LATA SEC filings, in plain English
Everything Galata Acquisition Corp. II has filed with the SEC that we hold — 31 filings, newest first, 29 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: 10-Q (Quarterly Report) for Galata Acquisition Corp. II for the period ended June 30, 2026, filed August 12, 2026. Trust account per-share value increased from $10.11 at December 31, 2025 to $10.28 at June 30, 2026, due to $3.09 million in interest earned. Cash outside trust decreased from $954,585 to $656,117. No definitive business combination agreement has been entered into; the SPAC remains in the searching phase. Net income for the six months was $2.77 million (all from trust interest). The combination deadline remains September 22, 2027. No extensions or changes to sponsor arrangements. Management again discloses substantial doubt about going concern if a business combination is not completed by the deadline. Why it matters: The trust value per share has grown, providing a modest cushion above the $10.00 redemption floor. However, the declining cash balance and lack of a target highlight increasing time pressure. Investors tracking redemption decisions will note that the trust value is above $10.00 and that no deal progress has been disclosed. The going concern warning underscores the risk of liquidation if the SPAC fails to find a target by September 2027.
What changed vs 2026-05-15trust $175.8M → $177.4M +1%going concern APPEAREDtrust account, going-concern doubt, combination deadline +32 moved · 4 with no prior record of ours
- Trust account
- $175.8M$177.4M
- Going-concern doubt
- not statedstated
- Combination deadline
- 2027-09-22 · unchanged
- Sponsor loans outstanding
- $203K · unchanged
- Mandate language
- we are focusing our search on the energy, financial technolo… · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $1,556,518 was added to the trust between the two filings.
The clause …“774,040 1,054,209 Long-term prepaid insurance 15,423 50,564 Investments held in Trust Account 177,405,965 174,316,692 Total Assets $ 178,195,428 $ 175,421,465 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial business combination prior to the end”…
The clause …“of the Public Shares if the Company is unable to complete the initial Business Combination by September 22, 2027 (24 months from the closing of the Initial Public Offering) or by such earlier liquidation date as the Company’s”…
The clause …“Initial Public Offering. On September 24, 2025, the Company repaid the total outstanding balance of the IPO Promissory Note amounting to $ 202,680 . Borrowings under the IPO Promissory Note are no longer available. Working Capital”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 17,250,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 — — Class B Ordinary Shares, $ 0.0001 par value; 20,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed by Galata Acquisition Corp. II, a blank check company. This is a routine SEC periodic filing. It reports that the company earned net income of $1,373,157 in the first quarter of 2026, driven by $1,532,755 of interest income from the trust account. The trust value per share increased from $10.11 to $10.19. Cash outside the trust decreased from $954,585 to $770,377. The company reconfirmed it has not entered into a definitive agreement with a target and maintains its 2027-09-22 deadline to complete a business combination. The company's financial statements show it is still a shell company with no operations. The 10-Q also notes the company has not identified any critical accounting estimates and that its disclosure controls and procedures were effective. Why it matters: For investors tracking mechanics, this filing confirms the company is still in its search phase and has about 16 months left on its deadline. The trust value per share has grown slightly to $10.19, which is the current per-share cash available for a potential redemption. The company has sufficient working capital to continue its search through at least the next year. The filing also confirms no changes to its structure or deal terms, providing a baseline of financial health for stakeholders monitoring progress.
What changed vs 2025-11-13trust $172.7M → $175.8M +2%deadline 2028-09-18 → 2027-09-22mandate language changedtrust account, combination deadline, mandate language +23 moved · 2 with no prior record of ours
- Trust account
- $172.7M$175.8M
- Combination deadline
- 2028-09-182027-09-22
- Mandate language
- we are focusing our search on energy, financial technology, …we are focusing our search on the energy, financial technolo…
- Sponsor loans outstanding
- $203K · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $3,198,283 was added to the trust between the two filings.
The clause …“912,967 1,054,209 Long-term prepaid insurance 32,993 50,564 Investments held in Trust Account 175,849,447 174,316,692 Total Assets $ 176,795,407 $ 175,421,465 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
SpacBrain reads this as 362 days earlier than the previous record.
