4//SEC Filing
SMITH RANDALL D 4
Accession 0001213900-25-047965
CIK 0002042182other
Filed
May 26, 8:00 PM ET
Accepted
May 27, 9:51 PM ET
Size
15.4 KB
Accession
0001213900-25-047965
Insider Transaction Report
Form 4
Zarazua Mario
DirectorChief Executive Officer10% OwnerOther
Transactions
- Purchase
Class A ordinary shares
2025-05-23$10.00/sh+455,000$4,550,000→ 455,000 total - Purchase
Rights to receive Class A ordinary shares
2025-05-23+455,000→ 8,361,250 total→ Class A Ordinary Shares (45,500 underlying)
Oyster Management II LLC
10% Owner
Transactions
- Purchase
Rights to receive Class A ordinary shares
2025-05-23+455,000→ 8,361,250 total→ Class A Ordinary Shares (45,500 underlying) - Purchase
Class A ordinary shares
2025-05-23$10.00/sh+455,000$4,550,000→ 455,000 total
SMITH RANDALL D
10% OwnerOther
Transactions
- Purchase
Class A ordinary shares
2025-05-23$10.00/sh+455,000$4,550,000→ 455,000 total - Purchase
Rights to receive Class A ordinary shares
2025-05-23+455,000→ 8,361,250 total→ Class A Ordinary Shares (45,500 underlying)
Oyster Enterprises II LLC
10% Owner
Transactions
- Purchase
Class A ordinary shares
2025-05-23$10.00/sh+455,000$4,550,000→ 455,000 total - Purchase
Rights to receive Class A ordinary shares
2025-05-23+455,000→ 8,361,250 total→ Class A Ordinary Shares (45,500 underlying)
Freeman Heath
Director10% Owner
Transactions
- Purchase
Class A ordinary shares
2025-05-23$10.00/sh+455,000$4,550,000→ 455,000 total - Purchase
Rights to receive Class A ordinary shares
2025-05-23+455,000→ 8,361,250 total→ Class A Ordinary Shares (45,500 underlying)
Footnotes (4)
- [F1]Reflects the 455,000 Class A ordinary shares of Oyster Enterprises II Acquisition Corp (the "Issuer") that are included in the 455,000 private placement units of the Issuer purchased by Oyster Enterprises II LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination.
- [F2]The Sponsor is the record holder of the shares reported herein. Oyster Management II LLC is the managing member of the Sponsor. Mario Zarazua, Heath B. Freeman and Randall D. 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.
- [F3]Represents the 45,500 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 455,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein. No fractional Class A ordinary shares will be issued upon conversion of such rights.
- [F4]Represents (i) the 455,000 rights referred to in footnotes 1 and 3 and (ii) 7,906,250 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor.
Documents
Issuer
Oyster Enterprises II Acquisition Corp
CIK 0002042182
Entity typeother
Related Parties
1- filerCIK 0001016345
Filing Metadata
- Form type
- 4
- Filed
- May 26, 8:00 PM ET
- Accepted
- May 27, 9:51 PM ET
- Size
- 15.4 KB