Oyster Enterprises II Acquisition Corp 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management’s Annual Report on Internal Control over Financial Reporting This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting Not applicable. Item 9B. Other Information. Trading Arrangements During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Additional Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 37 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers As of the date of this Report, our directors and officers are as follows: Name Age Position Heath Freeman 45 Chairman of the Board of Directors Mario Zarazua 39 Chief Executive Officer and Vice Chairman of the Board of Directors Mike Rollins 54 Chief Financial Officer Divya K. Narendra 43 Director Lief Haniford 44 Director Jordan Fliegel 39 Director The experience of our directors and executive officers is as follows: Heath B. Freeman is the Chairman of our Board of Directors. Mr. Freeman is one of the founding members of Alden Global and has been its President since 2014. He has been managing and investing in companies with an opportunistic and catalyst-driven approach since 2006 when he joined Smith Management LLC, which was a prior affiliate of Alden Global. Prior to joining Smith Management, Mr. Freeman was an investment banker at Peter J. Solomon Company, where he specialized in mergers & acquisitions, structuring and financings. In addition to his investment research and operational responsibilities at Alden Global, within the media platform, Mr. Freeman currently serves as Chairman of Tribune Enterprises, LLC, a company that owns and manages media properties such as The Chicago Tribune , South Florida Sun Sentinel and The Hartford Courant and Vice Chairman of MNG Enterprises, Inc., a company that owns and manages media properties such as The Denver Post, San Jose Mercury News, Orange County Register and the Boston Herald . Within the sports platform, Mr. Freeman serves as Managing Partner of the Florida Freedom of the PBR (Professional Bull Riders) and Executive Chairman of the AVP, the premier beach volleyball league. Mr. Freeman also serves as Managing Partner of EHP Hospitality Group which owns and operates marinas, hotels, and restaurants throughout the east end of Long Island. Additionally, since 2011 Mr. Freeman has served as a director of SLT Group, LLC, which operates in the fitness space; since 2017 he has served as a director of Thuzio, Inc., a media company; and since 2024 as a director of Party Products LLC, a consumer products company which acquired certain assets of the Tupperware brand. In January 2021, Mr. Freeman became Chief Executive Officer and Vice-Chairman of the Board of Oyster I, a special purpose acquisition company that completed a $230 million initial public offering in January 2021. Oyster I elected to not complete an initial Business Combination and in December 2022 was liquidated with the cash held in trust returned to shareholders. Mr. Freeman graduated with a Bachelor of Arts degree from Duke University. He is well-qualified to serve on our Board of Directors because of his expertise sourcing deals and investing in a variety of business sectors including real estate, sports, entertainment and media. Mario A. Zarazua is our Chief Executive Officer and Vice Chairman of our Board of Directors. Since 2015, Mr. Zarazua has worked in investment or senior executive capacities at Alden Global, Smith Management LLC, or operating companies in which Alden Global was a majority owner. He is currently a Senior Managing Director at Smith Management LLC where he has invested in and managed businesses across a range of industries, including hospitality, real estate and sports, such as Florida Freedom of the PBR (Professional Bull Riders). Mr. Zarazua is also Chief Executive Officer of EHP Hospitality Group which owns and operates marinas, hotels, and restaurants throughout the east end of Long Island. He previously served as a senior investment professional at Alden Global and supported investment sourcing and deal structuring for Oyster I, whose sponsor, Oyster Enterprises LLC was an Alden Global affiliate. Previously, Mr. Zarazua served as Chief Financial Officer and Senior Vice President, Corporate Development of Payless and worked on its global restructuring from 2018 to 2019; Mr. Zarazua also served as a board member and/or officer for several affiliated or subsidiary Payless legal entities. Payless and some of its subsidiary and affiliated entities filed for protection under Chapter 11 of the Bankruptcy Code in February 2019, and successfully exited bankruptcy in January 2020. Prior to that role, Mr. Zarazua was Senior Vice President, M&A and Strategic Initiatives at MNG Enterprises, Inc., a company that owns media properties such as The Denver Post, San Jose Mercury News, Orange County Register and the Boston Herald . From 2008 to 2013, Mr. Zarazua worked at AT&T (NYSE: T) in various roles across the company, including operations, sales, and global business strategy. Mr. Zarazua graduated with a Bachelor of Business Administration from The University of Texas at San Antonio and a Master of Business Administration from Harvard Business School. He is well-qualified to serve on our Board of Directors because of his expertise in the acquisition and divestiture of companies, sourcing deals, investing in a variety of business sectors, and his executive operating expertise. 38 Mike Rollins has served as our Chief Financial Officer since inception. He has served as Partner and Chief Operating Officer of Calabrese Consulting, a financial accounting and consulting firm, since 2019. Mr. Rollins has served as Chief Financial Officer, Chief Executive Officer, and Chief Operating Officer for several public and private companies, including eLandia International, MSH International, Inc., Elevation Health, Fuse Science Inc., Technology Control Services and TVC Telecom. Mr. Rollins holds a Bachelor of Arts in Business Administration and a Master of Accountancy from the University of Georgia. Divya K. Narendra , who has served on our board as of the date our securities began trading on Nasdaq, has served as the Chief Executive Officer and Founder of SumZero, Inc., an online community for professional investors which he founded in 2008. Mr. Narendra is also a Managing Partner of SumZero Capital, a private fund that invests in public equities recommended by the SumZero investment community, since 2024. He has been a member of the Board of Directors of Gemini Trust Company, a digital asset exchange, since 2015 and MeWe, a privacy-first social network, since 2022. Previously, Mr. Narendra was an associate at Sowood Capital Management a multi-strategy hedge fund. Prior to that, he was an analyst in the M&A Group at Credit Suisse (which was later acquired by UBS), a global financial services firm. Mr. Narendra received a Bachelor’s degree in Applied Mathematics from Harvard College and a JD/MBA from Northwestern University. He is well-qualified to serve as a director due to his extensive investing and operational experience. Lief Haniford, who has served on our board as of the date our securities began trading on Nasdaq, has since 2023 been an independent investor. He