Oyster Enterprises II LLC - May 21, 2025 Form 3 Insider Report for Oyster Enterprises II Acquisition Corp (OYSE)

Role
10%+ Owner
Signature
/s/ Mario Zarazua, Managing Member of Oyster Management II LLC, Managing Member of Oyster Enterprises II LLC
Stock symbol
OYSE
Transactions as of
May 21, 2025
Transactions value $
$0
Form type
3
Date filed
5/21/2025, 09:14 PM
Next filing
May 27, 2025
SEC
View on sec.gov

Reporting Owners (5)

Name Relationship Address Signature Signature date CIK
Oyster Enterprises II LLC 10%+ Owner C/O OYSTER ENTERPRISES II ACQ CORP, 801 BRICKELL AVENUE 8TH FLOOR, MIAMI /s/ Mario Zarazua, Managing Member of Oyster Management II LLC, Managing Member of Oyster Enterprises II LLC 2025-05-21 0002046100
Oyster Management II LLC 10%+ Owner C/O OYSTER ENTERPRISES II ACQ CORP, 801 BRICKELL AVENUE 8TH FLOOR, MIAMI /s/ Mario Zarazua 2025-05-21 0002046108
Zarazua Mario Chief Executive Officer, Director, VC of the Board of Directors, 10%+ Owner C/O OYSTER ENTERPRISES II ACQ CORP, 801 BRICKELL AVENUE 8TH FLOOR, MIAMI /s/ Heath Freeman 2025-05-21 0002046099
Freeman Heath Director, 10%+ Owner C/O OYSTER ENTERPRISES II ACQ CORP, 801 BRICKELL AVENUE 8TH FLOOR, MIAMI /s/ Randall Smith 2025-05-21 0001693074
SMITH RANDALL D Advisor, 10%+ Owner C/O OYSTER ENTERPRISES II ACQ CORP, 801 BRICKELL AVENUE 8TH FLOOR, MIAMI /s/ Mario Zarazua, Managing Member of Oyster Management II LLC, Managing Member of Oyster Enterprises II LLC 2025-05-21 0001016345

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding OYSE Class B Ordinary Shares May 21, 2025 Class A Ordinary Shares 7.91M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in the registration statement on Form S-1 (File No. 333-286984) of Oyster Enterprises II Acquisition Corp (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments.
F2 These shares represent the Class B ordinary shares held by Oyster Enterprises II LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,031,250 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
F3 Oyster Management II LLC is the sole managing member of the Sponsor. Mario Zarazua, Heath B. Freeman and Randall Duncan Smith are the managing members of Oyster Management II LLC and hold voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor. As such, Mr. Zarazua, Mr. Freeman and Mr. Smith may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Zarazua, Mr. Freeman and Mr. Smith disclaim any beneficial ownership except to the extent of their pecuniary interest therein.