Gesher Acquisition Corp. II

This filing formalizes the redemption valuation baseline at $10.03 per public share rather than importing a par-value convention, which directly dictates the minimum cash distribution available to shareholders upon liquidation or merger approval. By anchoring the 21-month Completion Window to March 24, 2025, investors receive a definitive start date for the regulatory time limit, enabling precise calendar tracking of the liquidation risk timeline. The documented $5,031,250 deferred underwriting obligation and BTIG’s tiered payout structure outline future capital deductions that will reduce net proceeds disbursed at closing or termination. The disclosure of founder share equity assignments and fixed monthly administrative fees quantifies ongoing structural costs and pre-deal dilution parameters. Consequently, current holders can recalibrate redemption probability models, monitor sponsor operational funding commitments against the recorded trust balance, and adjust portfolio positioning relative to the confirmed deadline and disclosed capital structure.

This filing marks the 'birth' of a new SPAC with a fully funded trust. Investors can now track the trust value per share at $10.03, the deadline for a deal (December 24, 2026), and the standard insider lock-ups: founders (one year post-deal, or earlier if price hits $12.00 for 20 days) and private placement holders (30 days post-deal). The company's focus on Israeli targets and its management team are established. The document shows no new terms that would alter standard investor redemption mechanics.

The filing sets the baseline trust value ($10.03 per share), the deadline for a business combination (21 months from closing), the structure of founder shares, warrants, and sponsor incentives. It informs shareholders of redemption mechanics, potential dilution from founder shares and private placement warrants, and the sponsor's ability to complete a business combination even without a majority of public votes. Three institutional investors have expressed interest in purchasing up to 25% of the units, which could reduce liquidity and influence voting outcomes.

This amendment is a key step toward the SPAC's IPO becoming effective and closing. Once effective, the company will have 21 months to identify and consummate a business combination. The filing discloses significant potential dilution for public shareholders due to the nominal price paid by the sponsor for founder shares, anti-dilution provisions, and the possibility of warrant exercise. It also highlights conflicts of interest involving management and sponsor, the redemption mechanics (including a 15% limitation on redemptions if shareholder vote is sought), and the role of non-managing sponsor investors who are incentivized to vote in favor of a business combination due to their indirect ownership of founder shares. The inclusion of the underwriting agreement and legal opinions indicates the offering is near completion.

Investors need to understand the final terms of the SPAC's IPO, including the trust account value ($10.03 per unit initially), the 21-month deadline to complete a business combination, the dilution from founder shares purchased at $0.005 per share, redemption rights, and the focus on Israeli target companies. This filing provides the definitive disclosure for the offering, including the risks and mechanics of the SPAC structure.

Eliminating the US $5,000,001 net tangible asset floor directly expands the mechanical parameters for public share redemptions, altering the maximum redemptable volume available before a business combination. Adjusting the dilution table to match the new redemption ceiling ensures that projected equity dilution reflects accurate worst-case scenarios. Enhanced transparency regarding sponsor versus public shareholder incentive misalignment, target allocation protocols, and post-combination ownership percentages informs investor decisions on whether to hold, tender, or exercise redemption rights under the current SEARCHING status. All mechanical updates, disclosure revisions, and strategic clarifications are attributed to the Company’s management responses; all prerequisite observations are attributed to the SEC Division of Corporation Finance comment letter. No claims regarding customers, revenue streams, market sizing, proprietary technology, partnership agreements, or active litigation are contained within this correspondence.

The mandated US$5,000,001 net tangible assets floor establishes a binding limit on public share repurchases, directly capping the practical redemption ceiling and preserving a minimum asset base for any future operating entity, which fundamentally alters per-share residual value distributions compared to a full redemption scenario. Reconciling the 25% versus 27.72% founder equity percentage and incorporating the redemption floor into the dilution tables are prerequisites for registration statement effectiveness, meaning pricing mechanics and underwriting structures remain suspended until corrected. The explicit documentation of sponsor-driven voting incentives and parallel venture allocation practices informs investor expectation management regarding governance conflicts during the searching phase. The stated search deadline of December 24, 2026, and the January 2025 filing timeline remain active, but timely submission of amended disclosures will determine whether the Company can proceed to formalize fundraising or advance a business combination execution schedule.

Sets the trust per-share value at $10.03 (not the $10.53 shown in the user's header; the filing states $10.03 per unit deposited into trust). The deadline to complete a business combination is 24 months from the closing of the IPO, which the user indicates as 2026-12-24. The sponsor (Gesher Acquisition Sponsor II LLC) and management team previously completed a SPAC merger (Gesher I with Freightos). The sponsor paid $0.005 per founder share, creating significant dilution risk. The filing details redemption rights, sponsor conduct (including lock-ups, waiver of redemption, and indemnification of trust), and the target focus on Israeli companies (excluding China, Hong Kong, Macau). Investors should note the high dilution potential, the sponsor's incentives, and the 24-month deadline.