served as a Director at Temasek International (USA) LLC, a global investment company, from 2017 to 2023, where he helped lead and manage investments in the industrials and transportation & logistics sectors and develop and drive investment strategies related to digitisation and sustainability. Prior to that, Mr. Haniford served as an Investment Analyst at BMGI, a private investment firm, from 2011 to 2016, where he invested across a variety of sectors on behalf of Bill and Melinda Gates and the Gates Foundation Trust. Previously, Mr. Haniford held positions at McKinsey & Company, a management consulting firm; Skadden, Arps, Slate, Meagher & Flom LLP, a law firm; Jones Day, a law firm; and UBS (NYSE: UBS), a global financial services firm where he began his career as an Analyst. Mr. Haniford received a Bachelor’s and a Master’s degree from Stanford University, a JD from the University of Pennsylvania Law School, and an MBA from Harvard Business School. He is well-qualified to serve as a director due to his extensive investing experience. Jordan Fliegel, who has served on our board as of the date our securities began trading on Nasdaq, is a two-time venture-backed tech founder and Chief Executive Officer, experienced startup investor, and advisor to Chief Executive Officer’s of high-growth companies. He also serves on the Entrepreneurs Council at the Center for American Entrepreneurship (CAE) and is the author of leadership book Coaching Up! (Wiley & Sons, 2016). Mr. Fliegel is co-founder and Chief Executive Officer of Shareholder Ventures, a holding company backed by experienced founders and operators, that helps acquisition entrepreneurs acquire small and medium-sized businesses from retiring owners by providing capital, back-office support, resources and community. He was previously the Managing Director of the Techstars Sports Accelerator, which he launched in 2019. He also led the Techstars NYC Accelerator, which he took on from previous leadership in 2022. Between the two accelerators, he led investments in approximately two dozen startups per year. Mr. Fliegel is the co-founder and Managing Partner of Founders First, a vertical-agnostic early-stage angel fund and leading syndicate on AngelList, which he has led since co-founding it in 2014. Portfolio companies include seed investments in now-unicorn startups like Carta, a cap table management, and company/fund operations solution and Ramp, a business credit card, bill payment and expense management provider. He was previously co-Chief Executive Officer of Draft.com , a venture-backed fantasy sports company until its sale to Paddy Power Betfair in 2017. Before Draft, from 2012 to 2016, Mr. Fliegel was the Founder and Chief Executive Officer and President (now Chairman) of CoachUp.com , a sports coaching marketplace. Prior to CoachUp, Mr. Fliegel played professional basketball in the Israeli Premier League, Israeli National League, and EuroCup league. In 2018, he led a group that bought a minority stake in the ANBL four-time champion New Zealand Breakers. Mr. Fliegel holds a B.A. in Philosophy & Government from Bowdoin College and an M.B.A. from Tel Aviv University. He is well-qualified to serve as a director due to his extensive investing and operational experience. 39 Advisors Randall D. Smith, our advisor, is the Chief of Investments of Alden Global and is one of the founding members of the firm, which was founded in 2007. Mr. Smith has been investing in companies with an opportunistic and catalyst-driven approach for more than 50 years. Prior to focusing on principal investing through Alden Global and Smith Management LLC, he established and ran R.D. Smith & Co., a company that became one of the largest enterprises in the world devoted exclusively to financially distressed companies. R.D. Smith & Co. was both a principal investor in distressed and a broker dealer for distressed securities. Mr. Smith exited that business in 1991 to focus exclusively on managing assets for himself and affiliated entities. Prior to creating R.D. Smith & Co., he was a partner at Bear Stearns where he headed the convertible arbitrage department and later focused on distressed investing. Mr. Smith previously served as a board member for Tribune Publishing Company, which Alden Global acquired in 2021. In January 2021, Mr. Smith became Chairman of the Board of Oyster I, a special purpose acquisition company that completed a $230 million initial public offering in January 2021. Oyster I elected to not complete an initial Business Combination and in December 2022 was liquidated with the cash held in trust returned to shareholders. Mr. Smith graduated from Cornell University and received an MBA from the Wharton School of the University of Pennsylvania. Our advisor assist s us in sourcing and negotiating with potential Business Combination targets and provide s business insights when we assess potential Business Combination targets. In this regard, he will fulfill some of the same functions as our board members. However, he has no written advisory agreement with us. Our advisor collectively indirectly owns a pecuniary interest the Founder Shares held by our Sponsor, but is not currently part to any agreements to receive additional compensation. Our advisor will not be under any fiduciary obligations to us nor will they perform board or committee functions. He will also not be required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which our board members are subject. Accordingly, if our advisor becomes aware of a Business Combination opportunity which is suitable for any of the entities to which he has fiduciary or contractual obligations (including other blank check companies), he will honor his fiduciary or contractual obligations to present such Business Combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We may modify or expand our roster of advisors as we source potential Business Combination targets or create value in businesses that we may acquire. Family Relationships No family relationships exist between any of our directors or executive officers. Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer. Number and Terms of Office of Officers and Directors Committees of the Board of Directors Audit Committee Our Board of Directors has established an Audit Committee of the Board of Directors. Messrs. Narendra, Haniford and Fliegel serve as the members of our Audit Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Messrs. Narendra, Haniford and Fliegel are each independent. Mr. Narendra serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined that Mr. Narendra qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 40 We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; ● reviewing with Management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; and ● implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents. Compensation Committee Our Board of Directors has established a Compensation Committee of our Board of Directors. The members of our Compensation Committee are Messrs. Narendra and Haniford, and Mr. Haniford serves as chair of the Compensation Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a Compensation Committee of at least two members, all of whom must be independent. Messrs. Narendra and Haniford are each independent. We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officers based on such evaluation; ● reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting Management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. 