Oyster Enterprises II Acquisition Corp S-1

REGISTRATION STATEMENT

MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE REGISTRANT

FORM OF SPECIMEN UNIT CERTIFICATE

FORM OF SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE

FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, OYSTER ENTERPRISES II LLC AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND OYSTER ENTERPRISES II LLC

FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND BTIG

FORM OF INDEMNITY AGREEMENT

PROMISSORY NOTE ISSUED TO OYSTER ENTERPRISES II LLC

SECURITIES SUBSCRIPTION AGREEMENT BETWEEN OYSTER ENTERPRISES II LLC AND THE REGISTRANT

FORM OF ADMINISTRATIVE SERVICES AGREEMENT

FORM OF CODE OF BUSINESS CONDUCT AND ETHICS

CONSENT OF WITHUM SMITH+BROWN, PC

FORM OF AUDIT COMMITTEE CHARTER

FORM OF COMPENSATION COMMITTEE CHARTER

CONSENT OF DIVYA NARENDRA TO BE NAMED AS DIRECTOR NOMINEE

CONSENT OF LIEF HANIFORD TO BE NAMED AS DIRECTOR NOMINEE

CONSENT OF JORDAN FLIEGEL TO BE NAMED AS DIRECTOR NOMINEE

FILING FEE TABLE

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