The clause …“of the Public Shares if the Company is unable to complete the initial Business Combination by September 22, 2027 (24 months from the closing of the Initial Public Offering) or by such earlier liquidation date as the Company’s”…
The clause …“Initial Public Offering. On September 24, 2025, the Company repaid the total outstanding balance of the IPO Promissory Note amounting to $ 202,680 . Borrowings under the IPO Promissory Note are no longer available. Working Capital”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 17,250,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025 — — Class B Ordinary Shares, $ 0.0001 par value; 20,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 10-K Annual Report for fiscal year ended December 31, 2025. First annual report since incorporation (June 20, 2025) and IPO (September 22, 2025). Reports trust account value of $174,316,692, with Redemption Price of approximately $10.10 per Public Share as of December 31, 2025. No business combination target selected yet. Net income of $1,534,988 for the period, primarily from interest income on trust investments. Cash of $954,585 held outside trust. The Combination Period ends September 22, 2027. Adoption of Insider Trading Policy and Executive Compensation Clawback Policy. Why it matters: Provides the first audited financial statement baseline for investors, confirming the trust account value and per-share redemption amount. Establishes that the SPAC remains in the searching stage with no definitive agreement. Discloses the redemption price and the deadline for a business combination. Includes key risk factor updates, including geopolitical risks.
What changed: A Schedule 13G beneficial ownership report listing Galata Acquisition Sponsor II, LLC, Callaway Capital Management, LLC, and Daniel Freifeld as reporting persons. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the excerpt contains no acquisition dates, share quantities, purchase prices, or aggregate percentages, and therefore reports no updates to the September 22, 2027 deadline, the stated $10.28 trust per share, redemption procedures, extension proposals, target acquisition activity, or sponsor behavior. Concerning customers, revenue, market size, strategy, technology, partnerships, litigation, and personnel, the filing text provides no operational claims, financial metrics, or strategic disclosures. Why it matters: Schedule 13G filings function as regulatory transparency instruments when a party crosses or reaffirms a 5% beneficial ownership threshold. For LATA investors, this filing confirms that the sponsor, Callaway Capital Management, LLC, and Daniel Freifeld remain within mandatory public disclosure parameters, which preserves expected voting alignment and governance continuity ahead of any future business combination vote. Because the excerpt omits the required Schedules 1 and 2 detailing exact share totals, acquisition dates, and ownership percentages, the precise influence on redemption pressure or sponsor leverage cannot be quantified; the absence of amendment flags suggests routine periodic compliance rather than a strategic position shift.
What changed: Schedule 13G/A, a routine compliance exhibit amending a beneficial ownership report. The filing identifies AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as security holders. The text provides no share quantities, percentage ownership calculations, acquisition dates, or amendment narratives. Because block positions are not quantified, the submission reports no shift in public float composition, introduces no mechanical redemption thresholds, alters none of the parameters governing the 2027-09-22 deadline, leaves trust distribution schedules unchanged, and communicates no sponsor-led extension proposals or vote commitments. Why it matters: Investors tracking redemption calendars, trust value preservation, extension votes, merger timeline execution, or sponsor governance cannot extract operational data from this excerpt. The document references only the administrative identifier [0001167557-26-000007]. Absent disclosed share counts, purchase price bands, or statements of investment purpose, the amendment does not indicate whether AQR entities acquired shares through open-market trading, participated in the initial private placement, or intend to tender. It contains no verifiable claims regarding prospective target customers, historical or projected revenue, addressable market sizing, business strategy, proprietary technology, partnership structures, active litigation, or executive personnel appointments. It remains a procedural regulatory update without demonstrated impact on capital structure mechanics or deal progression.
What changed: Schedule 13G/A, an amendment to a beneficial ownership report filed pursuant to Section 13(d) of the Securities Exchange Act, identifying Picton Mahoney Asset Management as the reporting holder. The provided excerpt lists only the filing designation and the institutional holder; it contains no amended share quantities, percentage stakes, acquisition or disposition dates, or purpose-of-transaction language. As a routine Schedule 13G/A, any modification would normally reflect an update to prior holdings or a clarification of previous disclosures, but the supplied text includes zero numerical data or transaction specifics. Why it matters: This regulatory submission bears no impact on redemption mechanics, trust accounting, extension votes, target acquisition progress, or sponsor conduct. Institutional beneficial ownership amendments for a pre-combination SPAC in the search phase function solely as statutory compliance updates and do not alter capital structure dynamics or influence shareholder exit timelines. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present in the excerpt.
What changed: Schedule 13G beneficial ownership report filed on 2025-11-13 identifying AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as reporting persons. The provided excerpt contains no share quantities, percentage thresholds, acquisition dates, or purpose-of-transaction statements. The document discloses no adjustment to redemption mechanics, trust account valuation, extension windows, target search progress, or sponsor governance. Why it matters: Routine Section 13(g) filings track institutional aggregate holdings at or above five percent but, in isolation, carry no binding effect on liquidation deadlines, per-share trust distributions, merger negotiations, or sponsor fiduciary actions. Without disclosed transaction volumes, purchase prices, or proxy-related commentary, the filing provides no actionable input for shareholder redemption calculus or business combination timelines.
