Sec Form 3 Filing - Oyster Enterprises II LLC @ Oyster Enterprises II Acquisition Corp - 2025-05-21

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Oyster Enterprises II LLC 2. Issuer Name and Ticker or Trading Symbol Oyster Enterprises II Acquisition Corp [ OYSE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O OYSTER ENTERPRISES II ACQ CORP, 801 BRICKELL AVENUE 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/21/2025 (Street) MIAMI, FL33131 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 7,906,250 ( 2 ) D ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oyster Enterprises II LLC C/O OYSTER ENTERPRISES II ACQ CORP 801 BRICKELL AVENUE 8TH FLOOR MIAMI, FL33131 X Oyster Management II LLC C/O OYSTER ENTERPRISES II ACQ CORP 801 BRICKELL AVENUE 8TH FLOOR MIAMI, FL33131 X Zarazua Mario C/O OYSTER ENTERPRISES II ACQ CORP 801 BRICKELL AVENUE 8TH FLOOR MIAMI, FL33131 X X Chief Executive Officer VC of the Board of Directors Freeman Heath C/O OYSTER ENTERPRISES II ACQ CORP 801 BRICKELL AVENUE 8TH FLOOR MIAMI, FL33131 X X Chairman SMITH RANDALL D C/O OYSTER ENTERPRISES II ACQ CORP 801 BRICKELL AVENUE 8TH FLOOR MIAMI, FL33131 X Advisor Signatures /s/ Mario Zarazua, Managing Member of Oyster Management II LLC, Managing Member of Oyster Enterprises II LLC 05/21/2025 Signature of Reporting Person Date /s/ Mario Zarazua 05/21/2025 Signature of Reporting Person Date /s/ Heath Freeman 05/21/2025 Signature of Reporting Person Date /s/ Randall Smith 05/21/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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