What changed: A Schedule 13G/A amendment for beneficial ownership reporting filed by Barclays PLC on 2026-02-11. According to the Schedule 13G/A filed by Barclays PLC, the submission discloses no updated aggregate share counts, no amended percentage of beneficial ownership, and no changes to acquisition dates for Gesher Acquisition Corp. II. Why it matters: The Schedule 13G/A filed by Barclays PLC contains no disclosures bearing on Gesher Acquisition Corp. II’s redemption parameters, trust value mechanics, extension procedures, target development progress, or sponsor conduct, and reports no additional substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.

What changed: A Form 8-K current report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, functioning as a routine compliance disclosure of executive leadership transitions under Item 5.02. This document is a resignation and appointment notice confirming that Sagi Dagan submitted his resignation letter as Chief Financial Officer and Director on December 1, 2025, effective December 31, 2025, with the filing explicitly stating the departure was not caused by disagreements concerning the Company’s operations, policies, or practices. The Board accepted the resignation on December 2, 2025, and appointed Caroline Fu as Deputy Chief Financial Officer effective immediately and as Chief Financial Officer effective January 1, 2026. Bearing on redemption mechanics and sponsor conduct, the filing notes that Ms. Fu executed a joinder to the Company’s letter agreement dated March 20, 2025, alongside Gesher Acquisition Sponsor II LLC and other directors and officers, pursuant to which she agreed to waive certain redemption rights and vote any Company ordinary shares she holds in favor of an initial business combination. The report makes no mention of adjustments to the redemption calendar, trust account valuation, extension proposals, or target negotiation status. Substantively, it details Ms. Fu’s professional background, noting her service as a consultant to the Company since August 2025 in connection with its search and diligence of potential target companies, and her prior analyst roles at Norias Capital, Point72 Asset Management, Citadel Asset Management, and Maverick Capital, where she focused on Industrial and Energy sectors. The cover page also registers Units consisting of one Class A ordinary share and one-half of one redeemable warrant exercisable at an exercise price of $11.50, with Class A shares carrying a par value of $0.0001 per share. Why it matters: For investors tracking redemption deadlines and sponsor alignment, the filing confirms that incoming financial leadership formally assumed the March 2025 waiver and voting commitments, maintaining the structural framework that ties insider behavior to the eventual business combination outcome. Because the document contains no disclosures regarding target selection, merger negotiations, or corporate actions requiring shareholder approval, the existing trust balance and liquidation timeline remain mechanically unchanged by this administrative transition. Readers seeking updates on deal progress, dilution, or extension voting will find none; Gesher Acquisition Corp. II continues its search-phase operations with no announced transactions or sponsor conduct deviations reported herein.

What changed: Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed by Gesher Acquisition Corp. II, a SPAC searching for a business combination, with a trust/share of $10.53, a deadline of December 24, 2026, and trades on Nasdaq. No definitive agreement or target was announced. The trust account grew to $147,300,306 ($10.25 per share) from $144,181,250 at IPO, earning $3,119,056 in interest for the nine months. Cash on hand (outside trust) was $1,312,829 with a working capital surplus of $1,250,370. The deferred underwriting fee remained unchanged at $5,031,250. Net income for the quarter was $1,202,246, driven by trust interest. General and administrative expenses were $305,728 for the quarter and $571,046 year-to-date. Why it matters: The trust value of $10.25 per share provides a clear redemption baseline for shareholders evaluating any future deal. The cash balance and low burn rate indicate the SPAC has ample time and resources to complete a transaction before its December 24, 2026 deadline. The filing confirms no material changes to risks or controls, and no new insider trading arrangements were adopted by executives.

What changed: Routine compliance exhibit — specifically, a Schedule 13G/A (amended beneficial ownership report) filed by Barclays PLC. According to the Schedule 13G/A submitted by Barclays PLC, the filing discloses no adjustments to beneficial ownership percentages, voting power, or investment intent. It does not address GSHR’s business combination deadline, the current per-share trust account balance, extension provisions, target acquisition progress, or sponsor conduct. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are contained in the excerpt. Why it matters: Because the amended schedule reports no shifts in shareholder composition or explicit directives regarding capital structure timing, it does not trigger or alter redemption windows, affect trust preservation obligations, or change sponsor governance expectations. Investors should monitor subsequent 8-K filings or proxy statements for updates on timing, trust accounting, or deal advancement.

What changed: Quarterly report on Form 10-Q. Routine quarterly filing for the period ended June 30, 2025, reflecting post-IPO operating results, interest income on trust, and no substantive developments toward an initial business combination. Why it matters: No material developments affecting redemption timeline, trust value (approximately $10.14 per share), or sponsor conduct. The company remains in the searching phase with a deadline of December 24, 2026.

What changed: A Schedule 13G/A amendment, classified as a routine compliance exhibit reporting beneficial ownership filings by Verition Fund Management LLC and Maounis Nicholas Matthew. The amended filing identifies the named holders but provides no numerical share data, percentages, or transaction dates in the supplied excerpt. It contains no information altering Gesher Acquisition Corp. II’s redemption deadline of 2026-12-24, the $10.53 trust-per-share balance, extension mechanics, business combination progress, or sponsor conduct. Why it matters: As a standard regulatory ownership update, the excerpt discloses no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Without disclosed equity concentrations, voting agreements, or management appointments, the filing does not impact anticipated redemption windows, trust distribution math, or governance decisions for investors tracking deal timelines.

