Galata Acquisition Corp. II

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.

Unless otherwise stated in this prospectus or the context otherwise requires, references to:

• “we,” “us,” “company” or “our company” are to Galata Acquisition Corp. II, a Cayman Islands exempted company;

• “amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering;

• “BTIG” are to BTIG, LLC, the sole book-running manager for the offering;

• “Class A ordinary shares” are to our Class A ordinary shares in the capital of the company with a par value of $0.0001 per share;

• “Class B ordinary shares” are to our Class B ordinary shares in the capital of the company with a par value of $0.0001 per share;

• “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands;

• “completion window” are to (i) the period ending on the date that is 24 months from the closing of this offering, or such earlier liquidation date as our board of directors may approve, in which we must complete an initial business combination or (ii) such other time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association. Our shareholders can also vote at any time to amend our amended and restated memorandum and articles of association to modify the amount of time we will have to complete an initial business combination, in which case our public shareholders will be offered an opportunity to redeem their public shares;

• “founder shares” are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holders thereof as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

• “initial shareholders” are to our sponsor and any other holders of our founder shares immediately prior to this offering;

• “Investment Company Act”are to the Investment Company Act of 1940, as amended;

• “management” or our “management team” are to our officers and directors;

• “non-managing sponsor investors” means seven institutional investors (none of which are affiliated with any member of our management, other members of our sponsor or any other investor) that have expressed an interest to purchase (i) an aggregate of approximately 7,762,500 units in this offering (assuming the exercise in full of the underwriter’s over-allotment option) at the offering price and (ii) through the purchase of non-managing sponsor membership interests in the sponsor, an aggregate of up to 2,850,000 private placement warrants at a price of $1.00 per warrant ($2,850,000 in the aggregate)(or up to 3,075,000 private placement warrants if the over-allotment option is exercised in full ($3,075,000 in the aggregate); subject to the non-managing sponsor investors purchasing, through the sponsor, the private placement warrants allocated to them in connection with the closing of this offering, the sponsor will issue

membership interests at a nominal purchase price to the non-managing sponsor investors at the closing of this offering reflecting interests in an aggregate of 2,280,000 founder shares (or up to 2,460,000 founder shares if the over-allotment option is exercised in full) held by the sponsor. None of the non-managing sponsor investors has expressed to us an interest in purchasing individually more than 9.9% of the units to be sold in this offering;

• “ordinary resolution” are to a resolution of the company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

• “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

• “over-allotment option” are to the underwriters’ 45-day option to purchase up to an additional 2,250,000 units to cover over-allotments, if any;

• “private placement warrants” are to the warrants issued to our sponsor and BTIG in a private placement simultaneously with the closing of this offering;

• “public shares” are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), and does not include any founder shares;

• “public shareholders” are to the holders of our public shares, including our initial shareholders, our management team and any non-managing sponsor investors to the extent our initial shareholders, members of our management team or any non-managing sponsor investors purchase public shares, provided that the each initial shareholder’s, member of our management team’s or any non-managing sponsor investors’ status as a “public shareholder” will only exist with respect to such public shares;

• “public warrants” are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

• “special resolution” are to a resolution of the company passed by at least a two-thirds (2/3) majority (or such higher approval threshold as specified in the company’s amended and restated memorandum and articles of association) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. The amended and restated memorandum and articles of association of the Company will require that resolutions put to the vote of a meeting shall be decided in accordance with section 60(4) of the Companies Act regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution;

• “SPACs” are to special purpose acquisition companies;

• “sponsor” are to Galata Acquisition Sponsor II, LLC, a Delaware limited liability company, which was recently formed to invest in our company, as further discussed under “Our Sponsor”, below. Daniel Freifeld is managing member of Callaway Capital Management, LLC, which is the managing member of the sponsor;

• “taxes payable” are to any taxes applicable to us, provided, however, that the proceeds placed in the trust account and the interest earned thereon will not be used to pay for possible excise tax or any other similar fees or taxes that may be levied on us pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by our company;

• “warrants” are to our public warrants, private placement warrants and working capital warrants, if any;

• “warrant exercise date” are to the date on which the warrants will become exercisable, which is 30 days after the completion of our initial business combination;

• “warrant expiration date” are to the date on which the warrants expire, which is five years after the completion of our initial business combination or earlier upon redemption or liquidation; and

• “working capital warrants” are to the warrants that are components of the units issuable upon conversion of working capital loans; and

Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law (that is, an issuance of shares from share premium).

Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

OUR COMPANY

We are a blank check company incorporated on June 20, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

We currently intend to focus on target businesses in the energy, financial technology (fintech), real estate, and technology sectors, although we may pursue an acquisition opportunity in any business, industry, sector or geographical location. We intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business.

We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business post-business combination. Our team has broad sector knowledge through their collective involvement across a variety of industries, as well as extensive global capital markets experience, with local and cross-border capabilities allowing access to different sectors of the capital markets.

Our management team is led by Daniel Freifeld, Our Chairman and Chief Investment Officer, Craig Perry, our Chief Executive Officer, Powers Spencer, our Chief Financial Officer, and William Weir, our Chief Operating Officer.

Daniel Freifeld has served as our Chairman nominee and Chief Investment Officer since inception.

• Daniel Freifeld is the founder of Callaway Capital Management, LLC (“Callaway”) and serves as the firm’s Chief Investment Officer. Prior to founding Callaway in 2013, Mr. Freifeld served as Senior Advisor to the Special Envoy for Eurasian Energy at the U.S. Department of State, where he was responsible for oil and gas issues in Iraq, Turkey, Russia, and the eastern Mediterranean and as a program coordinator for the Near East South Asia Center at the U.S. Department of Defense, working in more than ten Middle Eastern countries. He has been an associate of the Geopolitics of Energy Project at Harvard University and a term member of the Council on Foreign Relations and is a member of the state bars of Massachusetts and the District of Columbia. He speaks Turkish and French and conversational Arabic, Farsi, and Spanish and holds a bachelor’s degree in political science summa cum laude from Emory University and a juris doctor from New York University School of Law.

Craig Perry has served as our Chief Executive Officer since inception.

• Craig Perry is a Managing Director at Callaway since July 2024, with primary responsibility for managing investment positions across credit and equities on behalf of Callaway’s flagship fund. Prior to joining Callaway in July 2024, Mr. Perry was the founder of Alpine Summit Energy Partners, which he grew to an eventual listing on the Nasdaq, serving as the Chairman and CEO from January 2017 to September 2023 and focused on managing his investment portfolio from September 2023 to July 2024. Prior to that, he was a Managing Director at Panning Capital, where he oversaw investments across the capital structure with a focus on financials and real estate. He also served as the co-founder and portfolio manager of Sabretooth Capital — an alternative asset manager formed under Julian Robertson’s Tiger Management umbrella. He has served on the boards of Brookfield DTLA Fund and Cortland Partners, where he has remained the largest outside shareholder since 2014. Mr. Perry began his career at King Street Capital Management in 2003. He holds a bachelor’s degree in economics summa cum laude from Princeton University. Mr. Perry holds an Amateur Extra Radio License from the FCC and a Private Pilot License from the FAA.

William Weir has served as our President and Chief Operating Officer since inception.

• William Weir has served as Callaway’s Chief Operating Officer, overseeing the daily operations of the firm and its investment team, as well as compliance and risk management. He also regularly contributes to the legal, commercial, and strategic analysis underlying the firm’s investments, with a particular focus on special situations.

Prior to joining Callaway, Mr. Weir was an associate attorney at Sullivan & Cromwell LLP, where he handled high-profile investigations and litigation related to the structuring and issuance of complex financial instruments and derivatives on behalf of prominent international financial institutions. He also regularly advised clients on compliance with a wide variety of regulatory requirements under federal and state securities laws. He holds a bachelor’s degree in public policy studies from Duke University and a juris doctor from New York University School of Law and is a member of the state bars of New York and California.

Powers Spencer has served as our Chief Financial Officer since inception.

• Mr. Spencer joined Callaway in 2024 with a background in energy and private healthcare. He brings to the team expertise in financial analysis, capital management, debt facility oversight, and investor relations. During his time with Alpine Summit Energy Partners from 2021 to 2024, Mr. Spencer supported executives in raising outside capital to fund operational opportunities, assisted in securing and managing debt financing, and oversaw the company’s working capital management model. His work at Premise Health from 2019 to 2021 entailed the maintenance of timely client billing through collaboration with operations and finance as well as integration guidance for special projects and an acquisition. Mr. Spencer received his bachelor’s degree from Sewanee in 2017 and his MBA from College of Charleston in 2019.

