Oyster Enterprises II Acquisition Corp
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 2026
OYSE$10.44-0.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001213900-26-052913
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001213900-26-085929
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 53 previous paragraphs and 55 current paragraphs.
42 unchanged; 6 reworded; 7 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
For the three months ended June 30, 2025, we had net income of $843,353, which consisted of interest income on investments held in the Trust Account of $970,067, offset by offset by formation, general and administrative costs of $126,714.
Current report
For the six months ended June 30, 2026, we had net income of $4,292,123, which consists of interest earned on investments held in the Trust Account of $4,602,910, offset by formation, general and administrative costs of $310,787.
Current report
For the six months ended June 30, 2025, we had net income of $818,253, which consisted of interest income on investments held in the Trust Account of $970,067, offset by offset by formation, general and administrative costs of $151,814.
Current report
Liquidity, Capital Resources and Going Concern
Current report
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements –Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company may need to raise additional capital through loans or additional investments from the Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential Business Combination, and reducing overhead expenses. There is no assurance that the Company’s plans to raise additional capital will be successful. The Company has until May 23, 2027, to consummate a Business Combination. If a Business Combination is not consummated by then, the Company may, however, elect to seek to extend the period during which we may consummate a Business Combination consistent with applicable laws, regulations and stock exchange rules. Such an extension will require the approval of the Company’s shareholders, who will be provided the opportunity at that time to redeem all or a portion of their Public Shares (which would likely have a material adverse effect on the amount held in the Trust Account and other adverse effects on the Company. Should a Business Combination not occur, there may be a mandatory liquidation of the Trust Account and subsequent dissolution of the Company. Such potential liquidity shortfalls and mandatory liquidation condition raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s unaudited condensed financial statements contained in this Report do not include any adjustments that might result from the outcome of these uncertainties.
Current report
We apply the two-class method in calculating earnings per share. We have two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.
Current report
In November 2024, the FASB issued ASU 2024-03 – “Disaggregation of Income Statement Expenses”. The new standard requires public business entities to disclose additional information about their expenses in the notes to financial statements. This standard is effective for the annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. We do not believe that adoption of the new standard will have a material impact on our financial statements.
Removed paragraphs (5)
Previous report
For the three months ended March 31, 2025, we had net loss of $25,100, consisting entirely of formation, general and administrative costs.
Previous report
Liquidity and Capital Resources
Previous report
We do not believe we will need to raise additional funds to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Previous report
We apply the two-class method in calculating earnings per share. Net income per Ordinary Share, basic and diluted for redeemable Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account by the weighted average number of redeemable Class A Ordinary Shares outstanding since original issuance. Net income per Ordinary Share, basic and diluted for Class A and non-redeemable Class B Ordinary Shares is calculated by dividing the net income, less income attributable to redeemable Class A Ordinary Shares, by the weighted average number of Class A and non-redeemable Class B Ordinary Shares outstanding for the periods presented.
Previous report
In November 2023, the FASB issued ASU Topic 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to a company’s chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by FASB ASC Topic 280, “Segment Reporting” (“ASC 280”) in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment disclosures in ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
Reworded paragraphs (6)
Previous wording
For the three months ended March 31, 2026, we had net income of $2,086,627, which consists of interest earned on marketable securities held in the Trust Account of $2,254,719, offset by formation, general and administrative costs of $168,092.
Current wording
For the three months ended June 30, 2026, we had net income of $2,205,496, which consists of interest earned on investments held in the Trust Account of $2,348,191, offset by formation, general and administrative costs of $142,695.
Previous wording
For the three months ended March 31, 2026, net cash used in operating activities was $173,417. Net income of $2,086,627 was impacted by interest earned on marketable securities held in the Trust Account of $2,254,719. Changes in operating assets and liabilities used $5,325 of cash from operating activities.
Current wording
For the six months ended June 30, 2026, net cash used in operating activities was $290,335. Net income of $4,292,123 was impacted by interest earned on marketable securities held in the Trust Account of $4,602,910. Changes in operating assets and liabilities provided $20,452 of cash from operating activities.
Previous wording
For the three months ended March 31, 2025, net cash used in operating activities was $0. Net loss of $25,100 was impacted by payment of general and administrative costs. Changes in operating assets and liabilities provided $25,100 of cash from operating activities.
Current wording
For the six months ended June 30, 2025, net cash used in operating activities was $357,152. Net income of $818,253 was impacted by interest earned on marketable securities held in the Trust Account of $970,067 and payment of operation costs through the IPO Promissory Note of $25,100. Changes in operating assets and liabilities provided $230,438 of cash from operating activities.
Previous wording
As of March 31, 2026, we had marketable securities held in the Trust Account of $261,495,780 (including approximately $2,254,719 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Current wording
As of June 30, 2026, we had marketable securities held in the Trust Account of $263,843,971 (including approximately $10,843,971 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous wording
As of March 31, 2026, we had cash of $691,167. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Current wording
As of June 30, 2026, we had cash of $574,249. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Previous wording
Commencing on May 21, 2025, and until the completion of our Business Combination or liquidation, we may reimburse an affiliate of our Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. As of March 31, 2026, we incurred $30,000 in fees for these services, of which $10,000 was included in accrued expenses in the balance sheets of the unaudited condensed financial statements included elsewhere in this Report.
Current wording
Commencing on May 21, 2025, and until the completion of our Business Combination or liquidation, we may reimburse an affiliate of our Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended June 30, 2026, the Company incurred and paid $30,000 and $60,000, respectively, in fees for these services. For the three and six months ended June 30, 2025, the Company incurred and paid $20,000 in fees for these services.