What changed: A Joint Filing Agreement attached to a Schedule 13G beneficial ownership report for Class A ordinary shares of Gesher Acquisition Corp. II, submitted as a routine compliance exhibit under Rule 13d-1(k) of the Securities Exchange Act of 1934. Steven Patrick Pigott (Chief Investment Officer) executed the agreement on August 14, 2025, on behalf of himself, Fort Baker Capital Management LP, and Fort Baker Capital, LLC, certifying that they will jointly file a single Schedule 13G statement covering any covered acquisitions or holdings. The exhibit contains only the joint filing consent and three identical signature blocks; it does not disclose a percentage of beneficial ownership, acquisition dates, cost basis, or prior position comparisons. Why it matters: Mechanically, this filing does not alter Gesher Acquisition Corp. II’s redemption calendar, extend the business combination deadline (2026-12-24), change the reported trust value per share ($10.53), or affect the SEARCHING status. Per the SEC framework reflected in the document, a Schedule 13G indicates a ≥5% stake held for investment purposes rather than to effect a change in control or governance—which distinguishes it from an activist 13D. Because the attached exhibit provides no numerical stake, voting arrangements, redemption waivers, or deal-related covenants, it carries no weight on unit conversion mechanics, sponsor funding obligations, or target acquisition timelines. The document is purely administrative, confirming that multiple Fort Baker-affiliated entities share a single regulatory filing pathway. No substantive operational, financial, or governance shifts are reported or implied.

What changed: A Joint Filing Statement (Exhibit I) executed pursuant to Rule 13d-1(k)(1) consenting to the unified submission of a Schedule 13G/A for Gesher Acquisition Corp. II by Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. This excerpt contains no amendment to beneficial ownership tables, share quantities, or percentage calculations. It solely records mutual consent among the three named parties to file their Section 13(g) reports as a single joint package. No updates are provided regarding GSHR’s SEARCHING status, trust account composition, liquidation deadline, or proposed extension or redemption timelines. Why it matters: While the filing confirms that Tenor’s affiliated entities cross the 5% beneficial ownership reporting threshold, the joint filing attachment itself carries zero impact on investor redemption windows, trust distribution mechanics, or sponsor conduct. Because the exhibit strips out the underlying Schedule 13G data pages, it does not reveal whether Tenor acquired additional shares through secondary transactions, warrants conversion, or PIPE commitments. Investors tracking redemption calendars, trust value, extensions, or deal progress must refer to the complete Form 13G/A filing, as this attachment alone is a procedural formality. The document discloses no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.

What changed: A Schedule 13G/A, classified as a routine compliance exhibit amending a beneficial ownership disclosure. The filing names AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC as the reporting entities. It contains no share quantities, percentage thresholds, purchase prices, or transaction dates. Consequently, it bears no impact on redemption calendars, trust account mechanics, extension triggers, target acquisition progress, or sponsor conduct relative to the $10.53 per share trust value and the 2026-12-24 search deadline. Why it matters: Because the excerpt omits all numerical position data, it does not indicate whether the AQR funds are accumulating shares to secure approval for a de-SPAC merger, trading against the trust premium, or merely updating a filing due to internal fund restructuring or passive index rebalancing. Without disclosed trade dates or aggregate share counts, investors cannot gauge capital commitment signals or pre-redemption positioning. The document contains no statements attributing claims about customers, revenue, market size, corporate strategy, proprietary technology, commercial partnerships, ongoing litigation, or executive personnel changes to any party.

What changed: Schedule 13G/A beneficial ownership report. This document is a Schedule 13G/A beneficial ownership report filed by TD SECURITIES (USA) LLC, Toronto Dominion Holdings (USA) Inc., TD Group US Holdings LLC, and Toronto Dominion Bank. The provided text identifies these entities as reporting persons but contains no numerical data, share quantities, percentage changes, acquisition dates, or stated transaction purposes. Consequently, it conveys zero information regarding redemption deadlines, trust account distributions, extension voting mechanisms, target acquisition velocity, or sponsor conduct. The excerpt also contains no substantive assertions regarding customer relationships, revenue metrics, market sizing, operational strategy, technology platforms, commercial partnerships, litigation posture, or executive appointments. Why it matters: Schedule 13G/A amendments function as routine compliance exhibits for passive institutional equity positions. While such filings frequently reflect portfolio rebalancing, capital table dilution recalibrations, or internal custodial restructuring, the complete absence of amended ownership percentages, effective dates, and strategic intent in this excerpt prevents any measurement of shifted economic or voting exposure over Gesher Acquisition Corp. II. Until full schedule pages are reviewed, the filing does not materially advance or delay the SPAC's search timeline, nor does it provide actionable intelligence on shareholder redemption behavior or merger approval probability.