Our Board of Directors

Our Board of Directors will include four members upon the commencement of trading of the units on Nasdaq. The board will be led by our Chairman nominee, Daniel Freifeld, and will consist of industry leaders and experienced investors. Each brings diversity of experience, perspective and industry contacts that when combined create a distinguished Board of Directors. In addition to Mr. Freifeld, our Board of Directors will be comprised of:

• Lieutenant General Douglas Lute (Ret.). Ambassador Douglas Lute is the former United States Ambassador to NATO. Appointed by President Obama, he assumed the Brussels-based post in 2013 and served until 2017. During this period, he was instrumental in designing and implementing the 28-nation Alliance responses to the most severe security challenges in Europe since the end of the Cold War. A career Army officer, in 2010 Lute retired from active duty as a lieutenant general after 35 years of service. In 2007, President Bush named him as Assistant to the President and Deputy National Security Advisor to coordinate the wars in Iraq and Afghanistan. In 2009, he was the senior White House official retained by President Obama and his focus on the National Security Council staff shifted to South Asia. Across these

two Administrations, he served a total of six years in the White House. Before being assigned to the White House, General Lute served as Director of Operations (J3) on the Joint Staff, overseeing U.S. military operations worldwide. From 2004 to 2006, he was Director of Operations for the United States Central Command, with responsibility for U.S. military operations in 25 countries across the Middle East, eastern Africa and Central Asia, in which over 200,000 U.S. troops operated. Through his military-diplomatic career, he received numerous honors and awards, including three awards of the Defense Distinguished Service Medal, the State Department’s Distinguished Honor Award, the Grand Officer of the Order of Merit for the Italian Republic, and the Commander’s Cross of the Order of Merit for the Federal Republic of Germany. General Lute holds degrees from the Kennedy School of Government at Harvard University and United States Military Academy at West Point, which named him a Distinguished Graduate in 2018. He is a member of the Council on Foreign Relations; a charter member of the Senior Military Advisory Group of the United States Institute of Peace; a member of the board of the American Academy of Diplomacy; and a member of the board of the Atlantic Council of the United States.

• Andy Abell Andy Abell is the COO of Senira, a financial intelligence company developing AI-driven risk management solutions for European and U.S. markets. Since joining Senira in July 2024, he has led a multinational team of AI engineers, data scientists, and financial services executives while overseeing business operations, communications, and strategy. After retiring from the State Department in October 2022, Mr. Abell founded Abell Mariner Advisors, LLC in February 2023 and has served as an independent consultant and fractional executive for Abell Mariner Advisors, LLC since then where he supports companies on corporate strategy, international markets, and U.S. policy. Over a 20-year career as a U.S. diplomat, Mr. Abell served in senior policy and strategy positions at the National Security Council, the Pentagon, the State Department, and at U.S. diplomatic missions in Europe and the Middle East. At State, he led the Syria Desk during the Arab Spring and later managed annual security assistance for Eastern Europe. As Managing Director for MENA at the International Development Finance Corporation from September 2021 to July 2022, Mr. Abell audited a portfolio of the organization and led the development of a strategy guiding future investments in the region. Prior to his time in MENA, he served as Program Manager, Foreign Military Financing at the Bureau of Political-Military Affairs from August 2019 to August 2021. While serving abroad, his analyses of counterterrorism finance, Syria’s economic relationship with Iran, and Turkey’s financial crisis were repeatedly cited in the President’s Daily Briefing and earned the Department’s highest honor for economic reporting. In Washington, Mr. Abell was selected to serve as a Rusk Fellow and practitioner professor at Georgetown University and as a Pearson Fellow in the U.S. Senate. A graduate of the U.S. Naval Academy and the Fletcher School of Law & Diplomacy at Tufts University, Mr. Abell served as a U.S. Marine Corps officer early in his career. He has studied French, Arabic, Hebrew, and Turkish.

