Gesher Acquisition Corp II-A美股招股说明书(2025-03-21版)

Gesher Acquisition Corp.II 12,500,000Units_________________________ GesherAcquisition Corp.IIis a blank check company incorporated as a CaymanIslandsexemptedcompanyandformedforthepurposeofeffectingamerger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilar business combination with one or more businesses, or entities, which we refertothroughout this prospectus as our initial business combination.We have notselectedany business combination target and we have not,nor has anyone on ourbehalf,initiated any substantive discussions,directly or indirectly,with anybusinesscombination target.We may pursue a business combination opportunity in anybusinessor industry we choose although we currently intend to focus on targetbusinesseslocatedinIsrael,particularlythosethatconductbusinessinternationallyin Asia,Europe or North America.We will not pursue,however,anytargetnor consummate an initial business combination with any entity that isincorporated, organized or has its principal business operations in China, HongKongor Macau. This is an initial public offering of our securities. Each unit has an offering priceof$10.00 and consists of one Class A ordinary share and one-half of one redeemablewarrant.Each whole warrant entitles the holder thereof to purchase one ClassAordinaryshare at a price of$11.50 per share,subject to adjustment as describedherein.Only whole warrants are exercisable.No fractional warrants will be issueduponseparation of the units and only whole warrants will trade.The warrants willbecome exercisable 30days after the completion of our initial business combination,andwill expire five years after the completion of our initial business combinationorearlier upon redemption or our liquidation,as described herein.The underwritershave a 45-day option from the date of this prospectus to purchase up to an additional1,875,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless ofwhetherthey abstain,vote for,or vote against,our initial business combination,allor a portion of their ClassAordinary shares that were sold as part of theunits in this offering, which we refer to collectively as our public shares, upon thecompletion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below asof twobusiness days prior to the consummation of our initial business combination,includinginterest earned on the funds held in the trust account(net of amountswithdrawn to pay our income taxes, if any), divided by the number of then outstandingpublicClassAordinary shares,subject to the limitations and on the conditionsdescribedherein.See“Summary—TheOffering—Redemptionrightsforpublicshareholdersuponcompletion of our initial business combination”onpage34and“Summary—TheOffering—Redemptionofpublicsharesanddistributionandliquidationifnoinitial business combination”on page 40 for moreinformation. Notwithstandingthe foregoing redemption rights,if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection withourinitial business combination pursuant to the tender offer rules,our amended andrestatedmemorandum and articles of association provide that a public shareholder,togetherwith any affiliate of such shareholder or any other person with whom suchshareholderis acting in concert or as a“group”(as defined under Section13oftheSecurities ExchangeActof1934,as amended(the“ExchangeAct”),will berestricted from redeeming its shares with respect to more than an aggregate of 15% oftheshares sold in this offering without our prior consent.However,we would not berestrictingour shareholders’ability to vote all of their shares(including allsharesheld by those shareholders that hold more than 15%of the shares sold in thisoffering)for or against our initial business combination.See“Summary—TheOffering—Limitationon redemption rights of shareholders holding 15%ormore of the shares sold in this offering if we hold shareholder vote”onpage 39 for further discussion on certain limitations on redemptionrights. Oursponsor,Gesher Acquisition SponsorIILLC,and BTIG,LLC(“BTIG”),therepresentativeof the underwriters,have committed,pursuant to written agreements,topurchase from us an aggregate of 522,500 private placement units(or 565,625privateplacement units if the underwriters’over-allotment option is exercised infull)at$10.00 per unit(for an aggregate purchase price of$5,225,000(or up to$5,656,250if the underwriters’over-allotment option is exercised in full)in aprivateplacement that will close simultaneously with the closing of this offering.Ofthose 522,500 private placement units,our sponsor has agreed to purchase 397,500private placement units (403,125units if the underwriters’ over-allotment option isexercisedin full)and BTIG has agreed to purchase 125,000privateplacement units(or up to 162,500 private pl