41 Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq Rules. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Narendra, Haniford and Fliegel. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The Board of Directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated Articles . We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our Board of Directors. Director Independence Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the company’s Board of Directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in Nasdaq Rules and applicable SEC rules prior to completion of our Initial Public Offering. Our Board of Directors has determined that Messrs. Narendra, Haniford and Fliegel are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. Code of Ethics We have adopted the Code of Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14. Trading Policies On May 21, 2025, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules. The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19. 42 Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our Ordinary Shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended December 31, 2025, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act. Item 11. Executive Compensation. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers, directors and advisor, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account: ● reimbursement for office space, utilities and secretarial and administrative support made available to us by an affiliate of our Sponsor, in an amount equal to $10,000 per month; ● we have agreed to pay Mike Rollins, our Chief Financial Officer, a total of $2,500 per month for his services as our Chief Financial Officer; upon successful completion of an initial Business Combination, we will pay Mr. Rollins a $50,000 success fee; we will cease paying these monthly fees upon completion of our initial Business Combination or our liquidation; ● Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial Business Combination; ● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; and ● Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such loans may be convertible into Private Placement Units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by a C ompensation C ommittee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors. We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. 43 Compensation Recovery and Clawback Policy On May 21, 2025, our Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608. At no time during the fiscal year covered by this Report were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback Policy, a copy of which is attached hereto as Exhibit 97. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 9, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 33,914,250 Ordinary Shares, consisting of (i) 26,008,000 Class A Ordinary Shares and (ii) 7,906,250 Class B Ordinary Shares, issued and outstanding as of March 9, 2026. On all matters to be voted upon, except for (x) the appointment and removal of directors to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands , holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Rights as these Private Placement Rights are not exercisable within 60 days of the date of this Report. Class A Ordinary Shares Class B Ordinary Shares Approximate Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned (2) Approximate Percentage of Class Percentage of Total Outstanding Ordinary Shares Oyster Enterprises II LLC (3)(5) 455,000 1.7 % 7,906,250 100 % 24.7 % Oyster Management II LLC (3)(5) 455,000 1.7 % 7,906,250 100 % 24.7 % Heath Freeman (3) 455,000 1.7 % 7,906,250 100 % 24.7 % Mario Zarazua (3) 455,000 1.7 % 7,906,250 100 % 24.7 % Randall Smith (3) 455,000 1.7 % 7,906,250 100 % 24.7 % Mike Rollins — — — — — Divya K. Narendra (4) — — — — — Lief Haniford (4) — — — — — Jordan Fliegel (4) — — — — — All officers and directors as a group (7 persons) 455,000 1.7 % 7,906,250 100 % 24.7 % Other 5% Shareholders Meteora Funds (6) 1,342,276 5.2 % — — 4.0 % Glazer Funds (7) 1,499,883 5.8 % — — 4.4 % Barclays PLC (8) 1,483,841 5.7 % — — 4.4 % (1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Oyster Enterprises II Acquisition Corp, 801 Brickell Avenue, 8 th Floor, Miami, Florida, 33131. 44 (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. (3) Oyster Enterprises II LLC, our Sponsor, is the record holder of 7,906,250 Founder Shares. Oyster Management II LLC, a Delaware limited liability company, is the sole managing member of our Sponsor, and Heath Freeman, our Chairman of the Board, Mario Zarazua, our Vice Chairman and Chief Executive Officer and Randall Smith, our advisor, own 100% of the membership interests of Oyster Management II LLC and hold voting and investment discretion with respect to the securities held of record by the Sponsor through their membership interests in our Sponsor. As of the date hereof, other than Messrs. Freeman, Zarazua and Smith, no other person has a direct or indirect material interest in our Sponsor. Messrs. Freeman, Zarazua and Smith own 100% of the membership interests in the managing member of our Sponsor. Each such person disclaims any beneficial ownership of the securities held by our Sponsor other than to the extent of any pecuniary interest each of them may have therein, directly or indirectly. All of our officers, directors and our advisor are members of our Sponsor. Our independent directors indirectly hold 135,000 Founder Shares in the aggregate through our Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (4) Does not include indirect interest as a member of the Sponsor, Oyster Enterprises II LLC. The managing member has allocated an aggregate of 135,000 Founder Shares to the independent directors upon completion of our initial Business Combination. (5) Represents the 455,000 Class A Ordinary Shares underlying the 455,000 Private Placement Units Sponsor purchased in the Private Placement. (6) According to a Schedule 13G filed with the SEC on August 14, 2025 and November 14, 2025, respectively, by Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”), with respect to the Class A Ordinary Shares held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the “Meteora Funds”). Vik Mittal serves as the Managing Member of Meteora Capital with respect to the Class A Ordinary Shares held by the Meteora Funds. The principal business address of each of the Meteora Funds is 1200 N Federal Hwy, #200, Boca Raton FL 33432. (7) According to a Schedule 13G filed with the SEC on August 14, 2025 by Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”), with respect to the Class A Ordinary Shares held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the “Glazer Funds”). Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital with respect to the Class A Ordinary Shares held by the Glazer Funds. The principal business address of each of the Glazer Funds is 250 West 55th Street, Suite 30A, New York, New York 10019. (8) According to a Schedule 13G and 13G/A filed with the SEC on November 12, 2025 and February 11, 2026, respectively, by Barclays PLC, a United Kingdom company. Barclays Bank PLC is Barclays PLC’s subsidiary. The principal business address of each of the Glazer Funds is 1 Churchill Place, London - E14 5HP. Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. Item 13. Certain Relationships and Related Transactions, and Director Independence. On October 16, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.003 per share, through payments of offering costs and expenses on our behalf, for which we issued 7,187,500 Class B Ordinary Shares, known as Founder Shares, to the Sponsor. 45 On April 12, 2025, the Sponsor granted membership interests equivalent to an aggregate of 135,000 Founder Shares to our independent directors in exchange for their services through our initial Business Combination. The Founder Shares, represented by such membership interests, will remain with the Sponsor if the holders of such membership interests are no longer serving us prior to the initial Business Combination. The membership interest assignment of the Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 135,000 Founder Shares represented by such membership interests assigned to the holders of such interests on April 12, 2025 was $198,585 or $1.471 per share. The membership interests were assigned subject to a performance condition (i.e., providing services through a Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of membership interests that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the assignment of the membership interests. As of December 31, 2025, we determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. 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. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to our Company of $253,000,000. On May 21, 2025, we issued additional 718,750 Founder Shares to the Sponsor in a share capitalization, resulting in the Sponsor holding an aggregate of 7,906,250 Founder Shares. 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. We have agreed to pay Mike Rollins, our Chief Financial Officer, a total of $2,500 per month for his services as our Chief Financial Officer; upon successful completion of an initial Business Combination, we will pay Mr. Rollins a $50,000 success fee; we will cease paying these monthly fees upon completion of our initial Business Combination or our liquidation. Prior to or in connection with the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers, directors and advisor, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account. We incur a fee payable to an affiliate of our Sponsor in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial Business Combination or our liquidation, we will cease incurring these monthly fees. Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2025 or the completion of our Initial Public Offering. The loan of $239,487.48 was fully repaid upon the consummation of our Initial Public Offering on May 23, 2025. No additional borrowing is available under the IPO Promissory Note. In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Placement Units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. 46 We have until the date that is 24 months from the closing of the Initial Public Offering (as may be extended by shareholder approval to amend our Amended and Restated Articles to extend the date by which we must consummate our initial Business Combination) or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within such 24-month period, we may seek shareholder approval to amend our Amended and Restated Articles to extend the date by which we must consummate our initial Business Combination. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders of Public Shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes, other than Excise Tax, if any), divided by the number of then issued and outstanding Public Shares, subject to applicable law. Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial Business Combination will be made using funds held outside the Trust Account. After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. We have entered into a Registration Rights Agreement with respect to the Founder Shares, the Private Placement Units, the Private Placement Shares, the Private Placement Rights and the Class A Ordinary Shares issuable upon conversion of the Private Placement Rights. Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. Item 14 . Principal Accountant Fees and Services. The following is a summary of fees paid or to be paid to Withum for services rendered. Audit Fees Audit fees consist of the aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the (i) audit of our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2025 and the period from October 9, 2024 (inception) through December 31, 2024 totaled approximately $77,740 and 46,540, respectively. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the year ended December 31, 2025 and the period from October 9, 2024 (inception) through December 31, 2024. Tax Fees Tax fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the year ended December 31, 2025 and the period from October 9, 2024 (inception) through December 31, 2024. All Other Fees All other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for the year ended December 31, 2025 and the period from October 9, 2024 (inception) through December 31, 2024. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 47 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheets as of December 31, 2025 and December 31, 2024 F-3 Statements of Operations for the Fiscal Year Ended December 31, 2025 and for the Period from October 9, 2024 (Inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the Fiscal Year Ended December 31, 2025 and for the Period from October 9, 2024 (Inception) through December 31, 2024 F-5 Statements of Cash Flows for the Fiscal Year ended December 31, 2025 and for the Period from October 9, 2024 (Inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-18 (2) Financial Statement Schedules All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. Item 16. Form 10-K Summary. Omitted at our Company’s option. 