SecProbe.io

December 4, 2024
Mario Zarazua
Chief Executive Officer
Oyster Enterprises II Acquisition Corp
801 Brickell Avenue
8th Floor
Miami, FL 33131
Re:Oyster Enterprises II Acquisition Corp
Draft Registration Statement on Form S-1
Submitted November 7, 2024
CIK No. 0002042182
Dear Mario Zarazua:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted November 7, 2024
Cover Page
1.Please reconcile the inconsistency in your statement, "Except for taxes, the proceeds
placed in the trust account and the interest earned thereon are not intended to be used
to pay for possible excise tax or any other fees or taxes that may be levied on the
Company pursuant to any current, pending or future rules or laws, including without
limitation any excise tax due under the Inflation Reduction Act of 2022 on any
redemptions or stock buybacks by our company."

December 4, 2024
Page 2
Sponsor Information, page 6
2.Please revise the disclosure outside of the table on pages 6-7 to describe the extent to
which the cashless exercise of private placement warrants may result in a material
dilution of the purchasers' equity interests. See Item 1602(b)(6) of Regulation S-K.
3.Please revise the table on pages 9-10 to disclose the lock-up agreement with the
underwriter. See Item 1603(a)(9) of Regulation S-K.
Competitive Strengths, page 11
4.Where you describe your management team's deal experience, please also describe the
experience in organizing special purpose acquisition companies, such as Oyster I. See
Item 1603(a)(3) of Regulation S-K.
Summary of Risk Factors, page 46
5.Please revise the eighth summary risk factor on page 47 to clarify that the purpose of
the structure is to provide anti-dilution protection to the initial shareholders.
6.Please add a summary risk factor highlighting the risks related to the non-managing
sponsor investors' expression of interest, as disclosed on pages 85-86.
We may not be able to complete an initial business combination . . ., page 74
7.With a view toward disclosure, please tell us whether your sponsor has any members
who are a non-U.S. person.
Dilution, page 104
8.Please amend your prospectus to provide outside of your dilution tables each material
potential source of future dilution following your registered offering, including
sources not included in the table with respect to the determination of net tangible book
value per share, as adjusted. By way of example, we note that up to $1.5 million of
loans made by your sponsor, officers and directors, or affiliates to or in connection
with your initial business combination may be convertible into units at a price of
$10.00 per unit at the option of the lender. Refer to Item 1602(c) of Regulation S-K
            Please contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-3295
if you have questions regarding comments on the financial statements and related matters.
Please contact Benjamin Holt at 202-551-6614 or Brigitte Lippmann at 202-551-3713 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser