazua Chief Executive Officer 801 Brickell Avenue 8 th Floor Mia ...

As filed with the U.S. Securities and Exchange Commission on May 5, 2025. Registration No. 333- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _____________________________________ Mario Zarazua Chief Executive Officer 801 Brickell Avenue 8 th Floor Miami, Florida, 33131 Tel: (786) 744-7720 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Name, address, including zip code, and telephone number, including area code ...