Oyster Enterprises II Acquisition Corp, a Cayman Islands exempted special purpose acquisition company listed on The Nasdaq Stock Market LLC, filed its quarterly report on Form 10-Q for the period ended June 30, 2026 on August 6, 2026.

Key Highlights

  • Share counts as of August 6, 2026: 26,008,000 Class A Ordinary Shares and 7,906,250 Class B Ordinary Shares were issued and outstanding.
  • Three securities listed on Nasdaq: Units (OYSEU), Class A Ordinary Shares (OYSE), and Rights (OYSER) are each registered on The Nasdaq Stock Market LLC.
  • IPO completed May 23, 2025: The company consummated its upsized initial public offering, including the full exercise of the over-allotment option for 3,300,000 Option Units.
  • Combination Period deadline: The company has until May 23, 2027 - a 24-month window from IPO closing - to consummate an initial Business Combination, subject to possible extension.
  • Shell company status: The registrant confirmed it is a shell company as defined in Rule 12b-2 of the Exchange Act.
  • Smaller reporting and emerging growth company: The registrant identified itself as both a smaller reporting company and an emerging growth company.

Oyster Enterprises II SPAC Structure and Status as of June 30, 2026

Oyster Enterprises II Acquisition Corp, incorporated as a Cayman Islands exempted company and headquartered at 801 Brickell Avenue, 8th Floor, Miami, Florida 33131, filed its quarterly report covering the period ended June 30, 2026. The filing covers condensed financial statements for the three and six months ended June 30, 2026 and 2025, along with management's discussion and analysis and other disclosures required under the Securities Exchange Act of 1934.

According to the filing, the company's IPO closed on May 23, 2025 and was described as "upsized," with the underwriter fully exercising its over-allotment option for an additional 3,300,000 units. The Private Placement, which occurred simultaneously with the IPO closing, involved the issuance of Private Placement Units to the company's Sponsor and BTIG, LLC, the representative of the underwriters. An Administrative Services Agreement was entered into on May 21, 2025 with an affiliate of the Sponsor, and a Letter Agreement was entered into on the same date with the Sponsor, directors, and officers.

The filing states the Combination Period runs 24 months from the IPO closing to May 23, 2027, and notes this period "may be extended pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules." The company also referenced the Nasdaq 36-Month Requirement, which requires a SPAC to complete one or more Business Combinations within 36 months following the effectiveness of its IPO registration statement. Continental Stock Transfer and Trust Company serves as trustee of the Trust Account and rights agent for the Public Rights, according to the filing.

What Was Disclosed

The quarterly report discloses the company's share counts, its three Nasdaq-listed securities, its SPAC structure, the May 23, 2027 Business Combination deadline, and its status as a shell company, smaller reporting company, and emerging growth company.