Gesher Acquisition Corp. II Reports Financial Results for the Quarter Ended June 30, 2025

Overview

We are a blank check company, also known as a special purpose acquisition company (SPAC), that was incorporated in the Cayman Islands on August 29, 2024. Our purpose is to complete a business combination with another company. We intend to use the proceeds from our initial public offering (IPO) and private placement to fund this business combination.

Results of Operations

Since our inception on August 29, 2024, we have not engaged in any operations or generated any revenues. Our activities have been limited to organizational tasks and preparing for our IPO and the subsequent search for a suitable business to acquire. We expect to incur increased expenses as a public company, as well as costs related to due diligence and negotiating a business combination.

For the three months ended June 30, 2025, we had a net income of $1,316,265, which consisted of $1,497,409 in interest income from the trust account, offset by $181,144 in operating costs. For the six months ended June 30, 2025, we had a net income of $1,345,764, which consisted of $1,611,082 in interest income, offset by $265,318 in operating costs.

Liquidity and Capital Resources

We completed our IPO on March 24, 2025, raising $143,750,000 in gross proceeds by selling 14,375,000 units at $10 per unit. We also sold 565,625 private placement units to our sponsor and an underwriter for $5,656,250. After offering costs, we had $144,181,250 placed in a trust account.

As of June 30, 2025, we had $1,518,829 in cash outside the trust account, which we use to identify and evaluate potential acquisition targets, perform due diligence, and cover other operating expenses. We may need to obtain additional financing to complete a business combination if the funds in the trust account are insufficient.

The sponsor or our officers and directors may provide us with working capital loans of up to $1,500,000, which could be converted into units of the post-business combination entity. As of June 30, 2025, we had no outstanding working capital loans.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no off-balance sheet arrangements as of June 30, 2025. Our only significant contractual obligation is the administrative services agreement, under which we pay $10,000 per month to an affiliate of the sponsor for office space, utilities, and administrative support. We also have underwriting fee obligations related to our IPO, including a 2% cash underwriting discount and a 3.5% deferred underwriting fee payable upon the closing of a business combination.

Critical Accounting Policies

The key critical accounting policies we have identified are:

1. Class A Ordinary Shares Subject to Possible Redemption: The public shares contain a redemption feature that allows for the redemption of such shares in connection with our liquidation or a shareholder vote on a business combination. We classify these shares outside of permanent equity.

2. Recent Accounting Pronouncements: We have adopted the relevant new accounting standards, including ASU 2024-03 and ASU 2023-07, which require additional disclosures related to expenses and segment reporting.

Outlook

We continue to pursue a business combination, but we cannot assure you that our plans will be successful. We may need to extend the time period to complete a business combination by amending our articles, which would require shareholder approval and could result in redemptions that decrease the funds in our trust account. If we are unable to complete a business combination within the required time frame, we will be required to liquidate.