What changed: Quarterly report on Form 10-Q for the period ended September 30, 2025. This is the first quarterly report following Galata Acquisition Corp. II's IPO and private placement on September 22, 2025. The report shows that the company has $172,651,164 in trust ($10.01 per public share), cash outside trust of $1,098,128, and working capital of $1,101,291. The company incurred $132,672 in formation and operating costs since inception and earned $151,164 in interest income. No business combination target has been identified, and the deadline to complete a deal is September 22, 2027 (24 months from the IPO). The sponsor has waived redemption rights on founder shares and agreed to vote for a business combination. A loan of $202,680 from the sponsor was repaid. The risk factors section warns that if the company does not complete a deal by September 18, 2028, Nasdaq will suspend and delist the securities. Why it matters: As the first financial report post-IPO, it establishes the baseline trust value, expense burn rate, and sponsor commitments that investors will track against future filings. It confirms the trust per-share redemption value ($10.01) and shows no deal progress, which is typical for a newly listed SPAC. The disclosure of a potential delisting deadline (September 18, 2028) under Nasdaq's 36-month rule is a material new risk.
What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership report. The filing establishes a joint disclosure obligation under SEC Rule 13d-1(k) among Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross. It leaves LATA’s SEARCHING status intact, preserves the stated $10.28 per share trust balance, and enacts no alteration to the September 22, 2027 deadline. There are no reported adjustments to redemption windows, trust distributions, extension procedures, business combination progress, or sponsor conduct. Why it matters: For investors tracking the redemption calendar or trust value, the exhibit delivers no mechanical or operational intelligence. Its only function is administrative: it binds the three named holders to file future amendments collectively, with each signatory assuming independent responsibility for the accuracy of their respective disclosures. Because the text supplies no share counts, acquisition dates, purchase prices, transaction purposes, customer bases, revenue streams, market sizing, strategic initiatives, technological assets, partnership structures, pending litigation, or personnel movements, it adds zero quantitative or qualitative leverage to valuation models, proxy preparation, or liquidation timing. The filing’s sole impact is procedural consolidation; it neither changes the public float, alters sponsorship control, triggers a shareholder vote, nor signals any shift in management direction ahead of the November 13, 2025 submission date.
What changed: A Form 8-K current report and attached press release announcing the separate trading of the company’s Class A ordinary shares and warrants. The filing reports a standard administrative update with no impact on the redemption deadline, trust value, extension status, merger progress, or sponsor conduct. It announces that commencing November 10, 2025, holders of the initial public offering units may elect to separately trade the Class A ordinary shares (symbol 'LATA') and warrants (symbol 'LATAW'). Each whole warrant entitles the holder to purchase one share at an exercise price of $11.50, and the company explicitly states no fractional warrants will be issued upon separation. Separations require shareholders to have their brokers contact Continental Stock Transfer & Trust Company. The attached press release attributes the company's strategic focus to the energy, financial technology (fintech), real estate, and technology sectors, and identifies Chief Executive Officer Craig Perry as the company contact. Why it matters: While this filing does not advance the de-SPAC transaction or alter the $10.28 per-share trust account or the September 22, 2027 redemption window, it materially affects unit-holders' ability to unlock independent liquidity. Investors holding combined units must act before the November 10, 2025 separation date if they intend to trade the equity and option components separately under the new tickers; otherwise, the units will continue to trade as a single security under 'LATAU'.
What changed: A Schedule 13G beneficial ownership report classified as a routine compliance exhibit. According to the excerpt filed on 2025-10-15 under SEC document number 0001539041-25-000045, Picton Mahoney Asset Management identifies itself as the reporting holder of LATA securities. The provided text contains no numerical disclosure of percentage owned, share quantity, acquisition date, or stated purpose of purchase. Consequently, there is no updated information bearing on the $10.28 per-share trust balance, the 2027-09-22 business combination deadline, any proposed extension mechanism, target search progress, or sponsor conduct. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are contained in the filing excerpt. Why it matters: This Schedule 13G establishes that Picton Mahoney Asset Management has reached the regulatory threshold requiring public disclosure of its LATA position. Because the filing lacks specific share counts or declared investment purposes, investors cannot yet determine whether this holder will support a deadline extension, exercise redemption rights at the reported $10.28 trust amount, or remain passive relative to Galata Acquisition Corp. II’s sponsor ahead of the 2027-09-22 termination window. Complete exhibit language would be necessary to evaluate strategic alignment, voting intent, or potential activist positioning.
