UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~ 23July 8, 2025

Oyster Enterprises II Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42662		61-2218657
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

801 Brickell Avenue
8th Floor
Miami, Florida, 33131

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (786) 744-7720

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one right	OYSEU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	OYSE	The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of an initial business combination	OYSER	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

OnSeparate ~~May~~Trading ~~23, 2025, Oyster Enterprises II Acquisition Corp (the “Company”) consummated its initial public offering (“IPO”)~~ of ~~25,300,000 units (the “Units”), including 3,300,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option. Each Unit consists of one~~ Class A ~~ordinary share of the Company, par value $0.0001 per share (the “Class A~~ Ordinary Shares~~”),~~ and ~~one right to receive one-tenth (1/10) of one Class A Ordinary~~ Share upon the consummation of the Company’s initial business combination (each, a “Share Right”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $253,000,000.Rights

~~Simultaneously~~On July ~~with~~8, 2025, Oyster Enterprises II Acquisition Corp (the ~~closing~~“Company”) announced that, commencing on July 11, 2025, the holders of the ~~IPO,~~units ~~the~~issued ~~Company~~in ~~completed~~its ~~the~~initial ~~private~~public ~~sale~~offering (the “~~Private Placement~~Units”), each Unit consisting of anone ~~aggregate~~Class A ordinary share of ~~708~~the Company,~~000 Units~~ par value $0.0001 per share (the “~~Private~~Class ~~Placement~~A ~~Units~~Ordinary Share”)~~. 455~~,~~000~~ ~~Private~~and ~~Placement~~one ~~Units~~right ~~were sold~~ to ~~Oyster~~receive ~~Enterprises II~~one-tenth ~~LLC,~~(1/10) of one Class A Ordinary Share of the Company upon the consummation of the Company’s ~~sponsor~~initial business combination (the “Share Rights”), may elect to separately trade the Class A Ordinary Shares and ~~253,000~~the ~~Private~~Share ~~Placement~~Rights included in the Units. ~~were~~Any ~~sold~~Units tonot separated ~~BTIG,~~will ~~LLC,~~continue into ~~each~~trade ~~case~~on atthe aNasdaq ~~purchase~~Global ~~price~~Market ofunder ~~$10~~the symbol “OYSEU.00” The Class A Ordinary Shares and the ~~per~~Share ~~Private~~Rights ~~Placement~~are ~~Unit~~expected to trade on the Nasdaq Global Market under the symbols “OYSE” and “OYSER,” ~~generating~~respectively. Holders ~~gross~~of ~~proceeds~~Units will need to ~~the~~have their brokers contact Continental Stock Transfer & Trust Company, ofthe $7Company’s transfer agent,~~080,000~~ in order to separate the Units into Class A Ordinary Shares and Share Rights.

AItem ~~total of $253,000,000, or $10~~9.0001. ~~per~~Financial ~~Unit,~~Statements ~~comprised of the net proceeds from the IPO (which amount includes up to $8,855,000 of the underwriter’s deferred discount)~~ and ~~the proceeds of the sale of the Private Placement Units, was placed in a U~~Exhibits.~~S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.~~

An(d) ~~audited balance sheet~~ ~~as of May 23, 2025 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.~~Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release dated July 8, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~(d) Exhibits~~1

Exhibit No.		Description
99.1		Audited Balance Sheet as of May 23, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

1Pursuant to the requirements 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 hereunto duly authorized.

SIGNATURE

	OYSTER ENTERPRISES II ACQUISITION CORP

Date: July 8, 2025	By:	/s/ Mario Zarazua
		Name: Mario Zarazua
		Title: Chief Executive Officer and Vice Chairman of the Board of Directors

~~Pursuant to the requirements 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 hereunto duly authorized.~~2

	OYSTER ENTERPRISES II ACQUISITION CORP
	By:	/s/ Mario Zarazua
		Name:	Mario Zarazua
		Title:	Chief Executive Officer and Vice Chairman of the Board of Directors
Dated: May 30, 2025

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