IPO and Financial Overview - The company completed its Initial Public Offering (IPO) on March 24, 2025, raising gross proceeds of $143,750,000 from the sale of 14,375,000 Public Units at $10.00 each[121]. - For the three months ended September 30, 2025, the company reported a net income of $1,202,246, primarily from interest income of $1,507,974 on marketable securities held in the Trust Account[126]. - For the nine months ended September 30, 2025, the company achieved a net income of $2,548,010, with interest income of $3,119,056 offset by operating costs of $571,046[127]. - As of September 30, 2025, the company had marketable securities in the Trust Account totaling $147,300,306, including $3,119,056 of interest income earned[130]. IPO Costs and Financial Obligations - The company incurred $8,409,601 in IPO-related costs, which included a cash underwriting fee of $2,875,000 and a Deferred Underwriting Fee of $5,031,250[128]. - The company has until December 24, 2026, to complete its Business Combination, or it will liquidate and redeem Public Shares at a price equal to the amount in the Trust Account[123]. - The company has no long-term debt or capital lease obligations, with administrative service fees of $10,000 per month incurred under the Administrative Services Agreement[137]. - 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 $10.00 per unit[135]. Business Strategy and Target Market - The company has cash of $1,312,829 held outside the Trust Account, primarily used for identifying and evaluating target businesses[132]. - The company is focusing its search for target businesses in Israel, particularly those with international operations in Asia, Europe, or North America[120]. Shareholder Rights and Equity Classification - The Sponsor, directors, and officers have waived their rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed within the Combination Period[141]. - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[145]. - Net income (loss) per Ordinary Share is calculated using the two-class method, allocating net income (loss) pro rata to different classes of shares[146]. Accounting Standards and Reporting - The FASB issued ASU 2024-03, requiring additional disclosures about specific expense categories, effective for fiscal years beginning after December 15, 2026[147]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements[148]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[149].
Gesher Acquisition Corp II Unit(GSHRU) - 2025 Q3 - Quarterly Report