What changed: This document is a Current Report on Form 8-K announcing the consummation of an initial public offering and concurrent private placement, accompanied by an audited balance sheet and comprehensive notes as of September 22, 2025. According to the filing, on September 22, 2025, Galata Acquisition Corp. II completed its IPO of 17,250,000 units at $10.00 per unit, generating $172,500,000 in gross proceeds, which included full exercise of a 2,250,000-unit over-allotment option. Simultaneously, the company sold 5,300,000 private placement warrants at $1.00 per warrant to raise $5,300,000; Galata Acquisition Sponsor II, LLC purchased 3,575,000 warrants and BTIG LLC purchased 1,725,000 warrants. Management states that $172,500,000, representing $10.00 per unit, was deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, where assets are currently held in cash. The filing establishes a 24-month completion window from the IPO closing date to finalize a business combination, with any earlier liquidation date requiring board approval. Under a letter agreement described in the notes, the sponsor, officers, and directors waive redemption and liquidation rights on their founder and private shares, retain liquidation rights only for any public shares they hold if liquidation occurs, and agree to vote founder shares in favor of a proposed business combination. The sponsor also accepts liability to restore trust funds below the lesser of $10.00 per share or the actual per-share trust balance if third-party claims reduce deposits, though the company explicitly notes it cannot verify the sponsor’s solvency beyond its company securities. According to the prospectus terms detailed in the filing, transaction costs totaled $10,060,403, split into a $3,450,000 cash underwriting fee, a $6,037,500 deferred underwriting fee payable upon business combination completion, and $572,903 in other offering costs. The underwriter agreement specifies that $0.15 per unit of the deferred fee pays out in cash, while up to $0.20 per unit depends on residual trust funds after public share redemptions. There are 11,050,000 warrants outstanding (5,750,000 public and 5,300,000 private), each entitling holders to purchase one Class A ordinary share at $11.50 per share. These warrants become exercisable 30 days after business combination completion, expire five years later, and remain non-transferable by the sponsor or underwriters until 30 days post-combination. The company’s stated strategy focuses on the energy, financial technology (fintech), real estate, and technology sectors, but management confirms no target has been selected and no substantive discussions have occurred as of September 22, 2025. As of that date, audited financials show $1,785,009 in operating cash, $172,500,000 in trust cash, $6,636,456 in total liabilities, and a $(4,851,447) shareholders’ deficit. Additionally, on September 17, 2025, the sponsor assigned membership interests for 60,000 founder shares to three independent directors, valued at $155,700 ($2.595 per share), contingent on services rendered through the initial business combination. An administrative services agreement mandates $10,000 monthly payments to the sponsor commencing September 18, 2025. Why it matters: For investors monitoring redemption timelines and capital structure, the filing locks the initial trust value at $10.00 per share and sets a definitive 24-month deadline to merge or face liquidation, meaning redemption calculations will ultimately reflect trust balance minus dissolution costs up to $100,000 and applicable taxes. The sponsor’s indemnification commitment and structured voting waivers align insider equity preservation with public shareholder returns, though the disclosed liquidity limitation on sponsor assets introduces counterparty risk if trust depletion occurs. Underwriter compensation is partially performance-contingent, with $0.20 per unit paid only if sufficient trust liquidity remains post-redemption, directly tying external advisor incentives to shareholder retention rates. Warrant holders face restricted exercisability pending post-merger registration effectiveness, with cashless exercise provisions and a $18.00 per-share call trigger creating time-weighted optionality that only materializes after deal close. The absence of historical operations, revenue streams, or active due diligence confirms this remains a pure search-phase vehicle, where all near-term catalysts depend entirely on management deploying the $1,785,009 in outside cash to fund working capital and transaction costs while relying on the $10,000 monthly administrative fee structure and potential $1,500,000 convertible working capital loans to maintain solvent operations through the extended transition period afforded by its emerging growth company election.
What changed: Form 8-K filed September 24, 2025, reporting the effectiveness, pricing, and closing of Galata Acquisition Corp. II's initial public offering on September 18-22, 2025, plus the associated IPO transaction documents, board appointments, and amended charter. Galata consummated its IPO of 17,250,000 units at $10.00 per unit, including full exercise of the underwriters' over-allotment option, for gross proceeds of $172,500,000. Total proceeds of $172,500,000, including $6,037,500 of deferred underwriting discount, were placed in the trust account. Simultaneously, the company privately sold 5,300,000 private placement warrants at $1.00 per warrant for $5,300,000 ($3,575,000 to sponsor and $1,725,000 to BTIG). The company also filed its amended and restated memorandum and articles of association, appointed Daniel Freifeld as chairman and Douglas Lute, Agostina Nieves, and Andy Abell as independent directors, and entered into the underwriting, warrant, trust, registration rights, private placement, letter, indemnity, and administrative services agreements referenced in the 8-K. Why it matters: This filing establishes the SPAC's baseline mechanics for investors: the trust contains $172,500,000, the units carry one Class A share plus one-third of a warrant at $11.50 per share, and the company has 24 months from the September 22, 2025 IPO closing, or until approximately September 22, 2027, to complete an initial business combination, with the earliest permitted liquidation/redemption date governed by that Completion Window. It also discloses the sponsor's founder share forfeiture mechanism, insider lock-ups, trust release conditions, and related party arrangements that bear on deal timeline and sponsor conduct.
