Sec Form 13D Filing - Oyster Enterprises II LLC filing for - 2025-06-02

The address of the principal business and principal office of each of the Sponsor, Oyster Management II LLC, Heath Freeman, Mario Zarazua and Randall Smith, is c/o 801 Brickell Avenue, 8th Floor, Miami, Florida, 33131.

The Sponsor's principal business is to act as the Issuer's sponsor. Oyster Management II LLC, is the managing member of our sponsor. Heath Freeman is the Issuer's Chairman of the Board, Mario Zarazua is the Issuer's Vice Chairman and Chief Executive Officer and Randall Smith is an advisor to the Issuer; Messrs. Freeman, Zarazua and Smith are the managing members of Oyster Management II LLC.

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Sponsor is a Delaware limited liability company. Oyster Management II LLC is a Delaware limited liability company. Heath Freeman, Mario Zarazua and Randall Smith are each U.S. citizens.

The aggregate purchase price for the Ordinary Shares currently beneficially owned by the Reporting Persons was $4,575,000. The source of these funds was the working capital of the Sponsor.

In connection with the organization of the Issuer, on October 16, 2024, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the Issuer's offering costs in exchange for 7,187,500 Class B Ordinary Shares (the "Founder Shares"), pursuant to the Securities Subscription Agreement dated as of October 16, 2024 between the Sponsor and the Issuer (the "Founder Share Purchase Agreement") as more fully described in Item 6 of this Section 13D, which information is incorporated by reference. In May 2025, the Issuer issued an 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. On May 23, 2025, simultaneously with the consummation of the Issuer's Initial Public Offering (the "IPO"), the Sponsor purchased 455,000 units ("Placement Units") of the Issuer at $10.00 per Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated as of May 21, 2025, by and between the Issuer and the Sponsor (the "Placement Units Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Placement Unit consists of one Class A Ordinary Share and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination (as described more fully in the Issuer's Final Prospectus dated May 21, 2025). The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.

The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 33,914,250 Ordinary Shares, including 26,008,000 Class A ordinary shares 7,906,250 and Class B Ordinary Shares outstanding as of May 23, 2025, as reported by the Issuer in its Current Report on Form 8-K, filed by the Issuer with the SEC on May 30, 2025) are as follows: Sponsor - Amount beneficially owned: 8,361,250 and Percentage: 24.7%; Oyster Management II LLC - Amount beneficially owned: 8,361,250 and Percentage: 24.7%; Heath Freeman - Amount beneficially owned: 8,361,250 and Percentage: 24.7%; Mario Zarazua - Amount beneficially owned: 8,361,250 and Percentage: 24.7%; and Randall Smith - Amount beneficially owned: 8,361,250 and Percentage: 24.7%.

The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 33,914,250 Ordinary Shares, including 26,008,000 Class A ordinary shares and 7,906,250 Class B Ordinary Shares outstanding as of May 23, 2025, as reported by the Issuer in its Current Report on Form 8-K,filed by the Issuer with the SEC on May 30, 2025) are as follows: Sponsor Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 8,361,250, ii. Shared power to vote or to direct the vote: 0, iii. Sole power to dispose or to direct the disposition of: 8,361,250, and iv. Shared power to dispose or to direct the disposition of: 0; Oyster Management II LLC Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 0, ii. Shared power to vote or to direct the vote: 8,361,250, iii. Sole power to dispose or to direct the disposition of: 0, and iv. Shared power to dispose or to direct the disposition of: 8,361,250; Heath Freeman Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 0, ii. Shared power to vote or to direct the vote: 8,361,250, iii. Sole power to dispose or to direct the disposition of: 0, iv. Shared power to dispose or to direct the disposition of: 8,361,250; Mario Zarazua Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 0, ii. Shared power to vote or to direct the vote: 8,361,250, iii. Sole power to dispose or to direct the disposition of: 0, iv. Shared power to dispose or to direct the disposition of: 8,361,250; Randall Smith Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 0, ii. Shared power to vote or to direct the vote: 8,361,250, iii. Sole power to dispose or to direct the disposition of: 0, iv. Shared power to dispose or to direct the disposition of: 8,361,250. Oyster Management II LLC, the managing member of the Sponsor, holds voting and investment discretion with respect to the securities held of record by the Sponsor. Heath Freeman, the Issuer's Chairman of the Board, Mario Zarazua the Issuer's Vice Chairman and Chief Executive Officer and Randall Smith, an advisor to the Issuer, collectively own 100% of the membership interests in Oyster Management II LLC. . Each of Oyster Management II LLC, Heath Freeman, Mario Zarazua and Randall Smith disclaim any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest each of them may have therein, directly or indirectly.

