SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Oyster Enterprises II LLC (Last) (First) (Middle) C/O OYSTER ENTERPRISES II ACQ CORP 801 BRICKELL AVENUE, 8TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Oyster Enterprises II Acquisition Corp [ OYSE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/23/2025
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	05/23/2025		P		455,000(1)	A	$10	455,000	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Rights to receive Class A ordinary shares	(3)	05/23/2025		P		455,000(3)		(3)	(3)	Class A Ordinary Shares	45,500(3)	(3)	8,361,250(4)	D(3)

1. Name and Address of Reporting Person* Oyster Enterprises II LLC (Last) (First) (Middle) C/O OYSTER ENTERPRISES II ACQ CORP 801 BRICKELL AVENUE, 8TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Oyster Management II LLC (Last) (First) (Middle) C/O OYSTER ENTERPRISES II ACQ CORP 801 BRICKELL AVENUE, 8TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Zarazua Mario (Last) (First) (Middle) C/O OYSTER ENTERPRISES II ACQ CORP 801 BRICKELL AVENUE, 8TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) X Other (specify below) Chief Executive Officer VC of the Board of Directors

1. Name and Address of Reporting Person* Freeman Heath (Last) (First) (Middle) C/O OYSTER ENTERPRISES II ACQ CORP 801 BRICKELL AVENUE, 8TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Chairman

1. Name and Address of Reporting Person* SMITH RANDALL D (Last) (First) (Middle) C/O OYSTER ENTERPRISES II ACQ CORP 801 BRICKELL AVENUE, 8TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Advisor

Explanation of Responses:

1. Reflects the 455,000 Class A ordinary shares of Oyster Enterprises II Acquisition Corp (the "Issuer") that are included in the 455,000 private placement units of the Issuer purchased by Oyster Enterprises II LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination.

2. The Sponsor is the record holder of the shares reported herein. Oyster Management II LLC is the managing member of the Sponsor. Mario Zarazua, Heath B. Freeman and Randall D. Smith are the managing members of Oyster Management II LLC and hold voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor. As such, Mr. Zarazua, Mr. Freeman and Mr. Smith may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Zarazua, Mr. Freeman and Mr. Smith disclaim any beneficial ownership except to the extent of their pecuniary interest therein.

3. Represents the 45,500 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 455,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein. No fractional Class A ordinary shares will be issued upon conversion of such rights.

4. Represents (i) the 455,000 rights referred to in footnotes 1 and 3 and (ii) 7,906,250 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor.

	/s/ Mario Zarazua, Managing Member of Oyster Management II LLC, Managing Member of Oyster Enterprises II LLC	05/27/2025
	/s/ Mario Zarazua	05/27/2025
	/s/ Heath Freeman	05/27/2025
	/s/ Randall Smith	05/27/2025
	** Signature of Reporting Person	Date
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