FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025
GESHER ACQUISITION CORP. II reported its financial results for the quarter ended March 31, 2025. The company had a net loss of $1.4 million, or $0.10 per share, compared to a net loss of $1.1 million, or $0.08 per share, for the same period in the prior year. As of March 31, 2025, the company had cash and cash equivalents of $14.4 million and total assets of $15.4 million. The company’s condensed balance sheet as of March 31, 2025, shows a deficit of $4.4 million, compared to a deficit of $3.4 million as of December 31, 2024. The company’s management’s discussion and analysis of financial condition and results of operations notes that the company is still in the process of identifying a target business for a potential acquisition and that there can be no assurance that the company will be able to complete a business combination.
Overview
Blank Check Company Inc. is a special purpose acquisition company (SPAC) incorporated in the Cayman Islands on August 29, 2024. The company was formed with the purpose of merging with, acquiring, or combining with one or more businesses. Blank Check Company raised $143.75 million through an initial public offering (IPO) on March 24, 2025, and an additional $5.66 million from the sale of private placement units.
Results of Operations
Blank Check Company has not engaged in any operations or generated any revenue to date. The company’s activities have been limited to organizational tasks, preparing for the IPO, and identifying a target company for a business combination. For the three months ended March 31, 2025, the company reported a net income of $29,499, which consisted of $84,174 in operating costs offset by $113,673 in interest income from the trust account.
Factors That May Adversely Affect Results of Operations
Blank Check Company’s results and ability to complete a business combination could be negatively impacted by various economic factors, including downturns in financial markets, increases in inflation and interest rates, supply chain disruptions, and geopolitical instability. The company cannot predict the likelihood or magnitude of these events and their potential impact on the business.
Liquidity and Capital Resources
As of March 31, 2025, Blank Check Company had $144.29 million in cash and marketable securities held in a trust account and $1.68 million in cash outside the trust account. The company intends to use the trust account funds to complete a business combination. To finance transaction costs, the sponsor or affiliates may provide working capital loans, which could be convertible into private placement units.
The company believes it has sufficient funds to meet its working capital needs for at least one year from the date of the financial statements. However, it may need to obtain additional financing to complete a business combination or if it is required to redeem a significant number of public shares.
Off-Balance Sheet Arrangements and Contractual Obligations
Blank Check Company has no off-balance sheet arrangements. The company’s only significant contractual obligation is an agreement to pay $10,000 per month to an affiliate of the sponsor for office space, utilities, and administrative support until the earlier of the business combination completion or the company’s liquidation.
Critical Accounting Policies
The key critical accounting policies identified are:
- Classification of Class A ordinary shares as subject to possible redemption
- Recognition of changes in redemption value of the redeemable shares
The company also discussed the potential impact of a recent accounting standard update related to segment reporting disclosures.
Overall, Blank Check Company is a newly formed SPAC that has not yet completed a business combination. The company’s financial performance to date has been limited, but it has sufficient funds to pursue a merger or acquisition. The report highlights the potential risks and uncertainties the company faces in completing a successful business combination.
