GALATA ACQUISITION CORP. II FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

Overview

Galata Acquisition Corp. is a blank check company incorporated in the Cayman Islands on June 20, 2025, for the purpose of effecting a business combination. The company’s sponsor is Galata Acquisition Sponsor II, LLC. Although Galata is not limited in its search for a target business to a particular industry or sector, it is focusing its search on the energy, financial technology (fintech), real estate, and technology sectors. Galata is an early-stage and emerging growth company and is subject to the risks associated with such companies.

Results of Operations

Galata has not engaged in any operations or generated any revenues to date. Its only activities since inception have been organizational activities and activities related to the initial public offering (IPO) and identifying and evaluating potential acquisition targets. Galata will not generate any operating revenues until after the completion of its initial business combination. For the period from June 20, 2025 (inception) through December 31, 2025, Galata had a net income of $1,534,988, which consists of interest income on marketable securities held in the trust account of $1,816,692, partially offset by general and administrative fees of $281,704.

Liquidity, Capital Resources and Going Concern

Following the IPO, including the full exercise of the over-allotment option, and the private placement, a total of $172,500,000 was initially placed in the trust account. Galata incurred costs of $10,060,403, consisting of $3,450,000 of cash underwriting fees, $6,037,500 in deferred fees, and $572,903 of other offering costs.

As of December 31, 2025, Galata had $954,585 in cash held outside of the trust account, which it uses to identify and evaluate target businesses, perform due diligence, and structure, negotiate, and complete a business combination. Galata’s liquidity needs through December 31, 2025 have been satisfied through a contribution from the sponsor, a loan pursuant to the IPO promissory note, and the net proceeds from the IPO and private placement.

Galata does not believe it will need to raise additional funds to meet the expenditures required for operating its business. However, if the actual costs of identifying a target business, conducting due diligence, and negotiating a business combination are higher than expected, Galata may need to obtain additional financing to complete the transaction.

Contractual Obligations

Galata has the following contractual obligations:

1. Administrative Services Agreement: Galata reimburses its sponsor $10,000 per month for office space, utilities, and administrative support.
2. Underwriting Agreement: The underwriters are entitled to a deferred fee of up to $6,037,500, payable upon the consummation of the initial business combination.
3. Registration Rights Agreement: The holders of the founder shares, private placement warrants, and any private placement-equivalent warrants issued in connection with working capital loans are entitled to registration rights.
4. Letter Agreement: Galata’s sponsor, directors, and officers have agreed to a lock-up and restrictions on their ability to transfer the founder shares and private placement warrants.

Critical Accounting Estimates

As of December 31, 2025, Galata did not have any critical accounting estimates to be disclosed.

Recent Accounting Standards

Galata adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” on June 20, 2025, the date of its incorporation. Management does not believe that there are any other recently issued, but not yet effective, accounting standards that would have a material effect on the financial statements.