• Agostina Nieves Agostina Nieves currently serves as the Head of Sales at BlueLake Capital (since June 2024), where she is responsible for leading the firm’s institutional sales strategy across Latin America. Her role involves managing relationships with institutional investors, advising on fixed income securities, derivatives, and macroeconomic positioning, and driving regional business development initiatives aligned with evolving market dynamics. From January 2011 to March 2024, she held several positions at PUENTE. Between 2016 and 2024, she was part of the Institutional Sales & Trading team, advising clients on structured products and fixed income solutions. Prior to that, from 2011 to 2016, she worked as a Latin America Economist and Strategist, producing macroeconomic and political analysis, advising global investment funds, and regularly engaging with policymakers and senior decision-makers across the region. She holds a Master’s degree in Finance from Universidad del CEMA and a Bachelor’s degree in Economics from Pontificia Universidad Católica Argentina. She is bilingual in English and Spanish and passed the Level II CFA Exam.

Callaway Capital Management LLC

Messrs. Daniel Freifeld, Craig Perry, William Weir and Powers Spencer are affiliated with Callaway, an alternative asset manager founded in 2013 focused on off-the-run investment and financing opportunities in which its capital and active involvement create incremental value for the companies with which it partners.

Callaway partners with small- and mid-cap growth companies to structure and fund convertible financing facilities of up to $25 million to support strategic corporate initiatives capable of unlocking outsized value for the company and its stakeholders. Its partners are frequently overlooked by traditional banks and private credit funds, who are

unwilling to do the work to understand the underlying business or develop a directional view on the equity story, while also being passed over by private equity investors uninterested in making non-control investments. As a result, its partners are often limited to bootstrapping their strategic plans. Callaway’s partners choose to work with it because of its creative and adaptive solution toolkit, thoughtful underwriting, industry vertical knowledge, and emphasis on incentive alignment and optimization. Callaway recognizes that founders and management deserve to retain the value they create and its financings are built around equity resets designed to ensure they are duly rewarded as the company becomes newly investible to the wider market.

Our vehicle and strategy are complementary to Callaway’s existing business. With this offering, we seek to offer growth equity to companies looking for an alternative to traditional sources of equity or debt, burdened by fractured capital tables, and/or diluted incentive structures for management and founders.

We may occasionally be provided access to the resources and personnel of Callaway in connection with our search for, and consummation of, an initial business combination, at Callaway’s sole discretion. There is currently no formal or informal agreement or arrangement with regard to any such access.

With respect to the above, past performance of Callaway, our management team or any of their respective affiliates is not a guarantee of (i) success with respect to a business combination that may be consummated, (ii) the ability to successfully identify and execute a transaction or (iii) the ability to assess the risk of potential transactions. You should not rely on the historical performance record of our management team, Callaway or their affiliates as indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under “Management — Conflicts of Interest.”

Business Opportunity Overview

We will focus on identifying business combination agreements with high-growth companies in energy, financial technology (fintech), real estate, and technology sectors.

Our target sectors include:

• Energy: Companies in power generation, renewable energy, and energy storage addressing global energy demand driven by AI investments.

• Financial Technology (Fintech): Firms offering innovative solutions in digital payments, lending, wealth management, or blockchain-based financial services.

• Real Estate: Businesses with a competitive edge in real estate technology, property management, or real estate investment trusts (REITs).

• Technology: Companies leveraging artificial intelligence, cloud computing, cybersecurity, or software-as-a-service (SaaS) to disrupt traditional industries or create new markets.

Our management team will target companies with strong competitive positions in their respective sectors, prioritizing those with clear potential for market share expansion and above-average growth. We will seek businesses with stable revenue streams, consistent financial performance, and transparent operations, with a special interest in those possessing proprietary technologies, unique market positioning, or intellectual property that indicate the potential for sustained growth exceeding their sector.

While our primary focus is on these sectors, we are not restricted to these industries and may pursue business combinations in other areas. We aim to combine with businesses that are fundamentally sound and would benefit from a public listing to execute their financial, operational, and strategic objectives.

We believe the opportunity for business combinations in these high-growth sectors is driven by several key factors, including:

• Innovative Product Launches. The ability to capture market share through the introduction of cutting-edge, high-value products or services.

• Strategic Acquisitions. Opportunities to enhance scale and efficiency through targeted acquisitions or partnerships.