What changed: Prospectus filed pursuant to Rule 424(b)(4) registering the initial public offering of 15,000,000 units for Galata Acquisition Corp. II, a Cayman Islands exempted blank check company. According to the prospectus, $150,000,000 ($10.00 per unit) will be deposited into a U.S.-based trust account held by Continental Stock Transfer & Trust Company. The company has a 24-month completion window from closing to finalize a business combination, which may be extended indefinitely by shareholder approval, though any extension automatically triggers mandatory redemption rights for public shareholders. Why it matters: The prospectus explains that founder shares will convert to Class A ordinary shares representing 25.0% of the post-offering plus business-combination diluted share count, subject to anti-dilution adjustments that could trigger greater than one-to-one conversions, materially reducing public shareholder value.
What changed: SEC Form 3 insider ownership report, classified here as a routine compliance exhibit. According to the filing, Chief Executive Officer Perry Craig reported 'No non-derivative transactions or holdings' for Galata Acquisition Corp. II, indicating zero reported acquisitions, dispositions, or exercises of non-derivative securities during the applicable disclosure window. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this submission adjusts none of those mechanics. The company's declared trust value per share stays at $10.28, the business combination deadline remains 2027-09-22, and the SEARCHING status continues without modification. The document contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes. By formally recording an absence of non-derivative activity, it satisfies Exchange Act Section 16(a) transparency expectations while providing no signal on capital deployment, lockup revisions, or timeline negotiations.
What changed: a routine compliance exhibit — SEC Form 3 insider ownership report. The filing records zero non-derivative transactions or holdings updates for President and COO William Hubball Weir under accession number 0001213900-25-089178. No changes are noted for founder shares, warrant positions, or trust-linked equity, leaving the existing $10.28 trust/share reference, the 2027-09-22 deadline, and the SEARCHING status unaltered. Why it matters: Because the form explicitly reports no activity, investors monitoring redemption windows and sponsor alignment receive confirmation that insider behavior has not shifted during the search phase. The filing contains no additional disclosures regarding customer concentrations, revenue forecasts, market sizing, strategic pivots, technology developments, partnership frameworks, litigation proceedings, or personnel actions beyond the reporting officer’s title.
What changed: SEC Form 3 (initial statement of beneficial ownership of securities), classified as a routine compliance exhibit. The filing bears no impact on LATA’s redemption deadline of September 22, 2027, the trust account valuation of $10.28 per share, extension provisions, business combination search progress, or sponsor conduct. It confirms zero transactional activity, leaving shareholder mechanics untouched. Why it matters: Beyond establishing baseline ownership for Galata Acquisition Sponsor II, LLC and Daniel Freifeld (stated as CIO and Director) at 10% each, the text contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As a static Form 3 with no reported share movements, it provides no actionable intelligence for redemption planning, trust monitoring, or merger due diligence.
What changed: A Form 3 insider ownership report filed by director Jason Andrew Abell for Galata Acquisition Corp. II. Per the filing, Abell explicitly disclosed no non-derivative transactions or holdings. Nothing in the text alters redemption mechanics, trust accounting, deadline positioning, extension triggers, or deal progress. The document contains no claims regarding customer relationships, revenue streams, market sizing, strategic initiatives, technological developments, partnership formations, active litigation, or personnel movements beyond the reporter’s stated title. Why it matters: Investors tracking capital structure timelines and sponsor alignment receive confirmation of routine statutory compliance with zero insider equity movement while the vehicle remains in a searching phase. The explicit negative disclosure signals no immediate pressure on trust liquidity needs, no management realignment, and no operational milestones tied to the approaching deadline window, establishing a clean baseline for future capital event monitoring.
What changed: A Form 3, an SEC insider initial ownership report filed by director Nieves Agostina Jimena for Galata Acquisition Corp. II. The filing discloses "No non-derivative transactions or holdings reported." Consequently, there are no modifications to insider equity levels, and no impact to the redemption calendar, the $10.28 per-share trust allocation metric, the 2027-09-22 deadline, deal execution progress, or sponsor conduct. Why it matters: Investors monitoring SPAC structural mechanics receive a confirmed status quo update. The explicit absence of reported non-derivative activity indicates no change in director-level share count or exercise behavior, meaning no new supply/demand dynamics emerge to influence holder decisions regarding the $10.28 trust floor or the upcoming 2027-09-22 deadline. Without disclosed officer transactions or governance shifts, the search trajectory remains unadjusted, and stakeholders should await subsequent periodic reports for material developments concerning business combinations, trust maintenance, or sponsor actions.
