IPO and Financing - The company completed its Initial Public Offering (IPO) on September 18, 2025, raising gross proceeds of $172.5 million from the sale of 17,250,000 Units at $10.00 per Unit[23]. - An additional $5.3 million was generated from the private sale of 5,300,000 Private Placement Warrants at $1.00 per warrant[24]. - The total amount of $172.5 million from the IPO and Private Placement has been placed in a Trust Account[25]. - The company has $166,462,500 available for a Business Combination as of December 31, 2025, before redemptions and taxes[50]. - The company may need additional financing to complete its initial Business Combination if the cash required exceeds the available funds in the Trust Account[51]. - The company may seek Working Capital Loans up to $1,500,000, which can be converted into units of the post-Business Combination entity at a price of $1.00 per unit[183]. - The Underwriters are entitled to a Deferred Fee of up to $0.35 per Unit, totaling up to $6,037,500, payable upon the consummation of an initial Business Combination[187]. Business Combination and Strategy - The company must complete its initial Business Combination by September 22, 2027, or face liquidation and distribution of the Trust Account funds[26]. - The company is focused on target businesses in sectors such as energy, fintech, real estate, and technology[22]. - The company aims to acquire 100% of the equity interests or assets of target businesses, but may acquire less than 100% if it meets specific objectives[45]. - The company intends to utilize cash from the IPO and Private Placement for its initial Business Combination, which may involve financially unstable or early-stage companies[40]. - The company may seek to extend the Combination Period with shareholder approval, which could affect the Trust Account and capitalization[27]. - The company may continue to seek a Business Combination with a different target if the initial one is not completed within the Combination Period[100]. - The company may incur losses if costs associated with identifying and evaluating target businesses do not lead to a completed Business Combination[64]. - The company may face increased competition from other SPACs for attractive target businesses, potentially impacting acquisition terms[65]. - The company may face significant competition for Business Combination opportunities, which could hinder the completion of the initial Business Combination[126]. - The company may engage in a Business Combination with target businesses that have relationships with affiliates, raising potential conflicts of interest[129]. Shareholder Rights and Redemption - The pro rata Redemption Price for Public Shares was approximately $10.10 as of December 31, 2025, but actual distribution may be affected by creditor claims[43]. - Shareholder approval is required for the initial Business Combination if the issuance of Ordinary Shares exceeds 20% of the outstanding shares or if a director or substantial shareholder has a 5% or greater interest in the target business[74]. - The company will provide Public Shareholders with the opportunity to redeem their shares upon completion of the initial Business Combination, regardless of their voting stance[80]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent, which aims to prevent a small group from blocking the Business Combination[94]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[99]. - The company will not restrict Public Shareholders' ability to vote all of their Public Shares for or against the initial Business Combination[95]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer Public Shares to exercise redemption rights, with specific deadlines outlined in proxy materials[96]. Management and Governance - The Management Team includes experienced members such as Daniel Freifeld (Chairman), Craig Perry (CEO), and Powers Spencer (CFO)[26]. - The management team has developed a broad network of contacts that provides a substantial number of potential initial Business Combination targets[52]. - The company may seek to recruit additional managers post-Business Combination, but there is no assurance that suitable candidates can be found[70]. - The decision to seek shareholder approval for the Business Combination will be made at the company's discretion based on various factors, including timing and costs[72]. - The Board consists of four members divided into three classes, with each class serving a three-year term[219]. - Officers are appointed by the Board and serve at its discretion, rather than for specific terms[220]. - There are no material legal proceedings involving any director or executive officer in the last ten years[218]. - No family relationships exist between any directors or executive officers[217]. Financial Performance and Reporting - For the period from June 20, 2025, to December 31, 2025, the company reported a net income of $1,534,988, primarily from interest income on marketable securities[175]. - Cash used in operating activities during the same period was $365,659, influenced by formation costs and general administrative expenses[177]. - The company incurred total costs of $10,060,403 related to the IPO, which included a cash underwriting fee of $3,450,000 and a Deferred Fee of $6,037,500[176]. - The company has no long-term debt or capital lease obligations, with only administrative service fees incurred amounting to $34,000 from inception through December 31, 2025[185]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[115]. - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[118]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[120]. - The company is also classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements[121]. - The company does not expect any recently issued accounting standards to materially affect its financial statements[195]. Risks and Challenges - The company may not be able to complete its initial Business Combination within the Combination Period, which could lead to liquidation and redemption of Public Shares[124]. - Recent fluctuations in inflation and interest rates could complicate the consummation of an initial Business Combination[125]. - The requirement to complete the initial Business Combination within the Combination Period may limit the time available for due diligence on potential targets[126]. - Public Shareholders' ability to redeem shares for cash may deter potential Business Combination targets, affecting the company's financial condition[126]. - The company may face competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[113]. - The ongoing geopolitical conflicts, including the Russia-Ukraine conflict, may adversely affect the Company’s ability to find a target business for the initial Business Combination[140]. - The Company may face increased market volatility and disruptions due to geopolitical tensions, impacting its search for a Business Combination[141]. - Cybersecurity incidents could pose risks to the investments in the Trust Account and the Company’s operations, with potential material adverse consequences[150]. Shareholder Value and Dilution - Approximately 57.2% of the Founder Shares are owned by the company's officers and directors, leading to potential dilution for Public Shareholders[34]. - The nominal purchase price for the Founder Shares may lead to significant dilution of the implied value of Public Shares upon the consummation of the initial Business Combination[137]. - The share price of the post-Business Combination company may be less than the Redemption Price of Public Shares, impacting shareholder value[129]. - The company cannot assure Public Shareholders that the actual value of the per-share redemption price will not be less than $10.00 per Public Share due to potential claims from creditors[111]. - The Sponsor has agreed to be liable if third-party claims reduce the Trust Account funds below $10.00 per Public Share, but there is no assurance that the Sponsor can satisfy these obligations[108]. - The Company may liquidate investments in the Trust Account to mitigate risks related to the Investment Company Act, potentially resulting in lower interest income for Public Shareholders[135]. - The Company’s securities may be delisted from Nasdaq, limiting shareholders' ability to trade and subjecting them to additional restrictions[135].

