Gesher Acquisition Corp II Unit(GSHRU) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Financial Statements. This section presents the company's unaudited condensed financial statements and accompanying notes Condensed Balance Sheets The balance sheets show total assets of $147.5 million as of June 30, 2025, driven by the IPO proceeds Condensed Balance Sheets | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Cash | $1,518,829 | $— | | Prepaid expenses | $138,495 | $— | | Due from Sponsor | $550 | $— | | Total current assets | $1,657,874 | $— | | Long-term prepaid insurance | $53,531 | $— | | Marketable securities held in Trust Account | $145,792,332 | $— | | Deferred offering costs | $— | $55,000 | | Total Assets | $147,503,737 | $55,000 | | Liabilities | | | | Accrued offering costs | $80,000 | $17,500 | | Accrued expenses | $40,283 | $15,209 | | IPO Promissory Note – related party | $— | $12,500 | | Total current liabilities | $120,283 | $45,209 | | Deferred underwriting fee | $5,031,250 | $— | | Total Liabilities | $5,151,533 | $45,209 | | Class A Ordinary Shares subject to possible redemption | $145,792,332 | $— | | Shareholders' Equity (Deficit) | | | | Class A Ordinary Shares | $57 | $— | | Class B Ordinary Shares | $551 | $551 | | Additional paid-in capital | $— | $24,449 | | Accumulated deficit | $(3,440,736) | $(15,209) | | Total Shareholders' Equity (Deficit) | $(3,440,128) | $9,791 | | Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Equity (Deficit) | $147,503,737 | $55,000 | Unaudited Condensed Statements of Operations The company reports net income of $1.3 million for the six months ended June 30, 2025, driven by interest income Unaudited Condensed Statements of Operations | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | General and administrative expenses | $181,144 | $265,318 | | Loss from Operations | $(181,144) | $(265,318) | | Interest earned on cash and marketable securities held in Trust Account | $1,497,409 | $1,611,082 | | Total other expenses | $1,497,409 | $1,611,082 | | Net income | $1,316,265 | $1,345,764 | | Basic and diluted net income per share, Class A Ordinary Shares | $0.06 | $0.10 | | Basic and diluted net income per share, Class B Ordinary Shares | $0.06 | $0.10 | Unaudited Condensed Statements of Changes in Shareholders' Deficit Shareholders' deficit increased to $3.4 million due to share redemption accretion, offset by net income and capital contributions Unaudited Condensed Statements of Changes in Shareholders' Deficit | Item | Balance – January 1, 2025 | Sale of Private Placement Units | Fair value of Public Warrants at issuance | Allocated value of transaction costs | Accretion of Class A Ordinary Shares to redemption amount | Net income | Balance – June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Shareholders' Equity (Deficit) | $9,791 | $5,656,250 | $1,890,313 | $(129,392) | $(12,212,854) | $1,345,764 | $(3,440,128) | Unaudited Condensed Statement of Cash Flows Financing activities provided $146.1 million in cash, primarily from the IPO, resulting in a cash balance of $1.5 million Unaudited Condensed Statement of Cash Flows | Cash Flows from Operating Activities: | | | :--- | :--- | | Net income | $1,345,764 | | Adjustments to reconcile net income to net cash used in operating activities: | | | Interest earned on cash and marketable securities held in Trust Account | $(1,611,082) | | Payment of general and administrative expenses through IPO Promissory Note | $37,574 | | Changes in operating assets and liabilities: | | | Prepaid expenses | $(138,495) | | Due from Sponsor | $(550) | | Long-term prepaid insurance | $(53,531) | | Accrued expenses | $25,074 | | Net cash used in operating activities | $(395,246) | | Cash Flows from Investing Activities: | | | Investment of cash in Trust Account | $(144,181,250) | | Net cash used in investing activities | $(144,181,250) | | Cash Flows from Financing Activities: | | | Proceeds from sale of Public Units, net of underwriting discounts paid | $140,875,000 | | Proceeds from sale of Private Placement Units | $5,656,250 | | Repayment of IPO Promissory Note – related party | $(162,616) | | Payment of offering costs | $(273,309) | | Net cash provided by financing activities | $146,095,325 | | Net Change in Cash | $1,518,829 | | Cash – Beginning of period | $— | | Cash – End of period | $1,518,829 | | Non Cash investing and financing activities: | | | Offering costs included in accrued offering costs | $62,500 | | Deferred offering costs paid through IPO Promissory Note – related party | $112,542 | | Deferred underwriting fee payable | $5,031,250 | Notes to Unaudited Condensed Financial Statements This section provides detailed notes explaining the company's organization, accounting policies, and specific financial transactions Note 1 — Description of Organization and Business Operations The company is a special purpose acquisition company (SPAC) focused on effecting a Business Combination - Gesher Acquisition Corp. II is a special purpose acquisition company (SPAC) incorporated on August 29, 2024, with the sole purpose of effecting a Business Combination[24] - As of June 30, 2025, the Company had not commenced any operations, with activities focused on formation, the Initial Public