Oyster Enterprises II Acquisition Corp-A 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-42662 Oyster EnterprisesII Acquisition Corp(Exact name of registrant as specified in its charter) Cayman Islands61-2218657(Stateorotherjurisdictionofincorporationororganization)(I.R.S.EmployerIdentificationNo.) Registrant’s telephone number, including area code: (786) 744-7720 Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 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 the definitions of “large accelerated filer,” “accelerated filer, “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Acceleratedfiler☐Non-accelerated filer☒Smallerreportingcompany☒Emerging growth company☒ 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 Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ The registrant’s Units began trading on the Global Market tier of The Nasdaq Stock Market on May 22, 2025 and the registrant’s ClassA Ordinary Shares and Rights began trading on the Global Market tier of The Nasdaq Stock Market on July 11, 2025. Accordingly,there was no market value for the registrant’s common equity as of the last business day of the second fiscal quarter of 2025. Theaggregate market value of the registrant’s outstanding Class A Ordinary Shares, other than shares held by persons who may be deemedaffiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on December 31, 2025, asreported on the Global Market tier of The Nasdaq Stock Market, was approximately $262,940,880. As of March 9, 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-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PAGEPART IItem 1.Business.1Item 1A.Risk Factors.19Item 1B.Unresolved Staff Comments.29Item 1C.Cybersecurity.29Item 2.Properties.29Item 3.Legal Proceedings.29Item 4.Mine Safety Disclosures.29PART IIItem 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.30Item 6.[Reserved]31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.31Item 7A.Quantitative and Qualitative Disclosures About Market Risk.36Item 8.Financial Statements and Supplementary Data.36Item 9.Changes in and Disagreements with Accountants on Accounting and Financial