Oyster Enterprises II Acquisition Corp

Previous wording

Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we are focusing our search on AI companies positioned to complement or disrupt those industries, as well as companies within the digital assets and blockchain ecosystem. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.

Current wording

Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we are focusing our search on AI companies positioned to complement or disrupt established industries, as well as companies within the digital assets and blockchain ecosystem. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.

Previous 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.

Current wording

For the three months ended September 30, 2026, we had net income of $2,209,200, which consists of interest earned on investments held in the Trust Account of $2,353,094, offset by formation, general and administrative costs of $143,894.

Previous wording

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 wording

For the three months ended September 30, 2025, we had net income of $2,656,637, which consisted of interest income on investments held in the Trust Account of $2,809,784, offset by formation, and general and administrative costs of $153,147.

Previous wording

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 wording

For the nine months ended September 30, 2026, we had net income of $6,501,323, which consists of interest earned on investments held in the Trust Account of $6,956,004, offset by formation, general and administrative costs of $454,681.

Previous wording

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 wording

For the nine months ended September 30, 2025, we had net income of $3,474,890, which consisted of interest income on investments held in the Trust Account of $3,779,851, offset by formation, and general and administrative costs of $304,961.

Previous 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.

Current wording

For the nine months ended September 30, 2026, net cash used in operating activities was $395,251. Net income of $6,501,323 was impacted by interest earned on investments held in the Trust Account of $6,956,004. Changes in operating assets and liabilities provided $59,430 of cash from operating activities.

Previous 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.

Current wording

For the nine months ended September 30, 2025, net cash used in operating activities was $497,761. Net income of $3,474,890 was affected by interest earned on investments held in the Trust Account of $3,779,851 and payment of operation costs through the IPO Promissory Note of $25,100. Changes in operating assets and liabilities utilized $217,900 of cash in operating activities.

Previous 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.

Current wording

As of September 30, 2026, we had investments held in the Trust Account of $266,197,065 (including approximately $13,197,065 of interest income) consisting of U.S. Treasury bills. 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 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.

Current wording

As of September 30, 2026, we had cash of $394,333. 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

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 wording

In connection with the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40, “Presentation of Financial Statements –Going Concern,” Management has determined that the Company currently lacks the liquidity needed to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements and the notes thereto included in the Report under Item 1. “Financial Statements” are issued, as the Company 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.

Previous wording

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2025 or the completion of our Initial Public Offering. The loan balance of $239,487.48 was fully repaid upon the consummation of our Initial Public Offering on May 23, 2025. No additional borrowing is available under the IPO Promissory Note.

Current wording

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2025 or the completion of our Initial Public Offering. The loan balance of $239,487 was fully repaid upon the consummation of our Initial Public Offering on May 23, 2025. No additional borrowing is available under the IPO Promissory Note.

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. 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.

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 nine months ended September 30, 2026, the Company incurred $30,000 and $90,000, respectively, in fees for these services. For the three and nine months ended September 30, 2025, the Company incurred and paid $30,000 and $50,000, respectively, in fees for these services.

Previous wording

The underwriters were paid a cash underwriting discount of $4,600,000 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering). Additionally, the underwriters are entitled to the Deferred Fee of $8,855,000, upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.

Current wording

The Underwriters were paid a cash underwriting discount of $5,060,000 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering). Additionally, the Underwriters are entitled to the Deferred Fee of $8,855,000, upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.

Previous wording

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.

Current wording

In November 2024, the FASB issued ASU Topic 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.