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Oyster Enterprises II Acquisition Corp-A(OYSE) - 2025 Q2 - Quarterly Report

Part I. Financial Information Financial Statements As a special purpose acquisition company (SPAC) that completed its IPO in May 2025, the company's financial statements reflect its pre-business combination status. As of June 30, 2025, total assets were $255.3 million, primarily consisting of $254.0 million in investments held in a trust account. Total liabilities were $9.0 million, mainly deferred underwriting fees. For the six months ended June 30, 2025, the company reported a net income of $818,253, derived entirely from interest earned on the trust account, as there were no operating revenues. The company maintains sufficient liquidity for its operational needs while searching for a business combination target Condensed Balance Sheets Condensed Balance Sheet Highlights (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 Statement of Operations Statement of Operations Summary (Unaudited) | Period | Loss from operations | Interest earned on Trust Account | Net Income | Basic and Diluted Net Income per Share | | :--- | :--- | :--- | :--- | :--- | | Three Months Ended June 30, 2025 | ($126,714) | $970,067 | $843,353 | $0.04 | | Six Months Ended June 30, 2025 | ($151,814) | $970,067 | $818,253 | $0.06 | Condensed Statements of Changes in Shareholders' Deficit - The total shareholders' deficit increased from ($22,444) at December 31, 2024, to ($7,624,198) at June 30, 2025. This change was primarily driven by a significant accretion for Class A Ordinary Shares to their redemption amount, partially offset by proceeds from the sale of Private Placement Units and net income17 Condensed Statement of Cash Flows Cash Flow Summary for the 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 | | Cash and cash equivalents, end of the period | $1,075,364 | Note 1: Description of Organization and Business Operations - Oyster Enterprises II Acquisition Corp is a special purpose acquisition company (SPAC) incorporated on October 9, 2024, to effect a business combination. As of June 30, 2025, it had not selected a target2425 - On May 23, 2025, the company consummated its Initial Public Offering (IPO) of 25,300,000 units at $10.00 per unit, generating gross proceeds of $253 million. This included the full exercise of the underwriters' over-allotment option26 - Simultaneously with the IPO, the company sold 708,000 Private Placement Units at $10.00 each, raising an additional $7.08 million27 - Following the IPO, $253 million was placed in a U.S.-based trust account, which can only be invested in U.S. government treasury obligations or specific money market funds30 Note 2: Summary of Significant Accounting Policies - The financial statements are prepared in accordance with U.S. GAAP for interim financial information43 - The company is an "emerging growth company" and has elected to use the extended transition period for new accounting standards, which may make financial statement comparisons with other public companies difficult4546 - Public Shares with redemption features are classified as temporary equity outside of the shareholders' deficit, in accordance with ASC 480-10-S9964 Note 5: Related Party Transactions - The Sponsor initially purchased 7,187,500 Founder Shares (Class B Ordinary Shares) for a capital contribution of $25,000. After a share capitalization, the Sponsor holds 7,906,250 Founder Shares72 - The company entered into an Administrative Services Agreement with the Sponsor's affiliate for office space and administrative support at a cost of $10,000 per month78 - The Sponsor had provided a non-interest bearing loan of up to $300,000 for IPO expenses, of which $239,487 was borrowed and fully repaid at the IPO closing77 - The Sponsor or its affiliates may provide up to $1.5 million in Working Capital Loans, which can be converted into units at $10.00 per unit post-business combination. No such loans were outstanding as of June 30, 202580 Note 6: Commitments - The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross IPO proceeds, amounting to $8,855,000, payable upon completion of an initial business combination85 - Holders of Founder Shares and Private Placement Units have registration rights, including up to three demand registrations and piggyback registration rights83 Note 10: Subsequent Events - On July 8, 2025, the company announced that commencing July 11, 2025, holders of its IPO units could elect to separately trade the included Class A Ordinary Shares (OYSE) and Share Rights (OYSER)105 Management's Discussion and Analysis of Financial Condition and Results of Operations The company is a pre-business combination SPAC with no revenue-generating operations. For the six months ended June 30, 2025, it reported a net income of $818,253, primarily from interest on its Trust Account. Liquidity is strong, with $253.97 million in the Trust Account and $1.08 million in cash for operational needs. The company's primary activities involve identifying a suitable business combination target. Management confirms that current funds are sufficient for operating the business, but additional financing might be needed for a business combination - The company is a blank check company incorporated on October 9, 2024, with its activities to date limited to organizational tasks, the IPO, and searching for a business combination target109112 Results of Operations (For the periods ended June 30, 2025) | Period | Net Income | Key Components | | :--- | :--- | :--- | | Three Months | $843,353 | $970,067 interest income offset by $126,714 operating costs | | Six Months | $818,253 | $970,067 interest income offset by $151,814 operating costs | - As of June 30, 2025, the company had $1,075,364 in cash held outside the Trust Account for working capital and $253,970,067 in marketable securities held in the Trust Account119121 - The company has no off-balance sheet arrangements. Contractual obligations include a $10,000 monthly fee for administrative services and a deferred underwriting fee of $8,855,000 payable upon business combination124125126 Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the registrant is not required to provide the information for this item - The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required under this Item133 Controls and Procedures Management, including the principal executive and financial officers, evaluated the company's disclosure controls and procedures as of June 30, 2025. They concluded that these controls were effective at a reasonable assurance level, ensuring that information required for SEC reports is recorded, processed, and reported in a timely manner - Based on an evaluation as of June 30, 2025, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level135 Part II. Other Information Legal Proceedings The company reports that there is no material litigation currently pending or contemplated against the company, its officers, or directors - To the knowledge of management, there is no material litigation currently pending or contemplated against the company or its officers and directors140 Risk Factors As a smaller reporting company, the registrant is not required to include risk factors in its Form 10-Q. The company refers to the 'Risk Factors' section of its IPO Registration Statement for relevant risk disclosures - As a smaller reporting company, risk factors are not required in this report. For relevant risks, the company refers to its IPO Registration Statement141 Unregistered Sales of Equity Securities and Use of Proceeds On May 23, 2025, the company completed its IPO, raising $253 million in gross proceeds. Concurrently, it sold 708,000 Private Placement Units in an unregistered sale, generating an additional $7.08 million. Of the total gross proceeds, $253 million was placed into the trust account. Total offering costs amounted to $14.53 million, including a deferred underwriting fee of $8.86 million - On May 23, 2025, the company consummated its IPO of 25,300,000 Units at $10.00 per unit, generating gross proceeds of $253,000,000142 - Simultaneously, the company sold 708,000 Private Placement Units at $10.00 per unit to its Sponsor and BTIG, LLC, raising gross proceeds of $7,080,000 through an unregistered sale exempt under Section 4(a)(2) of the Securities Act143 - Total offering costs were $14,529,940, comprising a $5,060,000 cash underwriting fee, an $8,855,000 deferred underwriting fee, and $614,940 of other costs145 Other Information The company states that during the quarterly period ended June 30, 2025, none of its directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - During the quarter ended June 30, 2025, no directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements149 Exhibits This section lists all exhibits filed as part of the Form 10-Q report, including the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, and various other agreements and certifications - The report includes a list of exhibits filed, such as the Underwriting Agreement, Registration Rights Agreement, and officer certifications153