Oyster Enterprises II Acquisition Corp-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or Commission File Number: 001-42662 Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 6, 2026, there were 26,008,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,906,250 Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. OYSTER ENTERPRISES II ACQUISITION CORP FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 TABLE OF CONTENTS PagePart I. Financial Information1Item 1. Financial Statements1Condensed Balance Sheets as of March 31, 2026(Unaudited) and December 31, 20251Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)2Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 2025(Unaudited)3Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk24Item 4. Controls and Procedures24Part II. Other Information25Item 1. Legal Proceedings25Item 1A. Risk Factors25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds26Item 3. Defaults Upon Senior Securities26Item 4. Mine Safety Disclosures26Item 5. Other Information26Item 6. Exhibits26Signatures27 Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“2025 Annual Report” are to our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC(as defined below) on March 6, 2026;●“Administrative Services Agreement” are to the Administrative Services Agreement, dated May 21, 2025, which we enteredinto with an affiliate of our Sponsor (as defined below);●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as amendedand restated, and currently in effect;●“ASC” are to the FASB (as defined below) Accounting Standards Codification;●“ASU” are to the FASB Accounting Standards Update;●“Board of Directors” or “Board” are to our board of directors;●“Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses;●“BTIG” are to BTIG, LLC, the representative of the underwriters of the Initial Public Offering (as defined below);●“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;●“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;●“Combination Period” are to the 24-month period, from the closing of the Initial Public Offering to May 23, 2027, that wehave to consummate an initial Business Combination; provided that the Combination Period may be extended pursuant to anamendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules;●“Company,” “our,” “we,” or “us” are to Oyster Enterprises II Acquisition Corp, a Cayman Islands exempted company;●“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and rightsagent of our Public Rights (as defined belo