• Customizable Solutions. Growing demand for tailored solutions requires flexible production, delivery, or service models across industries.

• Operational Efficiency. Leveraging technology to optimize complex operations, reducing costs while improving performance without increasing resource use.

• Cost and Sustainability Pressures. Stakeholders demand reduced costs and environmental impact alongside higher output and financial returns.

• Technology-Driven Design. Developers and innovators seek to create products or services that align closely with optimal performance and market needs.

• Digital Transformation. Businesses and consumers prioritize technologies that enhance efficiency, security, and accessibility while addressing evolving market demands.

We have established the following general criteria and guidelines to evaluate prospective business combination agreements. While these will guide our decisions, we may combine with a business that does not fully meet these standards.

• Companies with a defensible market position. We will target firms with technologies, services, or market positions that offer long-term competitive advantages, such as proprietary innovations, leading product offerings, or a culture of disruption-driven excellence.

• Companies with strong growth potential. We seek businesses that demonstrate or are poised for significant revenue growth, driven by providing or adopting innovative solutions that disrupt existing markets or expand their presence in target sectors.

• Companies in transformative industries. We will focus on sectors undergoing or primed for technological disruption, particularly those adopting energy, fintech, real estate, or technology solutions to address global challenges.

• Companies with robust cash flow potential. We prioritize businesses that generate or are expected to generate consistent and growing free cash flow, with gross and contribution margins that are competitive or superior within their peer group.

• Experienced management teams. We aim to partner with leadership teams that possess deep industry expertise and a proven track record of developing or deploying innovative solutions to solve sector-specific challenges.

• Public market readiness. We intend to combine with companies that can leverage the benefits of being publicly traded, including enhanced access to capital and increased visibility to drive growth.

These criteria are not exhaustive. Evaluations of potential business combination agreements may consider these guidelines alongside other relevant factors our team deems appropriate. If we pursue a combination that deviates from these criteria, we will disclose this in our shareholder communications, such as proxy solicitation materials or tender offer documents filed with the SEC.

Competitive Strengths

Accomplished Leadership Team with Relevant Investment, Public Company and Prior Successful SPAC Experience

Our team has over 60 years of combined public and private equity experience, complemented by extensive public market expertise. Callaway has made hundreds of equity and debt investments in public companies since 2013.

Our Chief Investment Officer, Daniel Freifeld, served as Chairman and Chief Investment Officer of Galata Acquisition Corp (NYSE: GLTA), which completed its business combination with Marti Technologies, Inc., a company specializing in urban mobility and transportation in Turkey, on July 13, 2023. Mr. Freifeld also served as an executive officer of, and played an integral role throughout all phases of the SPAC process for Galata Acquisition Corp., including the initial public offering, deal sourcing, due diligence, deal structuring, financing and back-end execution of the initial business combinations. Mr. Freifeld is currently a director of Marti Technologies, Inc. (NYSE: MRT).

Established Track Record of Sourcing Proprietary Opportunities Suitable for both Private and Public Investing

Callaway principals have sourced hundreds of potential transactions since the firm’s inception in 2013, the vast majority outside of traditional sale processes, and financed through its privately managed funds or through its network of institutional investors and family offices. Additionally, Mr. Freifeld, in his role as Chief Investment Officer of GLTA, was a part of a team that developed a unique SPAC-centered deal sourcing model, which resulted in over 40 targets evaluated over the life of GLTA.

Access to Callaway’s Privately Managed Funds and Network of Institutional Investors and Family Offices

Callaway sources capital from its privately managed funds and its institutional investors and family offices, each with generally over $1 billion of assets under management, and serves as a direct investing platform for such investors, allowing them to leverage their infrastructure and complement their traditional investment portfolios.

