Gesher Acquisition Corp II-A 2025年度季度报告

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 the 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 definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting 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 Section 13(a) of the Exchange Act.☐ As of May 14, 2025, there were14,940,625Class A ordinary shares, $0.0001 par value per share and5,513,483Class B ordinaryshares, $0.0001 par value per share, issued and outstanding. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025TABLE OF CONTENTS PART I - FINANCIAL INFORMATION GESHER ACQUISITION CORP. IICONDENSED STATEMENT OF OPERATIONS GESHER ACQUISITION CORP. IINOTES TO CONDENSED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations Gesher Acquisition Corp.II (the “Company”) is a special purpose acquisition company incorporated as a Cayman Islands exemptedcompany onAugust29, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange,asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “BusinessCombination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on As of March 31, 2025, the Company had not commenced any operations. All activity for the period from August29, 2024 (inception)through March 31, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which isdescribed below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The The registration statement for the Company’s Initial Public Offering was declared effective on March 14, 2025. On March 24, 2025,the Company consummated the Initial Public Offering of14,375,000units (the “Units” and, with respect to the Class A ordinaryshares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of1,875,000Units, at $10.00per Unit, generating gross proceeds of $143,750,000, which is described Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of565,625units (the “PrivatePlacement Units”) at a price of $10.00per Private Placement Unit, in a private placement to the Company’s sponsor, GesherAcquisition Sponsor II LLC (the “Sponsor”), and BTIG, LLC (“BTIG”), the representative of the underwriters, generating grossproceeds of $5,656,250, which is described in Note 4.Each Private Placement Unit consists of one Class A ordinary share and one-halfof one redeemable warrant (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”). Each whole Transaction costs amounted to $8,409,601, consisting of $2,875,000of cash underwriting fee, $5,031,250of deferred underwriting The Business Combination must be with one or more target businesses that together have a fair market value equal to at least80% ofthe net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and incometaxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a BusinessCombination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or Following the closing of the Initial Public Offering, on March 24, 2025, an amount of $144,181,250($10.03per Unit) from the netproceeds of the sale of the Units and the Private Placement Units, was placed in the trust account (the “Trust Account”), withContinental Stock Transfer & Trust Company acting as trustee. The funds are initially to be invested only in U.S.government treasuryobligations with a maturity of185daysor less or in money market funds meeting certain conditions under Rule2a-7 under theInvestment Company Act, which invest only in direct U.S.government treasury obligations; the holding of these assets in this form isintended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that might bedeemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Companyholds investments in the Trust Account, the Company may, at any time (based on management team’s ongoing assessment of allfactors related to the potential status under the Investmen