48 OYSTER ENTERPRISES II ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheets as of December 31, 2025, and 2024 F-3 Statements of Operations for the Fiscal Year Ended December 31, 2025 and for the Period from October 9, 2024 (Inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the Fiscal Year Ended December 31, 2025 and for the Period from October 9, 2024 (Inception) through December 31, 2024 F-5 Statements of Cash Flows for the Fiscal Year Ended December 31, 2025 and for the Period from October 9, 2024 (Inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-18 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Oyster Enterprises II Acquisition Corp.: Opinion on the Financial Statement We have audited the accompanying balance sheets of Oyster Enterprises II Acquisition Corp. (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2025 and for the period from October 9, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year then ended December 31, 2025 and for the period from October 9, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. We have served as the Company’s auditor since 2024. /s/ WithumSmith+Brown, PC New York, New York March 9, 2026 PCAOB Number 100 F- 2 OYSTER ENTERPRISES II ACQUISITION CORP BALANCE SHEETS December 31, 2025 December 31, 2024 Assets Current assets Cash $ 864,584 $ — Prepaid expenses 135,654 — Total Current Assets 1,000,238 — Deferred offering costs — 145,359 Long term prepaid insurance 43,229 Cash and securities held in Trust Account 259,241,061 — Total Assets $ 260,284,528 $ 145,359 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit Current liabilities Accrued offering costs $ 75,000 $ 744 Accounts payable and accrued expenses 42,542 — IPO Promissory Note – related party — 167,059 Total current liabilities 117,542 167,803 Deferred underwriting fee 8,855,000 — Total Liabilities 8,972,542 167,803 Commitments Class A Ordinary Shares subject to possible redemption, 25,300,000 shares at redemption value of $ 10.25 per share 259,241,061 — Shareholders’ Deficit Preferred shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024 — — Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; 708,000 and 0 shares issued and outstanding (excluding 25,300,000 Class A Ordinary Shares subject to possible redemption) as of December 31, 2025 and 2024 71 — Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares authorized; 7,906,250 shares issued and outstanding as of December 31, 2025 and 2024 (1) 791 791 Additional paid-in capital — 24,209 Accumulated deficit ( 7,929,937 ) ( 47,444 ) Total Shareholders’ Deficit ( 7,929,075 ) ( 22,444 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 260,284,528 $ 145,359 (1) As of December 31, 2024, included up to 1,031,250 of the Founder Shares that were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the underwriter’s Over-Allotment Option was exercised (Note 5). On May 23, 2025, the Company consummated the Initial Public Offering of 25,300,000 units at $ 10.00 per unit, which included the full exercise of the underwriter’s Over-Allotment Option, and the 1,031,250 Founder Shares were no longer subject to forfeiture. The accompanying notes are an integral part of these financial statements. F- 3 OYSTER ENTERPRISES II ACQUISITION CORP STATEMENTS OF OPERATIONS For the Year Ended December 31, For the period from October 9, 2024 (Inception) through December 31, 2025 2024 Formation, general and administrative costs $ 456,691 $ 47,444 Loss from operations ( 456,691 ) ( 47,444 ) Other income: Interest earned on investments held in Trust Account 6,241,061 — Net income (loss) $ 5,784,370 $ ( 47,444 ) Basic and diluted weighted average shares outstanding, Class A Ordinary Shares 15,818,564 — Basic and diluted net income per share, Class A Ordinary Shares $ 0.24 $ — Basic and diluted weighted average, Class B Ordinary Shares outstanding 7,906,250 6,250,000 (1) Basic and diluted net income (loss) per share, Class B Ordinary Shares $ 0.24 $ ( 0.01 ) (1) For the period from October 9, 2024 (Inception) through December 31, 2024 excluded up to 1,031,250 Class B ordinary shares subject to forfeiture if the Over-Allotment Option is not exercised in full or in part by the underwriters (see Note 5). The accompanying notes are an integral part of these financial statements. F- 4 OYSTER ENTERPRISES II ACQUISITION CORP STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 AND THE PERIOD FROM OCTOBER 9, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Class A Ordinary Shares Class B Ordinary Shares (1) Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — October 9, 2024 (Inception) — $ — — $ — $ — $ — $ — Class B ordinary shares issued to Sponsor (1) — — 7,906,250 791 24,209 — ( 25,000 ) Net loss — — — — — ( 47,444 ) ( 47,444 ) Balance — December 31, 2024 — — 7,906,250 791 24,209 ( 47,444 ) ( 22,444 ) Accretion of Class A Ordinary Shares to redemption amount — — — — ( 10,617,003 ) ( 13,666,863 ) ( 24,283,866 ) Sale of 708,000 Private Placement Units 708,000 71 — — 7,079,929 — 7,080,000 Fair value of rights included in Public Units — — — — 3,744,400 — 3,744,400 Allocated value of transaction costs to Class A shares — — — — ( 231,535 ) — ( 231,535 ) Net income — — — — — 5,784,370 5,784,370 Balance — December 31, 2025 708,000 $ 71 7,906,250 $ 791 $ — $ ( 7,929,937 ) $ ( 7,929,075 ) (1) As of December 31, 2024, included up to 1,031,250 of the Founder Shares that were subject to forfeiture. by the Sponsor for no consideration depending on the extent to which the underwriter’s Over-Allotment Option was exercised (Note 5). On May 23, 2025, the Company consummated the Initial Public Offering of 25,300,000 units at $ 10.00 per unit, which included the full exercise of the underwriter’s Over-Allotment Option, and the 1,031,250 Founder Shares were no longer subject to forfeiture. The accompanying notes are an integral part of these financial statements. F- 5 OYSTER ENTERPRISES II ACQUISITION CORP STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2025 For the period from October 9, 2024 (Inception) through December 31, 2025 Cash Flows from Operating Activities: Net income (loss) $ 5,784,370 $ ( 47,444 ) Adjustments to reconcile net income to net cash used in operating activities: Interest earned on investments held in Trust Account ( 6,241,061 ) — Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares — 8,624 Payment of operation costs through IPO Promissory Note 25,100 38,820 Changes in operating assets and liabilities: Prepaid expenses ( 135,654 ) — Long-term prepaid insurance ( 43,229 ) — Accounts payable and accrued expenses 42,542 — Net cash used in operating activities ( 567,932 ) — Cash Flows from Investing Activities: Investment of cash into Trust Account ( 253,000,000 ) — Net cash used in investing activities ( 253,000,000 ) — Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 247,940,000 — Proceeds from sale of Private Placement Units 7,080,000 — Repayment of IPO Promissory Note - related party ( 239,487 ) — Payment of offering costs ( 347,997 ) — Net cash provided by financing activities 254,432,516 — Net change in cash 864,584 — Cash and cash equivalents, beginning of the period — — Cash and cash equivalents, end of the period $ 864,584 $ — Noncash investing and financing activities: Deferred offering costs paid through promissory note – related party $ 47,328 $ 128,239 Offering costs included in accrued offering costs $ 75,000 $ 744 Prepaid services contributed by Sponsor in exchange for issuance of Class B ordinary shares $ — $ 25,000 Deferred underwriting fee payable $ 8,855,000 $ — The accompanying notes are an integral part of these financial statements. F- 6 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Oyster Enterprises II Acquisition Corp (the “Company”) is a special purpose acquisition company incorporated as a Cayman Islands exempted company on October 9, 2024 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2025, the Company had not commenced any operations. All activity for the period from October 9, 2024 (inception) through December 31, 2025 relates to the Company’s formation, the Initial Public Offering as defined below and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The IPO Registration Statement was declared effective