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Gesher Acquisition Corp. II benefits from a management team with prior successful SPAC experience and strong relationships in the Israeli technology ecosystem, which is recognized globally for innovation and high R&D intensity. The company’s focus on high-growth sectors such as mobility, robotics, and fintech aligns with market trends. The substantial IPO proceeds held in trust provide financial flexibility to pursue a meaningful Business Combination. The company’s structure offers target businesses an alternative to traditional IPOs, potentially expediting access to public markets and capital.

The company has no operating revenues or selected Business Combination target, which creates uncertainty about its future business prospects. The competitive environment for SPACs and acquisition targets is intense, with many entities competing for similar deals. Dilution risks exist for Public Shareholders due to Founder Shares, Private Placement Units, and potential additional financings. Failure to complete a Business Combination by the December 2026 deadline will result in liquidation, returning funds to shareholders but ending the company’s operations. The company’s success depends heavily on management’s ability to identify and consummate a suitable transaction.

As a blank check company, Gesher Acquisition Corp. II does not currently have operating assets or competitive advantages typical of operating companies. Its potential moat lies in the experience and network of its management team and Board, which have a track record of successful transactions in Israeli technology sectors. The company’s focus on Israeli companies with international operations and disruptive technologies may provide access to attractive targets. However, the absence of an operating history and the competitive SPAC market limit the current moat.

• Business Combination Completion Risk: Failure to complete an initial Business Combination by December 24, 2026, or any approved extension, will result in liquidation and return of funds to shareholders, terminating the company.
• Dilution Risk: Public Shareholders may experience material dilution from Founder Shares, Private Placement Units, warrants, and any additional equity or debt financing required to complete the Business Combination.
• Competitive Risk: The company faces competition from other SPACs, private equity groups, and strategic buyers, many with greater financial and operational resources, which may limit its ability to secure attractive targets.
• Sponsor and Management Conflicts: Conflicts of interest may arise due to the Sponsor’s and management’s interests in Founder Shares and other securities, potentially affecting decision-making related to the Business Combination.
• Limited Operating History: As a blank check company with no operating revenues or business operations, the company’s prospects depend entirely on successfully identifying and completing a Business Combination.

• Gesher Acquisition Corp. II is a blank check company incorporated on August 29, 2024, as a Cayman Islands exempted company formed to effect a Business Combination with one or more businesses or entities.
• The company has not selected any specific Business Combination target as of the latest filing and has generated no operating revenues to date.
• The company completed its Initial Public Offering (IPO) on March 24, 2025, selling 14,375,000 Public Units at $10.00 per unit, generating gross proceeds of approximately $143.75 million.
• Simultaneously, a private placement of 565,625 Private Placement Units was completed, generating approximately $5.66 million in gross proceeds.
• A total of approximately $144.18 million of the IPO and private placement proceeds was placed in a Trust Account.
• Each Public Unit consists of one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 per share.
• The company’s management team is led by CEO Ezra Gardner and CFO Caroline Fu, with a Board of Directors including five independent directors.
• The company focuses on identifying Business Combination targets primarily in Israel, especially companies conducting business internationally in Asia, Europe, or North America, excluding entities incorporated or principally operating in China, Hong Kong, or Macau.
• The company targets businesses with competitive advantages, disruptive technology, and high growth potential, particularly in sectors such as mobility and electric vehicles, autonomy and robotics, agricultural technologies, and financial technology.
• The company must complete its initial Business Combination by December 24, 2026, or earlier if approved by the Board or shareholders, or later if shareholders approve an extension.
• If the Business Combination is not completed by the deadline, the company will liquidate and distribute the Trust Account funds to shareholders.
• As of December 31, 2025, the company had current assets of approximately $1.18 million and current liabilities of approximately $0.41 million, resulting in a current ratio of 2.87.
• The company reported net income of approximately $3.47 million for the fiscal year ending December 31, 2025, though it has no operating revenues.
• The company has no full-time employees prior to the Business Combination and relies on its management team and sponsor for operations.
• The Sponsor holds Founder Shares and Private Placement Units, which may cause dilution to Public Shareholders upon conversion or exercise.
• The company may raise additional funds through equity or debt issuances to complete the Business Combination if needed.
• Public Shareholders have redemption rights upon completion of the Business Combination at a per-share price based on the Trust Account value.
• The company is subject to risks including competition from other SPACs and acquisition entities, potential dilution, and the possibility of not completing a Business Combination within the required timeframe.