加塔收购 Corp II-A 2025年季度报告

FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 or Commission File Number:001-42854 Galata Acquisition Corp. II(Exact name of registrant as specified in its charter) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b) of the Act: 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 Rule405 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 Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ 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 is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of November 13, 2025, there were17,250,000Class A Ordinary Shares, par value $0.0001 per share, and5,750,000Class BOrdinary Shares, par value $0.0001 per share, of the registrant issued and outstanding. GALATA ACQUISITION CORP. II FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025 TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATION1Item 1.Financial Statements.1Unaudited Condensed Balance Sheet as of September 30, 20251Unaudited Condensed Statements of Operations for the Three Months Ended September 30, 2025 and thePeriod from June 20, 2025 (Inception) Through September 30, 20252Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended September30, 2025 and the Period from June 20, 2025 (Inception) Through September 30, 20253Unaudited Condensed Statement of Cash Flows for the Period from June 20, 2025 (Inception) ThroughSeptember 30, 20254Notes to Unaudited Condensed Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.19Item 3.Quantitative and Qualitative Disclosures About Market Risk.24Item 4.Controls and Procedures.24PART II – OTHER INFORMATION25Item 1.Legal Proceedings.25Item 1A.Risk Factors.25Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.26Item 3.Defaults Upon Senior Securities.27Item 4.Mine Safety Disclosures.27Item 5.Other Information.27Item 6.Exhibits.28SIGNATURES29i Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“Administrative Services Agreement” are to the Administrative Services Agreement, dated September 18, 2025, which weentered into with our Sponsor (as defined below);●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently ineffect;●“ASC” are to the FASB (as defined below) Accounting Standards Codification;●“ASC 280” are to FASB ASC Topic 280,“Segment Reporting”;●“ASU” are to the FASBAccounting Standards Update;●“ASU 2023-07” are to ASU Topic 2023-07, “Segment Reporting (Topic280): Improvements to Reportable SegmentDisclosures”;●“Board of Directors” or “Board” are to our board of directors;●“BTIG” are to BTIG LLC, the sole-book running manager and representative of the several underwriters of the Initial PublicOffering (as defined below);●“Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similarbusiness combination with one or more businesses;●“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;●“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;●“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;●“Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) toSeptember 22, 2027 (or such earlier date as determined by the Board), that we have to consummate an initial BusinessCombination, or (ii) such other period in which we must consummate an initi