by the SEC on May 21, 2025. The MEF Registration Statement was declared effective on May 21, 2025, when filed. On May 23, 2025, the Company consummated the Initial Public Offering of 25,300,000 units (the “Units” and, with respect to the Class A Ordinary Shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their Over-Allotment Option in the amount of 3,300,000 Option Units, at $ 10.00 per Unit, generating gross proceeds of $ 253,000,000 . Each Unit consists of one Public Share and one right (“Public Right”) to receive one-tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial Business Combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 708,000 units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit, in a Private Placement to the Company’s sponsor, Oyster Enterprises II LLC (the “Sponsor”), and BTIG, LLC (“BTIG”, the representative of the underwriters), generating gross proceeds of $ 7,080,000 . Each Private Placement Unit consists of one Private Placement Share and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination (“Private Placement Right”). Of those 708,000 Private Placement Units, the Sponsor purchased 455,000 Private Placement Units and BTIG purchased 253,000 Private Placement Units. Transaction costs amounted to $ 14,529,940 , consisting of $ 5,060,000 of cash underwriting fee, $ 8,855,000 of deferred underwriting fee, and $ 614,940 of other offering costs. The Company’s Management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and income taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. F- 7 Following the closing of the Initial Public Offering, on May 23, 2025, an amount of $ 253,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Units was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. The funds may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating an intended business combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on Management Team’s ongoing assessment of all factors related to the 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. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Board of Directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Articles to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less income taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account was initially $ 10.00 per public share. The Ordinary Shares subject to redemption will be recorded at redemption value and classified as temporary equity subsequent to the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less income taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, officers and directors have entered into a Letter Agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Articles; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. F- 8 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less income taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources The Company’s liquidity needs up to December 31, 2025 have been satisfied through the loan under an unsecured IPO Promissory Note from the Sponsor of up to $ 300,000 (see Note 5) and funds available for operating expenses from the proceeds of the IPO. As of December 31, 2025, the Company had cash of $ 864,584 and working capital of $ 882,696 . In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $ 1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $ 10.00 per unit. The units would be identical to the Private Placement Units. As of December 31, 2025 the Company had no borrowings under such Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements - Going Concern” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business within one year from the date of issuance of the financial statements. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that after the Initial Public Offering closing on May 23, 2025, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statements. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 9 Use of Estimates The preparation of financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2025 and 2024, the Company had $ 864,584 and $ 0 in cash, respectively, and no cash equivalents. Investments Held in Trust Account As of December 31, 2025, the assets held in the Trust Account, amounting to $ 259,241,061 , were held in U.S. Treasury Bills. The Company accounts for its investments held in the Trust Account at fair value in the accompanying balance sheets. Unrealized gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the Company’s statements of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A Ordinary Shares and rights, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the rights and then to the Class A Ordinary Shares. Offering costs allocated to the Public Shares are charged to temporary equity, and offering costs allocated to the Public Rights and Private Placement Units are charged to shareholders’ deficit based on the equity classification of the underlying financial instruments. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. F- 10 Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Rights The Company accounted for the Public and Private Placement Rights (as defined below) issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment at their assigned values. On July 8, 2025, the Company announced that, commencing on July 11, 2025, the holders of the Units issued in its initial public offering, may elect to separately trade the Shares and Rights included in the Units. Any Units not separated will continue to trade on the Nasdaq Global Market under the symbol “OYSEU.” The Shares and the Rights are listed and trade on the Nasdaq Global Market under the symbols “OYSE” and “OYSER,” respectively. Net Income (loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering and (ii) exercise of the Over-Allotment Option. The Company’s statements of operations include a presentation of income (loss) per share for Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income (loss) per Ordinary Share, basic and diluted, for Class A redeemable Ordinary Shares is calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A redeemable Ordinary Shares outstanding since original issuance. Net income (loss) per share, basic and diluted, for Class A and Class B non-redeemable Ordinary Shares is calculated by dividing net income (loss), adjusted for income (loss) attributable to Class A redeemable Ordinary Shares, by the weighted average number of Class A and Class B non-redeemable Ordinary Shares outstanding for the period. Class A and Class B non-redeemable Ordinary Shares include the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. F- 11 The following table reflects the calculation of basic and diluted net income per Ordinary Share (in dollars, except per share amounts): For the Year Ended December 31, 2025 For the Period from October 9, 2024 (Inception) through December 31, 2024 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 3,856,739 $ 1,927,631 $ — $ ( 47,444 ) Denominator: Basic and diluted weighted-average shares outstanding 15,818,564 7,906,250 — 6,250,000 Basic and diluted net income (loss) per ordinary share $ 0.24 $ 0.24 $ — $ ( 0.01 ) Class A Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 253,000,000 Less: Proceeds allocated to Public Rights ( 3,744,400 ) Public Shares issuance costs ( 14,298,405 ) Plus: Remeasurement of carrying value to redemption value 24,283,866 Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 259,241,061 Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on December 31, 2024. