Oyster Enterprises II Acquisition Corp-A美股招股说明书(2025-05-22版)

Oyster EnterprisesII Acquisition Corp 22,000,000 Units OysterEnterprisesIIAcquisition Corp is a blank check company incorporated as aCaymanIslands exempted company and formed for the purpose of effecting a merger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilarbusiness combination with one or more businesses,which we refer tothroughoutthis prospectus as our initial business combination.We have not selectedanybusiness combination target and we have not,nor has anyone on our behalf,initiatedany substantive discussions,directly or indirectly,with any businesscombinationtarget.We may pursue an initial business combination in any business orindustry. This is an initial public offering of our securities. Each unit has an offering priceof$10.00 and consists of one ClassAordinary share and one right to receive onetenth(1/10)of a ClassAordinary share upon the consummation of an initialbusiness combination, as described in more detail in this prospectus. We refer to therightsincluded in the units as Share Rights.The underwriters have a 45-day optionfromthe date of this prospectus to purchase up to an additional 3,300,000 units tocover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless ofwhetherthey abstain,vote for,or vote against,our initial business combination,allor a portion of their ClassAordinary shares that were sold as part of theunits in this offering, which we refer to collectively as our public shares, upon thecompletion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below asof twobusiness days prior to the consummation of our initial business combination,includinginterest earned on the funds held in the trust account(net of amountswithdrawn to pay our income taxes, if any), divided by the number of then outstandingpublicClassAordinary shares,subject to the limitations and on the conditionsdescribedherein.The proceeds placed in the trust account and the interest earnedthereonwill not be used to pay for possible excise tax or any other fees or taxesthat may be levied on the Company pursuant to any current, pending or future rules orlaws,including without limitation any excise tax due under the Inflation ReductionActof2022onanyredemptionsorstockbuybacksbyourcompany.See“Summary—TheOffering—Redemptionrightsforpublicshareholdersuponcompletion of our initial business combination”onpage33and“Summary—TheOffering—Redemptionofpublicsharesanddistributionandliquidationifnoinitial business combination”on page 38 for moreinformation. Notwithstandingthe foregoing redemption rights,if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection withourinitial business combination pursuant to the tender offer rules,our amended andrestatedmemorandum and articles of association provide that a public shareholder,togetherwith any affiliate of such shareholder or any other person with whom suchshareholderis acting in concert or as a“group”(as defined under Section13oftheSecurities ExchangeActof1934,as amended(the“ExchangeAct”),will berestricted from redeeming its shares with respect to more than an aggregate of 15% oftheshares sold in this offering without our prior consent.However,we would not berestrictingour shareholders’ability to vote all of their shares(including allsharesheld by those shareholders that hold more than 15%of the shares sold in thisoffering)for or against our initial business combination.See“Summary—TheOffering—Limitationon redemption rights of shareholders holding 15%ormore of the shares sold in this offering if we hold shareholder vote”onpage 37 for further discussion on certain limitations on redemptionrights. Oursponsor,Oyster Enterprises II LLC,and BTIG,LLC(“BTIG”),the representativeof the underwriters, have committed, pursuant to written agreements, to purchase fromusan aggregate of 645,000 private placement units(or up to 708,000 private placementunits if the underwriters’ over-allotment option is exercised in full)at$10.00per unit(for an aggregate purchase price of$6,450,000(or up to$7,080,000ifthe underwriters’over-allotment option is exercised in full)in a privateplacementthat will close simultaneously with the closing of this offering.Of those645,000private placement units,our sponsor has agreed to purchase 425,000 privateplacement units (or up to 455,000 private placement units if the underwriters’ over-allotmentoption is exercised in full) and BTIG has agreed to purchase Table of Contents 220,000privateplacement units(or up to 253,000 private placement units if theunderwriters’over-allotment option is exercised in full).Each private placementunitconsists of one Class A ordinary share and one Share Right to receive one tenth(1/10)of a Class A ordinary share upon the consummation of an initial businesscombination,as described in more detail in