Sec Form 4 Filing - Oyster Enterprises II LLC @ Oyster Enterprises II Acquisition Corp - 2025-05-23

FORM 4 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) 05/23/2025 (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 Class A ordinary shares 05/23/2025 P 455,000 ( 1 ) A $ 10 455,000 D ( 2 )

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 Rights to receive Class A ordinary shares ( 3 ) 05/23/2025 P 455,000 ( 3 ) ( 3 ) ( 3 ) Class A Ordinary Shares 45,500 ( 3 ) ( 3 ) 8,361,250 ( 4 ) D ( 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 05/27/2025 Signature of Reporting Person Date /s/ Mario Zarazua 05/27/2025 Signature of Reporting Person Date /s/ Heath Freeman 05/27/2025 Signature of Reporting Person Date /s/ Randall Smith 05/27/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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.

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).

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