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. F- 12 NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering on May 23, 2025, the Company sold 25,300,000 Units, which includes the full exercise by the underwriters of their Over-Allotment Option in the amount of 3,300,000 Option Units, at a purchase price of $ 10.00 per Unit. Each Unit that the Company sold had a price of $ 10.00 and consisted of one Class A ordinary share and one right (“Public Right”) to receive one tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination. NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and BTIG purchased an aggregate of 708,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit, or $ 7,080,000 in the aggregate, in a Private Placement. Each Unit consisted of one Public Share and one Public Right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination (known as the “Private Placement Rights”). If the Initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the net proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Rights contained in the Private Placement Units are identical to the rights sold in the Initial Public Offering except that the Private Placement Rights (i) may not (including the Class A Ordinary Shares issuable upon conversion of these rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (ii) are entitled to registration rights. The Sponsor and the Company’s officers and directors have entered into a Letter Agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 16, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, through payments of offering costs and expenses on the Company’s behalf, for which the Company issued 7,187,500 Class B Ordinary Shares, known as Founder Shares, to the Sponsor. On May 21, 2025, the Company issued additional 718,750 Founder Shares to the Sponsor in a share capitalization, resulting in the Sponsor holding an aggregate of 7,906,250 Founder Shares. Up to 1,031,250 of the Founder Shares were subject to surrender by the Sponsor for no consideration depending on the extent to which the underwriters’ Over-Allotment Option was exercised. On May 23, 2025, the underwriters exercised their Over-Allotment Option in full as part of the closing of the Initial Public Offering. As such, the 1,031,250 Founder Shares were no longer subject to forfeiture. F- 13 On April 12, 2025, the Sponsor granted membership interests equivalent to an aggregate of 135,000 Founder Shares to independent directors of the Company in exchange for their services through the Company’s initial Business Combination. The Founder Shares, represented by such membership interests, will remain with the Sponsor if the holders of such membership interests are no longer serving the Company prior to the initial Business Combination. The membership interest assignment of the Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 135,000 Founder Shares represented by such membership interests assigned to the holders of such interests on April 12, 2025 was $ 198,585 or $ 1.471 per share. The membership interests were assigned subject to a performance condition (i.e., providing services through a Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of membership interests that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the assignment of the membership interests. As of December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Class A Ordinary Shares included in the units being sold in this offering, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights; (iii) the Sponsor and the Company’s officers and directors have entered into a Letter Agreement with us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of the initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, (C) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares or Private Placement Shares if we fail to complete the initial Business Combination within the completion window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (D) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after this offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Company Amended and Restated Articles, and (v) prior to the closing of the initial Business Combination, only holders of the Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). IPO Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2025 or the closing of the Initial Public Offering. As of May 23, 2025, the Company had borrowed $ 239,487 under the IPO Promissory Note which was paid in full by the Company at the closing of the Initial Public Offering and the borrowings under the Note were no longer available. Administrative Services Agreement The Company entered into an Administrative Services Agreement with the Sponsor’s affiliate, commencing on May 21, 2025, to pay an aggregate of $ 10,000 per month for office space, utilities, and secretarial and administrative support. For the year ended December 31, 2025, the Company incurred $ 80,000 in fees for these services. The Company has agreed to pay the Chief Financial Officer (“CFO”) a total of $ 2,500 per month for his services. Upon successful completion of the initial Business Combination, the Company will pay the CFO a $ 50,000 success fee. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company. For the year ended December 31, 2025 and 2024, the Company incurred and paid $ 20,000 and $ 0 , respectively, in fees for these services. F- 14 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $ 10.00 per unit at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding. NOTE 6. COMMITMENTS Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. Registration Rights The holders of Founder Shares, Private Placement Units (and their underlying securities) and Units that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, and any Class A Ordinary Shares issuable upon conversion of the Founder Shares and any Class A Ordinary Shares held by the Initial Shareholders at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, are entitled to registration rights pursuant to a Registration Rights Agreement signed on the effective date of the IPO Registration Statement and the MEF Registration Statement. These holders are entitled to make up to three demands, excluding short form demands, and have piggyback registration rights. Notwithstanding anything to the contrary, BTIG may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, BTIG may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,300,000 Option Units to cover the over-allotments. On May 23, 2025, the underwriters elected to fully exercise their Over-Allotment Option to purchase an additional 3,300,000 Option Units at a price of $ 10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $ 5,060,000 in the aggregate, or 2.0 % of the gross proceeds of the units offered in the Initial Public Offering, which was paid at the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5 % of the gross proceeds of the Initial Public Offering, or $ 8,855,000 