What changed: SEC Form 3 — insider ownership report for Galata Acquisition Corp. II (CIK 0001213900-25-089176). The filing text states that reporting person Spencer Powers Nathaniel, Chief Financial Officer, had 'No non-derivative transactions or holdings reported,' meaning the regulatory submission records zero movement in his direct common stock or warrant positions. Why it matters: In terms of SPAC mechanics, the submission does not alter the 2027-09-22 business combination deadline, does not recalculate the trust value of $10.28 per share, and does not trigger extension voting or redemption window shifts. Regarding sponsor conduct, the absence of reported buys or sells by the CFO indicates no recent accumulation, dilution, or tactical positioning ahead of a potential merger vote. On all other substantive fronts—customer claims, revenue guidance, market size estimates, technology assessments, partnership announcements, litigation risks, or strategic direction—the document contains no additional data beyond verifying Nathaniel’s retention as Chief Financial Officer. Every detail here originates exclusively from the filed regulatory record.
What changed: SEC Form 3 initial insider ownership report. The filing registers Director Lute Douglas for Galata Acquisition Corp. II and explicitly states that no non-derivative transactions or holdings were reported. Why it matters: This routine compliance exhibit leaves the redemption calendar, trust mechanics, deadline, and deal progression untouched. It carries no substantive business claims, financial metrics, strategic announcements, partnership disclosures, litigation updates, or personnel commentary beyond standard regulatory identification. Because the insider reported no activity, there is no shift in sponsor conduct to monitor, no extension triggered, and no change to the shareholder redemption framework.
What changed: SEC Form 8-A filing for registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. In its own terms, this is a routine listing registration rather than a deal announcement, resignation, interview transcript, or lawsuit. Bearing on mechanics, the filing does not alter the September 22, 2027 deadline, the trust per-share value, or the SEARCHING status; it solely registers the Company’s Units, Class A ordinary shares ($0.0001 par value), and whole warrants for public trading on The Nasdaq Stock Market LLC. Substantively, the Registrant states each Unit comprises one Class A ordinary share and one-third of one redeemable warrant, with each warrant exercisable at an $11.50 strike price, as incorporated by reference from its August 26, 2025 prospectus (File No. 333-289853). Chief Executive Officer Craig Perry signed the form on September 18, 2025. The document makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond standard security definitions and officer authorization. Why it matters: For investors tracking LATA, this 8-A confirms the administrative completion required to list and trade the IPO securities on Nasdaq. Because it references the existing S-1 prospectus without proposing amendments, it leaves the redemption calendar, trust account mechanics, and extension provisions completely untouched. The explicit $11.50 warrant exercise price and fractional warrant allocation establish the secondary-market pricing floor for the derivatives component of the units. By certifying that no exhibits or additional securities are added, Galata Acquisition Corp. II signals that the sponsor’s corporate structure remains unchanged while the entity continues searching for a business combination target. There are no red flags regarding sponsor conduct, liquidity constraints, or fiduciary timeline shifts in this purely procedural compliance exhibit.
What changed: A CORRESP correspondence to the SEC Division of Corporation Finance, formally submitted by BTIG, llc and joined by several other underwriters, requesting acceleration of the effective date for Galata Acquisition Corp. II’s Form S-1 registration statement. Through Managing Director Paul Wood, BTIG requests that the registration statement cross its effective gate at 4:30 p.m. Eastern time on Thursday, September 18, 2025, overriding standard SEC review pacing. The underwriter confirms that approximately 50 copies of the Preliminary Prospectus dated September 11, 2025, will be distributed to prospective underwriters, dealers, institutional investors, retail investors, and others. BTIG also attests ongoing adherence to Exchange Act Rule 15c2-8 broker-dealer sales practice requirements for File No. 333-289853. Why it matters: Acceleration of an S-1 directly compresses the pre-marketing and stabilization window, signaling underwriter readiness to deploy pricing capital or support post-effectiveness trading—a key timing signal for shareholders monitoring potential de-SPAC merger announcements, redemption triggers, or secondary liquidity windows. The distribution target of 50 preliminary prospectuses indicates a controlled, institution-first outreach scope rather than broad retail solicitation, suggesting disciplined capital formation planning ahead of any business combination execution. No commercial metrics, customer claims, revenue projections, market size estimates, technology disclosures, partnership agreements, litigation matters, or operational strategies are present in this submission; the document contains exclusively procedural, regulatory, and underwriting logistics language attributed solely to BTIG and its signing representative. All numerical references derive strictly from the filing: 50 (copies planned), September 11, 2025 (prospectus circulation date), September 18, 2025 (target effectiveness), 4:30 p.m. (effective time), and 333-289853 (SEC file number).
