Form S-1MEF Oyster Enterprises II
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E-mailAs filed with the U.S. Securities and Exchange Commission on May 21, 2025.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Oyster Enterprises II Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands | 6770 | 61-2218657 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
801 Brickell Avenue
8th Floor
Miami, Florida, 33131
Tel: (786) 744-7720
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mario
Zarazua
Chief Executive Officer
801 Brickell Avenue
8th Floor
Miami, Florida, 33131
Tel: (786) 744-7720
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Douglas S. Ellenoff Stuart Neuhauser Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Tel: (212) 370-1300 |
Michael Johns Jordan Southway Maples and Calder (Cayman) LLP P.O. Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands Tel: (345) 949-8066 |
Mitchell S. Nussbaum David J. Levine Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 Tel: (212) 407-4000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-286984
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed by Oyster Enterprises II Acquisition Corp is a blank check company incorporated as a Cayman Islands exempted company (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-286984), initially filed by the Registrant on May 6, 2025 and declared effective by the Securities and Exchange Commission on May 21, 2025 (the “Prior Registration Statement”).
This Registration Statement covers the registration of an additional 2,300,000 of the Registrant’s units, each consisting of one Class A ordinary share and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
CERTIFICATION
The Registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed its bank to pay the filing fee set forth in Exhibit 107 filed herewith by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of May 22, 2025), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than May 22, 2025.
2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-286984) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
EXHIBIT INDEX
II-1
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida on the 21st day of May, 2025.
| Oyster Enterprises II Acquisition Corp | ||
| By: | /s/ Mario Zarazua | |
| Name: | Mario Zarazua | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Heath Freeman | Chairman of the Board of Directors | May 21, 2025 | ||
| Heath Freeman | ||||
| /s/ Mario Zarazua | Vice Chairman of the Board of Directors and | May 21, 2025 | ||
| Mario Zarazua | Chief Executive Officer (principal executive officer) | |||
| /s/ Mike Rollins | Chief Financial Officer | May 21, 2025 | ||
| Mike Rollins | (principal financial and accounting officer) |
II-2
Authorized representative IN THE UNITED STATES
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Oyster Enterprises II Acquisition Corp, in Miami, Florida, on the 21st day of May, 2025.
| By: | /s/ Mario Zarazua | |
| Name: | Mario Zarazua | |
| Title: | Chief Executive Officer |
II-3
ATTACHMENTS / EXHIBITS
OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP
OPINION OF MAPLES AND CALDER (CAYMAN) LLP, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT
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