Offering (IPO), and identifying a target for a Business Combination[25] - The IPO was consummated on March 24, 2025, raising $143,750,000 from the sale of 14,375,000 Public Units, including the full exercise of the Over-Allotment Option[26] - Simultaneously with the IPO, a Private Placement of 565,625 units to the Sponsor and BTIG generated gross proceeds of $5,656,250[27] - Transaction costs amounted to $8,409,601, comprising cash underwriting fees, deferred fees, and other offering costs[28] - Following the IPO, $144,181,250 was placed in a Trust Account, to be invested in U.S. government treasury obligations or money market funds[32] - Public Shareholders are entitled to redeem their Public Shares at a per-share price of approximately $10.14, payable in cash, from the Trust Account[33] - The Sponsor and the Company's officers and directors have waived their redemption rights with respect to their Founder Shares and Private Placement Shares[36] - As of June 30, 2025, the Company had $1,518,829 in cash and a working capital surplus of $1,537,591[40] Note 2 — Summary of Significant Accounting Policies This note outlines the basis of presentation, use of estimates, and key accounting policies for financial instruments and equity - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information, with certain disclosures condensed or omitted per SEC rules[43] - The Company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[46][47] - Marketable securities held in the Trust Account, primarily U.S. government securities or money market funds, are classified as trading securities and presented at fair value[51] - Offering costs allocated to Public Shares were charged to temporary equity, while those allocated to Public Warrants and Private Placement Units were charged to shareholders' equity (deficit)[54] - The Company is an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a zero tax provision for the period[59] - Warrants issued in connection with the IPO and Private Placement are equity-classified and initially measured at fair value (or allocated value), with no subsequent remeasurement[60] - Class A Ordinary Shares subject to possible redemption are classified as temporary equity, with changes in redemption value recognized immediately and adjusted to equal the redemption value at each reporting period end[62] - Net income per Ordinary Share is calculated by dividing net income by the weighted average Ordinary Shares outstanding, with income and losses shared pro rata between Class A and Class B Ordinary Shares[63] Note 3 — Initial Public Offering The company details its March 24, 2025, sale of 14,375,000 Public Units at $10.00 per unit - On March 24, 2025, the Company sold 14,375,000 Public Units at $10.00 per unit, including the full exercise of the underwriters' Over-Allotment Option[71] - Each Public Unit consists of one Class A Ordinary Share and one-half of one redeemable Public Warrant[71] Note 4 — Private Placement This note describes the simultaneous private placement of 565,625 units, generating $5.7 million - Simultaneously with the IPO, the Sponsor and BTIG purchased 565,625 Private Placement Units at $10.00 per unit, generating $5,656,250[72] - Each Private Placement Unit consists of one Class A Ordinary Share and one-half of one redeemable Private Placement Warrant[72] - Private Placement Warrants are subject to transfer restrictions and registration rights, and BTIG's warrants are not exercisable more than five years from the IPO commencement[74] Note 5 — Related Party Transactions This note details transactions with the Sponsor, including Founder Shares, promissory notes, and administrative service fees - The Sponsor received 5,513,483 Founder Shares for $25,000, and 622,231 of these shares are no longer subject to forfeiture due to the full exercise of the Over-Allotment Option[75] - Membership interests equivalent to 315,000 Founder Shares were assigned to independent directors, the CFO, and service providers, with a fair value of $1.50 per share, and compensation will be recognized upon a probable Business Combination[76] - The IPO Promissory Note of up to $300,000 from the Sponsor was repaid on March 24, 2025, for $162,616, and no further borrowings are available[78] - The Company pays an affiliate of the Sponsor $10,000 per month for administrative services, incurring $30,000 for the three and six months ended June 30, 2025[80] - No Working Capital Loans were outstanding as of June 30, 2025[81] Note 6 — Commitments and Contingencies This note covers registration rights, underwriter agreements, and potential impacts of economic uncertainty on a Business Combination - The Company's ability to complete an initial Business Combination and its results of operations may be adversely affected by various factors causing economic uncertainty and market volatility[82] - Holders of Founder Shares, Private Placement Units, and potential Working Capital Loan units are entitled to registration rights[83] - The underwriters fully exercised their Over-Allotment Option on March 24, 2025[84] - Underwriters received a cash underwriting discount of $2,875,000 and are entitled to a deferred underwriting fee of $5,031,250, payable upon the closing of an initial Business Combination, with