None of the Reporting Persons has effected any transactions of Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 4 and Item 6 of this Schedule 13D, which information is incorporated herein by reference.

Not applicable.

Not applicable.

Founder Share Purchase Agreement between the Issuer and Sponsor On October 16, 2024, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the Issuer's offering costs in exchange for 7,187,500 Class B Ordinary Shares (the "Founder Shares"). In May 2025, the Issuer issued an 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 The description of the Founder Share Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.8 to the Registration Statement on Form S-1 initially filed by the Issuer with the SEC on May 6, 2025 (and is incorporated by reference herein as Exhibit 10.1). Placement Units Purchase Agreement On May 23, 2025, simultaneously with the consummation of the IPO, the Sponsor purchased 455,000 Placement Units pursuant to the Placement Units Purchase Agreement. The Placement Units and the securities underlying such Placement Units are subject to a lock up provision in the Placement Units Purchase Agreement, which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the Issuer's initial business combination, subject to certain limited exceptions as described in the Insider Letter (as defined below). The description of the Placement Units Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 27, 2025 (and is incorporated by reference herein as Exhibit 10.2). Insider Letter Agreement On May 23, 2025, in connection with the IPO, the Issuer, the Sponsor and certain other parties thereto entered into a letter agreement (the "Insider Letter"). Pursuant to the Insider Letter, the Sponsor and the Issuer's officers and directors agreed (A) to vote their Founder Shares, any Ordinary Shares underlying the Placement Units and any public shares in favor of any proposed business combination, except that it or he shall not vote any Class A Ordinary Shares that it or he purchased after the Issuer publicly announces its intention to engage in such proposed business combination for or against such proposed business combination, (B) not to propose an amendment to the Issuer's Amended and Restated Memorandum and Articles of Association (i) that would modify the substance or timing of the Issuer's obligation to redeem 100% of the public shares if the Issuer does not consummate a business combination within 24 months from the completion of the IPO, or (ii) with respect to any other provision relating to the rights of holders of Class A Ordinary Shares or pre-initial business combination activity, unless the Issuer provides the holders of public shares with the opportunity to redeem such shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Issuer's trust account set up in connection with the IPO (the "Trust Account") including interest earned on the funds held in the Trust Account and net of taxes payable, divided by the number of then outstanding public shares, (C) not to redeem any Ordinary Shares in connection with a shareholder vote to approve the Issuer's proposed initial business combination or a vote to amend the provisions of the Issuer's Amended and Restated Memorandum and Articles of Association relating to shareholders' rights or pre-business combination activity and (D) that the Founder Shares and any Ordinary Shares underlying the Placement Units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Sponsor also agreed that, in the event of the liquidation of the Trust Account of the Issuer, it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject to as a result of any claim by any vendor or other person (other than the Company's independent public accountants) who is owed money by the Issuer for services rendered or products sold to or contracted for the Issuer, or by any target business with which the Issuer has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of taxes payable, if any; provided that such indemnity shall not apply if such vendor or prospective target business executes an agreement waiving any claims against the Trust Account. The description of the Insider Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.5 to the Form 8-K filed by the Issuer with the SEC on May 27, 2025 (and is incorporated by reference herein as Exhibit 10.3). Registration Rights Agreement On May 23, 2025, in connection with the IPO, the Issuer, the Sponsor and other security holders entered into a registration rights agreement with the Issuer, pursuant to which the Sponsor was granted certain demand and "piggyback" registration rights, which will be subject to customary conditions and limitations. The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.2 to the Form 8-K filed by the Issuer with the SEC on May 27, 2025 (and is incorporated by reference herein as Exhibit 10.4).

Exhibit 10.1 - Securities Subscription Agreement, dated as of October 16, 2024, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 initially filed by the Issuer with the SEC on May 6, 2025). Exhibit 10.2 - Private Placement Units Purchase Agreement, dated as of May 21, 2025, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 27, 2025). Exhibit 10.3 - Letter Agreement, dated as of May 21, 2025, by and among the Issuer, the Sponsor and the Issuer's officers and directors (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 27, 2025). Exhibit 10.4 - Registration Rights Agreement, dated as of May 21, 2025, by and among the Issuer, the Sponsor and other security holders (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 27, 2025). Exhibit - 99.1 Joint Filing Agreement, June 2, 2025, by and among the Reporting Persons.