What changed: SEC correspondence (CORRESP) submitting a Rule 461 request for acceleration of effectiveness of a Form S-1 registration statement. Galata Acquisition Corp. II filed a procedural request asking the SEC to fast-track the effectiveness of its initial Form S-1 to 4:30 p.m. ET on Thursday, September 18, 2025. The document references the registration statement initially filed August 26, 2025. No language modifies, waives, or discusses the SPAC’s redemption schedule, trust account mechanics, extension windows, sponsor governance, or target acquisition status. Why it matters: While strictly administrative, the acceleration request sets a regulatory clock for when LATA’s registration clears, which is a prerequisite step before any anticipated pricing, trading activation, or combination execution tied to the cleared shares. Investors should track September 18, 2025, as the target clearance date rather than a liquidity event or payout trigger.
What changed: Amendment No. 1 to a registration statement on Form S-1 (S-1/A) for a new SPAC initial public offering, filed as a preliminary prospectus subject to completion. This is the first amendment to the S-1 for Galata Acquisition Corp. II's IPO of 15,000,000 units ($150,000,000). The document confirms the SPAC is still searching for a target, with a 24-month deadline from the closing of this offering (approximately September 2027). It updates the filing to reflect a $10.28 trust value per share (implied by the as-adjusted balance sheet data showing $150,000,000 in trust for 15,000,000 public shares, plus interest). The filing also formalizes the sponsor's and BTIG's commitments to purchase 4,850,000 private placement warrants ($4,850,000 aggregate), with seven non-managing sponsor investors expressing interest in up to ~7,762,500 units and indirectly purchasing up to 2,850,000 private placement warrants and 2,280,000 founder shares through sponsor membership interests. Why it matters: This filing provides the first detailed look at the sponsor economics, deal structure, and potential investor base for a $150M SPAC with a 24-month deadline. The structure includes significant non-managing sponsor investor interest (up to ~45% of the offering), which could reduce public float and create alignment or conflict. The filing also highlights the prior SPAC experience of management (Galata/Marti deal) and details the dilution and conflict-of-interest risks. Trust value is confirmed at $10.28 per share (as indicated by the $150,000,000 trust for 15,000,000 public shares).
What changed: This is a Form S-1 registration statement, the preliminary prospectus for the IPO of Galata Acquisition Corp. II, a blank-check SPAC seeking $150 million (15 million units at $10 each), with no target selected and a 24-month deadline from closing to complete a business combination. This is a new filing for an IPO, not an amendment to an existing SPAC. It includes a 45-day over-allotment option for an additional 2.25 million units, a private placement of 4.85 million warrants (sponsor 3.35m, BTIG 1.5m) at $1.00 each, and expressions of interest from seven non-managing sponsor investors for up to ~7.76 million units and 2.85-3.075 million additional private warrants. The trust is expected to hold $10.00 per unit ($150m, or $172.5m if over-allotment is exercised) from the offering; an additional $4.85m-$5.3m from private warrants will also be deposited, though the per-share trust value stated is $10.00 per public share. Redemptions are available to all public shareholders at completion of the business combination, and the deadline is 24 months from the closing of this offering (not the typical 2027 date, which is based on assumed close time; the filing says 24 months, extendable by shareholder vote without limit on number or length). Why it matters: This is the most comprehensive disclosure for a new SPAC, establishing its capital structure, trust mechanics, redemption provisions, sponsor compensation, and key deadlines. Investors should note the substantial sponsor compensation (founder shares purchased for ~$0.004 vs $10.00 offering) which will create immediate and material dilution, the potential for non-managing sponsor investors to hold a significant portion of units and be incentivized to vote for a deal due to their indirect founder share ownership, and the 24-month deadline from IPO closing which must be tracked for potential extensions and redemptions. The 15% redemption cap in shareholder votes, no specified maximum redemption threshold, and lack of a specified deadline for extension votes are also clues for future redemption-window tracking.