IPO Details - The company completed its Initial Public Offering (IPO) on September 22, 2025, raising gross proceeds of $172.5 million from the sale of 17,250,000 Units at $10.00 per Unit[115]. - The company incurred total costs of $10,060,403 related to the IPO, including $3,450,000 in cash underwriting fees and a Deferred Fee of up to $6,037,500[122]. - The company has until September 22, 2027, to complete its Business Combination, or it will cease operations and redeem Public Shares at a cash price equal to the amount in the Trust Account[118]. Financial Performance - The company generated a net income of $43,587 for the three months ended September 30, 2025, primarily from interest income of $151,164 on marketable securities held in the Trust Account[121]. - As of September 30, 2025, the company had approximately $172,651,164 in marketable securities in the Trust Account, including $151,164 of interest income[124]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[120]. Cash and Funding - The company has cash held outside the Trust Account amounting to $1,098,128, intended for evaluating target businesses and related activities[126]. - The company has not yet borrowed under any Working Capital Loans as of September 30, 2025[129]. - The company has incurred $4,000 in fees for administrative services for the three months ended September 30, 2025[131]. Accounting Policies and Estimates - The company has identified critical accounting policies that may affect reported amounts of assets and liabilities, income and expenses[136]. - As of September 30, 2025, there were no critical accounting estimates disclosed that could materially affect the financial statements[137]. - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[138]. - Net income per Ordinary Share is calculated using the two-class method, allocating net income pro rata to different classes of shares[139]. - Management does not anticipate any recently issued accounting standards to have a material effect on the financial statements[141]. Regulatory and Compliance - The FASB issued ASU 2023-07, effective for fiscal years beginning after December 15, 2023, requiring disclosures of significant segment expenses and performance measures[140]. - The company adopted ASU 2023-07 on September 22, 2025, coinciding with the Initial Public Offering[140]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[142]. Business Combination and Shareholder Approval - The company may seek to extend the Combination Period with shareholder approval, which could affect its ability to maintain its Nasdaq listing[119].

Core Points - Galata Acquisition Corp. II will allow holders of its initial public offering units to separately trade Class A ordinary shares and warrants starting November 10, 2025 [1] - The separated Class A ordinary shares and warrants will trade on the Nasdaq Global Market under the symbols "LATA" and "LATAW," while units not separated will continue to trade under "LATAU" [1] - The company is a blank check company formed to pursue mergers and acquisitions across various sectors, including energy, fintech, real estate, and technology [2] Company Overview - Galata Acquisition Corp. II is designed to effectuate business combinations through mergers, amalgamations, share exchanges, asset acquisitions, or reorganizations [2] - The company has the flexibility to target acquisition opportunities in any industry sector or geographical location [2]

Core Points - Galata Acquisition Corp. II has successfully closed its initial public offering (IPO) of 17,250,000 units, generating gross proceeds of $172,500,000 at a price of $10.00 per unit [1][3] - The units began trading on September 19, 2025, on Nasdaq under the ticker symbol "LATAU," with each unit comprising one Class A ordinary share and one-third of a redeemable warrant [2] - The company is a blank check entity aimed at pursuing mergers or acquisitions across various sectors, including energy, fintech, real estate, and technology [4] Financial Details - The IPO included an over-allotment option that was fully exercised, resulting in the issuance of an additional 2,250,000 units [1] - A total of $172,500,000 from the IPO proceeds has been placed in trust [3] Management Team - The management team is led by Daniel Freifeld (Chief Investment Officer and Chairman), Craig Perry (Chief Executive Officer), William Weir (President and COO), and Powers Spencer (Chief Financial Officer) [5] - The Board of Directors includes Douglas Lute, Agostina Nieves, and Andy Abell [5] Regulatory Information - The registration statement for the securities was declared effective by the U.S. Securities and Exchange Commission (SEC) on September 18, 2025 [6]

Group 1 - The Company, Galata Acquisition Corp. II, announced the pricing of its initial public offering (IPO) of 15,000,000 units at a price of $10.00 per unit, with trading set to begin on September 19, 2025, under the ticker symbol "LATAU" [1] - Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, with the whole warrant allowing the purchase of one Class A ordinary share at a price of $11.50 per share [1] - The offering is expected to close on September 22, 2025, subject to customary closing conditions, and the underwriters have a 45-day option to purchase an additional 2,250,000 units [1] Group 2 - The Company is a blank check company formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, focusing on sectors such as energy, fintech, real estate, and technology [2] - The management team includes Daniel Freifeld (Chief Investment Officer and Chairman), Craig Perry (Chief Executive Officer), William Weir (President and Chief Operating Officer), and Powers Spencer (Chief Financial Officer) [3]

As filed with the U.S. Securities and Exchange Commission on September 11, 2025. Registration No. 333-289853 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ Galata Acquisition Corp. II (Exact name of registrant as specified in its charter) ____________________________ | Cayman Islands | 6770 | 98-1875135 | | --- | --- | --- | | (State or other jurisdiction of | (Primary St ...

As filed with the U.S. Securities and Exchange Commission on August 25, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ Galata Acquisition Corp. II (Exact name of registrant as specified in its charter) ____________________________ | Cayman Islands | 6770 | N/A | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employe ...