specific conditions for release[86] Note 7 — Shareholders' Equity (Deficit) This note provides details on the company's authorized and outstanding ordinary shares, including conversion and voting rights - No preference shares were issued or outstanding as of June 30, 2025, and December 31, 2024[87] - As of June 30, 2025, there were 565,625 Class A Ordinary Shares issued and outstanding (excluding 14,375,000 shares subject to possible redemption)[88] - As of June 30, 2025, and December 31, 2024, there were 5,513,483 Class B Ordinary Shares issued and outstanding[89] - Founder Shares (Class B Ordinary Shares) automatically convert into Class A Ordinary Shares on a one-for-one basis upon the consummation of an initial Business Combination, subject to adjustment[90] - Prior to the initial Business Combination, only holders of Class B Ordinary Shares have voting rights on the appointment and removal of directors and on continuing the Company in a jurisdiction outside the Cayman Islands[91][92] Note 8 — Fair Value Measurements This note details the fair value of outstanding warrants and marketable securities held in the Trust Account - As of June 30, 2025, there were 7,470,313 Warrants outstanding, including 7,187,500 Public Warrants and 282,813 Private Placement Warrants[94] - Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at $11.50 per share, exercisable 30 days after the Business Combination and expiring five years after completion or earlier upon redemption/liquidation[94] - The fair value of Public Warrants is $1,890,313 ($0.263 per warrant), determined using the Monte Carlo Simulation Model and classified within shareholders' equity (deficit)[104] - Marketable securities held in the Trust Account, totaling $145,792,332, are invested in a money market fund primarily in U.S. government securities and are classified as Level 1 fair value[105][106] Note 9 — Segment Information The company operates as a single reportable segment with the CFO acting as the Chief Operating Decision Maker - The Company operates as a single reportable segment, with the Chief Financial Officer (CFO) identified as the Chief Operating Decision Maker (CODM)[108] - The CODM reviews overall assets, operating results, and financial metrics, including net income, Trust Account balance, cash, and general and administrative expenses, to assess performance and allocate resources[108][109] Note 10 — Subsequent Events No subsequent events requiring adjustment or disclosure were identified after the balance sheet date - No subsequent events requiring adjustment or disclosure were identified after the condensed balance sheet date up to the date the financial statements were issued[114] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Management discusses the company's financial condition, operations, and outlook as a blank check company seeking a Business Combination Overview The company is a blank check entity formed to effect a Business Combination, with a potential Nasdaq delisting risk - The Company is a blank check company incorporated on August 29, 2024, formed for the purpose of effecting a Business Combination[117] - The Company may seek to extend the Combination Period, which would require Public Shareholder approval and could lead to redemptions, reducing funds in the Trust Account[119] - Securities are likely to be suspended from trading and delisted from Nasdaq if the initial Business Combination is not completed by March 14, 2028, due to the Nasdaq 36-Month Requirement[119] Results of Operations The company has generated no revenue, with net income driven entirely by interest earned on funds held in the Trust Account - The Company has not engaged in any operations or generated any revenues to date, with activities focused on organizational tasks, the IPO, and identifying acquisition candidates[120] Results of Operations | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | Net income | $1,316,265 | $1,345,764 | | Interest income on marketable securities held in Trust Account | $1,497,409 | $1,611,082 | | Operating costs | $181,144 | $265,318 | Liquidity and Capital Resources The company's liquidity is primarily derived from IPO and Private Placement proceeds held in and outside the Trust Account - The IPO Promissory Note of up to $300,000 from the Sponsor was repaid on March 24, 2025, for $162,616[122] - The IPO and Private Placement generated gross proceeds of $143,750,000 and $5,656,250, respectively, with $144,181,250 placed in the Trust Account[123][124] - Cash used in operating activities for the six months ended June 30, 2025, was $395,246[125] - As of June 30, 2025, marketable securities in the Trust Account totaled $145,792,332, and cash held outside the Trust Account was $1,518,829[126][127] - The Sponsor or affiliates may provide Working Capital Loans up to $1,500,000, convertible into units, but no such loans were outstanding as of June 30, 2025[128] - The Company believes it has sufficient funds for current operations but may require additional financing to complete a Business Combination or if significant public shares are redeemed[129] Off-Balance Sheet Arrangements The company has no off-balance sheet arrangements as of June 30, 2025 - The Company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of