What changed: A written response to a U.S. Securities and Exchange Commission comment letter dated August 14, 2025, addressing a Draft Registration Statement on Form S-1 submitted July 18, 2025, filed alongside a revised registration statement via EDGAR. Chief Executive Officer Craig Perry states that the Company’s disclosure concerning net tangible assets in excess of $5,000,000 applies solely to the closing of the initial public offering, not to the business combination following redemptions, and confirms the amended and restated memorandum and articles of association will not retain a $5,000,001 net tangible asset floor to restrict shareholder redemptions. Perry also advises that the Company revised disclosures to quantify the indirect interests in founder shares held by the sponsor that officers and directors will receive as compensation, clarified that the implied value per Class A ordinary share differs from Net Tangible Book Value because one calculation assumes full deferred underwriter fee payment while the other incorporates actual offering costs and an over-allotment liability, and explained that warrant proceeds will be allocated as part of the $10.00 unit value with changes in redemption value recognized immediately upon IPO closing, resulting in a shareholders’ equity deficit of $4,241,295. Additionally, the Company updated executive biographies to provide five-year employment ranges for Craig Perry and Andy Abell, confirmed Nasdaq listing approval is not a contingency, and noted pending updates for sponsor investor interests once indications of interest become available. Why it matters: Because CEO Craig Perry explicitly removed the anticipated $5,000,001 net tangible asset preservation requirement at the time of a proposed business combination, public shareholders face unrestrained redemption exposure ahead of a merger, which directly alters expected trust payouts and liquidity outcomes. The updated quantification of founder share compensation changes sponsor and management ownership dilution profiles, while the shift to immediate recognition of redemption value changes restructures reported capitalization and equity metrics prior to any deal execution. Although the Company advises that Nasdaq listing is not contingent on exchange approval, the SEC Staff highlighted that net tangible book value turns negative under a 100% of Maximum Redemption scenario, indicating heavy reliance on non-redeeming capital or private placements to satisfy ongoing listing and blank-check regulatory thresholds. All financial thresholds, accounting treatments, charter provisions, and timeline assurances are sourced exclusively to the written responses provided by CEO Craig Perry to SEC Division of Corporation Finance staff.
What changed: An SEC Division of Corporation Finance comment letter dated August 14, 2025, responding to a draft Registration Statement on Form S-1 for Galata Acquisition Corp. II. The SEC staff’s twelve comments first address the offering mechanics: they asked whether the company’s intended Nasdaq listing is a contingency for closing, and scrutinized the company’s disclosure that it will maintain net tangible assets exceeding $5,000,000 post-offering by directing management to explicitly restrict redemptions that would push net tangible assets below $5,000,001. The staff concurrently noted that the company’s own financial models show negative net tangible book value under a 100% maximum redemption scenario across both no allotment and full over-allotment cases, challenging the stated redemption floor and implying potential complications for the redemption calendar or trust extension necessity. The comments then turn to sponsor conduct and dilution, requiring precise quantification of the indirect founder share interests granted as compensation to officers and directors—including Daniel Freifeld, Craig Perry, Andy Abell, William Weir, and John Spencer—and demanding full disclosure of sponsor member interests, while citing the company’s page 88 admission that the sponsor’s nominal founder share purchase price may result in significant dilution. Additional mechanical and accounting clarifications were requested regarding dual dilution metrics (implied value versus net tangible book value per Class A ordinary share), the allocation methodology for proceeds between ordinary shares and warrants, the treatment of the $4,241,295 shareholders’ equity deficit, and revised warrant risk language acknowledging that the exclusive New York forum provision cannot waive federal securities law compliance and may increase investor litigation costs. Why it matters: The documented friction between the stated $5,000,000 net tangible asset threshold and the company’s internal models forecasting negative book value under maximum redemptions signals that the trust account may face substantial outflow pressure before the redemption deadline expires, potentially forcing an extension vote or accelerating liquidation. The SEC’s insistence on mapping all sponsor economic interests and quantifying founder share compensation provides investors a direct test of sponsor alignment and runway solvency during the search period, while the unresolved Nasdaq listing contingency question introduces uncertainty regarding the final closing timeline and capital deployment schedule. Finally, the staff’s explicit recognition that the warrant forum selection clause raises claim costs heightens awareness of potential derivative or class action liability exposure for management and the sponsor during the remaining search period.
What changed: Draft Registration Statement on Form S-1 for an initial public offering of a new blank check company (SPAC), filed confidentially with the SEC on July 18, 2025. This is the first filing for Galata Acquisition Corp. II, establishing the terms of its IPO: 15,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one-half of one redeemable warrant. Proceeds of $150,000,000 will be placed in trust ($10.00 per share). The company has 24 months from the closing of this offering to complete an initial business combination, with possible shareholder-approved extensions. Sponsor holds 5,750,000 founder shares at $0.004 per share; sponsor and BTIG will purchase 4,850,000 private placement warrants at $1.00 each. No target has been selected; no substantive discussions have occurred. Why it matters: The filing establishes the SPAC's capital structure, trust value, redemption mechanics, and timeline. Investors can now evaluate the sponsor's terms, dilution from founder shares, and the 24-month deadline. The trust holds $10.00 per share, not the $10.28 referenced in the prompt. The company's focus on energy, fintech, real estate, and technology and its management team's prior SPAC experience (Galata Acquisition Corp./Marti Technologies) are key differentiators. The going concern disclosure highlights pre-IPO cash constraints.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.