Oyster Enterprises II Acquisition Corp 10-K

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities. (a) Market Information Our Public Units, Public Shares and Public Rights are each traded on the Global Market tier of Nasdaq under the symbols “OYSEU ”, “OYSE” and “OYSER” , respectively. Our Public Units commenced public trading on May 22, 2025, and our Public Shares and Public Rights commenced separate public trading on July 11, 2025 . (b) Holders On March 9, 2026, there were three holders of record of our Units, one holder of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares and one holder of record of our Rights. (c) Dividends We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. (d) Securities Authorized for Issuance Under Equity Compensation Plans None. (e) Performance Graph As a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e). (f) Recent Sales of Unregistered Securities Simultaneously with the closing of the upsized Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate of 708,000 Private Placement Units to our Sponsor and BTIG in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $7,080,000. Of those 708,000 Private Placement Units, the Sponsor purchased 455,000 Private Placement Units and BTIG purchased 253,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statements. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. (g) Use of Proceeds For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 8, 2025. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statements. The specific investments in our Trust Account may change from time to time. On May 23, 2025, we consummated our upsized Initial Public Offering of 25,300,000 Public Units, including 3,300,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one Public Right to receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of our initial Business Combination. 30 The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to our Company of $253,000,000. BTIG acted as book runner and representative of the Underwriters. On May 23, 2025, simultaneously with the closing of the upsized Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate of 708,000 Private Placement Units to our Sponsor and BTIG in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $7,080,000. Of those 708,000 Private Placement Units, our Sponsor purchased 455,000 Private Placement Units and BTIG purchased 253,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statements. Following the closing of our Initial Public Offering on May 23, 2025, a total of $253,000,000, comprised of the net proceeds from the IPO (which amount includes up to $8,855,000 of the Underwriter’s Deferred Fee) and the proceeds of the sale of the Private Placement Units, was placed in the Trust Account maintained by Continental, acting as trustee. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. The remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account . Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination . There has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statements. The specific investments in our Trust Account may change from time to time. (h) Purchases of Equity Securities by the Issuer and Affiliated Purchasers There were no purchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report. Item 6. [Reserved]