in the aggregate, payable upon the completion of an initial Business Combination subject to the terms of the Underwriting Agreement. NOTE 7. SHAREHOLDERS’ DEFICIT Preferred Shares  —  The Company is authorized to issue a total of 5,000,000 preferred shares at par value of $ 0.0001 each. As of December 31, 2025 and 2024, there were no preferred shares issued or outstanding. Class A Ordinary Shares  —  The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025 and 2024, there were 708,000 and 0 Class A Ordinary Shares issued and outstanding, respectively, excluding 25,300,000 shares subject to possible redemption. F- 15 Class B Ordinary Shares  —  The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025 and 2024, there were 7,906,250 Class B Ordinary Shares issued and outstanding. The Founder Shares will automatically convert into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis , subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 23.81 % of the sum of (i) the total number of all Class A Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the underwriters’ Over-Allotment Option and excluding the Class A Ordinary Shares comprising part of the Private Placement Units and the Class A Ordinary Shares underlying the Private Placement Rights issued to the Sponsor), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor or any of its affiliates or to our officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A Ordinary Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A Ordinary Shares and Class B Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Articles or as required by the Companies Act or stock exchange rules, an Ordinary Resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by shareholders. Approval of certain actions requires a Special Resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of the Ordinary Shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A Ordinary Shares will not be entitled to vote on these matters during such time. Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one class A Ordinary Share underlying each right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company will redeem the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. F- 16 NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that were measured at fair value as of December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Level 2025 2024 Assets: Investments held in Trust Account 1 $ 259,241,061 $ — The fair value of the Public Rights issued in the Initial Public Offering is $ 3,744,400 , or $ 0.148 per Public Right. The Public Rights issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the level 3 valuation of the Public Rights issued in the Initial Public Offering: (1) Market adjustment reflects additional factors not fully captured by low volatility selection, which may include the likelihood of the consummation of a Business Combination, market perception of lack of available or suitable targets, or possible post-acquisition decline of stock price prior to beginning of the exercise period. The adjustment is determined by comparing traded warrant prices to simulated model outputs. Public Rights are not remeasured subsequent to the date of the initial recognition. F- 17 NOTE 9. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that there is only one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources. The measure of segment profit or loss is disclosed in the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics which include the following: December 31, December 31, 2025 2024 Trust Account $ 259,241,061 $ — Cash and cash equivalents $ 864,584 $ — For the Year Ended December 31, 2025 For the Period from October 9, 2024 (Inception) through December 31, 2024 Formation, general and administrative costs $ 456,691 $ 47,444 Interest earned on cash and marketable securities held in Trust Account $ 6,241,061 $ — The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective investment strategy for the Trust Account funds while maintaining compliance with the provisions of the Investment Management Trust Agreement between the Company and Continental. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure sufficient capital is available to complete a Business Combination within the Combination Period. General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 18 EXHIBIT INDEX No. Description of Exhibit 1.1 Underwriting Agreement, dated May 21, 2025, by and between the Company and BTIG, as representative of the underwriters. (2) 3.1 Amended and Restated Memorandum and Articles of Association of the Company. (2) 4.1 Specimen Unit Certificate. (1) 4.2 Specimen Class A Ordinary Share Certificate. (1) 4.3 Specimen Public Rights Certificate (included as an exhibit to Exhibit 4.4). (1) 4.4 Rights Agreement, dated May 21, 2025, by and between the Company and Continental Stock Transfer & Trust Company. (2) 4.5 Description of Registered Securities.* 10.1 Promissory Note, dated October 16, 2024, issued to Oyster Enterprises II LLC. (1) 10.2 Securities Subscription Agreement, dated October 16, 2024, between Oyster Enterprises II LLC and the Registrant. (1) 10.3 Investment Management Trust Agreement, dated May 21, 2025, by and between the Company and Continental Stock Transfer & Trust Company. (2) 10.4 Registration Rights Agreement, dated May 21, 2025, by and among the Company, the Sponsor, and BTIG, as representative of the underwriters. (2) 10.5 Private Placement Units Purchase Agreement, dated May 21, 2025, between the Company and the Sponsor. (2) 10.6 Private Placement Units Purchase Agreement, dated May 21, 2025, between the Company and BTIG. (2) 10.7 Letter Agreement, dated May 21, 2025, by and among the Company, Sponsor and each of the officers, directors and advisor of the Company. (2) 10.8 Administrative Services Agreement, dated May 21, 2025, between the Company and Oyster Management II LLC. (2) 10.9 Form of Indemnity Agreement. (2) 14 Code of Business Conduct and Ethics, adopted May 21, 2025 * 19 Insider Trading Policies and Procedures, adopted May 21, 2025 * 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97.1 Executive Compensation Clawback Policy, adopted May 21, 2025.* 99.1 Audit Committee Charter.(1) 99.2 Compensation Committee Charter.(1) 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to the Company’s IPO Registration Statement on Form S-1 (File No. 333-286984), filed with the SEC on May 19, 2025. (2) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 27, 2025. 49 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. March 9, 2026 Oyster Enterprises II Acquisition Corp By: /s/ Mario Zarazua Name: Mario Zarazu Title: Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Position Date /s/ Heath Freeman Chairman of the Board of Directors March 9, 2026 Heath Freeman /s/ Mario Zarazua Vice Chairman of the Board of Directors and Chief Executive Officer March 9, 2026 Mario Zarazua (Principal Executive Officer) /s/ Mike Rollins Chief Financial Officer March 9, 2026 Mike Rollins (Principal Financial and Accounting Officer) /s/ Divya K. Narendra Director March 9, 2026 Divya K. Narendra /s/ Lief Haniford Director March 9, 2026 Lief Haniford /s/ Jordan Fliegel Director March 9, 2026 Jordan Fliegel 50