June 30, 2025[130] Contractual Obligations The company has contractual obligations for administrative services and a deferred underwriting fee - The Company has an Administrative Services Agreement to pay an affiliate of the Sponsor $10,000 per month for office space, utilities, and administrative support, incurring $30,000 for the three and six months ended June 30, 2025[131] - A deferred underwriting fee of $5,031,250 is payable to the underwriters upon the closing of an initial Business Combination, with specific conditions for its release[133] Critical Accounting Estimates and Policies The company's critical accounting policy involves the classification and valuation of redeemable Class A Ordinary Shares - The Company's critical accounting policy involves classifying Class A Ordinary Shares subject to redemption outside of permanent equity and recognizing changes in their redemption value immediately[135] Recent Accounting Pronouncements The company is evaluating new accounting standards related to income statement expense disclosures and segment reporting - The Company is evaluating the impact of ASU 2024-03, which requires additional disclosures about specific income statement expense categories, effective for fiscal years beginning after December 15, 2026[136] - The Company adopted ASU 2023-07, which requires enhanced segment reporting disclosures, on August 28, 2024 (inception)[137] Item 3. Quantitative and Qualitative Disclosures About Market Risk. As a smaller reporting company, these disclosures are not required - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[139] Item 4. Controls and Procedures. Management concluded that disclosure controls and procedures were effective as of June 30, 2025 - The Company's disclosure controls and procedures were evaluated and concluded to be effective as of June 30, 2025[140] - Disclosure controls and procedures provide reasonable, not absolute, assurance and are subject to inherent limitations[141] - There were no changes in internal control over financial reporting during the quarterly period[143] PART II – OTHER INFORMATION Item 1. Legal Proceedings. The company is not currently involved in any material litigation - No material litigation is currently pending or contemplated against the Company, its officers, or directors[145] Item 1A. Risk Factors. This section highlights risks related to the Trust Account, potential Nasdaq delisting, and post-combination share price volatility - Seeking to extend the Combination Period could lead to Public Share redemptions, reducing the Trust Account amount and potentially affecting the ability to consummate a Business Combination or maintain Nasdaq listing[147] - The Company's securities are likely to be suspended from trading and delisted from Nasdaq if an initial Business Combination is not completed by March 14, 2028, as per the Nasdaq 36-Month Requirement[148][149] - A Nasdaq delisting could significantly impact the trading of the Company's securities, reduce liquidity, and make it harder to issue additional securities or obtain financing[150][151] - There is no assurance that the share price of the post-Business Combination company will be greater than the Redemption Price, which was approximately $10.14 per Public Share as of June 30, 2025[152][153] - Certain agreements related to the IPO may be amended or waived without shareholder approval, potentially benefiting the Sponsor, officers, and/or directors, and could adversely affect the value of an investment[154] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. This section reports the unregistered sale of Private Placement Units and confirms no change in the use of IPO proceeds - The Company completed the unregistered sale of 565,625 Private Placement Units to the Sponsor and BTIG for $5,656,250, pursuant to an exemption under Section 4(a)(2) of the Securities Act[156] - There has been no material change in the planned use of proceeds from the Initial Public Offering and Private Placement[157] Item 3. Defaults Upon Senior Securities. The company reports no defaults upon senior securities - There were no defaults upon senior securities[159] Item 4. Mine Safety Disclosures. This item is not applicable to the company - Mine Safety Disclosures are not applicable to the Company[160] Item 5. Other Information. This section notes no new trading arrangements by officers and reports a new director appointment - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarterly period[161] - Derek Jensen Sr. was appointed as a director of the Board, effective July 23, 2025[162] Item 6. Exhibits. This section lists all exhibits filed with the Quarterly Report on Form 10-Q - Exhibits include the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, Warrant Agreement, Investment Management Trust Agreement, Registration Rights Agreement, Private Placement Units Purchase Agreements, Letter Agreement, Indemnity Agreement, Administrative Services Agreement, and various certifications and XBRL documents[164] SIGNATURES Signatures The report is duly signed by the Chief Executive Officer and Chief Financial Officer - The report was signed by Ezra Gardner, Chief Executive Officer, and Sagi Dagan, Chief Financial Officer, on August 13, 2025[169]