Prior SPAC Experience

Below describes the SPAC business combination in which members of our management team have participated, along with certain other information:

Galata Acquisition Corp.: Daniel Freifeld, our Chairman and Chief Investment Officer, served as the president, chief investment officer and a director of Galata Acquisition Corp (“GLTA”). GLTA consummated its IPO on July 13, 2021 for 14,375,000 units, including the full exercise of the underwriters’ overallotment option of 1,875,000 units. Each unit had an offering price of $10.00 and consisted of one Class A ordinary share and one half of one warrant (each whole warrant entitles the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, generating gross proceeds of $143,750,000. Shareholders of GLTA holding 13,750,487 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the trust account. As a result, on July 7, 2023, approximately $145,486,923.63 (approximately $10.58 per share) was withdrawn from the trust account of GLTA to pay such redeeming holders. The combined company Marti Technologies, Inc. trades on NYSE under the symbol “MRT” and the share price has ranged from $0.47 to $3.89 following consummation of the business combination, with a closing price of $2.523 on August 22, 2025.

However, in recent years, a number of target businesses have underperformed financially post-business combination with a SPAC. As a result, we cannot assure you that we will properly ascertain or assess all of the significant risk factors associated with a target business or that the price of the shares of the combined entity post-business combination will increase.

Our Acquisition Process

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information about the target and its industry which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.

Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.

We have until the date that is 24 months from the closing of this offering (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law.

If we are unable to complete our initial business combination within 24 months from the closing of this offering and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, or by such earlier liquidation date as our board of directors may approve, from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (whether or not the underwriters exercise their over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.

If we do not complete our initial business combination within the completion window, while we do not currently intend to seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect that it will be necessary to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private placement warrants will be worthless, except to the extent it receives liquidating distributions from assets outside the trust account.

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the agreement to enter into the initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors or non-managing sponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or non-managing sponsor investors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, the founder shares and private placement warrants will expire worthless, except to the extent it receives liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. See the section titled “Management — Conflicts of Interest” for more information. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.

In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. In order to minimize potential conflicts of interest which may arise from multiple affiliations with SPACs, unless a business combination opportunity is expressly offered to us or to one of our directors or officers solely in his or her capacity as our director and/or officer and such opportunity is one we are permitted to undertake and would otherwise be reasonable for us to pursue, subject to their other legal obligations, we expect that our officers and directors who may become officers and/or directors of other SPACs will present suitable target businesses to us and the other applicable SPACs based on taking into account any contractual restrictions applicable to each such SPAC and other reasonable considerations (including but not limited to the relative sizes of the SPACs and the amount in trust compared to the sizes of the targets, the need or desire for additional financings, the amount of time required to complete a business combination and the relevant experience of the directors and officers involved with a particular blank check company).

Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter significant competition from other entities having a business objective similar to ours (including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions), which competition may impact the attractiveness of the acquisition terms that we will be able to negotiate. Many of these entities are well-established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess financial, technical, human and other resources that are similar to or greater than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with the exercise of redemption rights by our public shareholders may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either or both of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. See “Risk Factors — Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.”

Potential Additional Financings

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Sponsor Information

Our sponsor is a Delaware limited liability company, which was recently formed in June 2025 to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company. Daniel Freifeld, our Chairman and Chief Investment Officer, is the managing member of Callaway Capital Management, LLC (“Callaway Capital”), which is the managing member of our sponsor, Galata Acquisition Sponsor II, LLC, and holds voting and investment discretion with respect to the securities held by the sponsor. Of the founder shares held by the sponsor and not otherwise allocated to the non-managing sponsor investors, approximately 57.2% will be owned by our officers and directors through direct or indirect membership interests in our sponsor and approximately 42.8% will be held by other accredited investors. Our Chairman and Chief Investment Officer, Daniel Freifeld, will receive an indirect interest in 1,961,062 founder shares through membership interests in our sponsor, our Chief Executive Officer, Craig Perry, will receive an indirect interest in 515,250 founder shares through membership interests in our sponsor, our President and Chief Operating Officer, William Weir, will receive an indirect interest in 653,688 founder shares through membership interests in our sponsor, and our Chief Financial Officer, Powers Spencer, will receive an indirect interest in 100,000 founder shares through membership interests in our sponsor. In addition, our independent directors will receive for their services as a director an indirect interest in the founder shares through membership interests in our sponsor. Douglas Lute will receive an indirect interest in 20,000 founder shares through membership interests in our sponsor, Agostina Nieves will receive an indirect interest in 20,000 founder shares through membership interests in our sponsor, and Andy Abell will receive an indirect interest in 20,000 founder shares through membership interests in our sponsor. As of the date of this prospectus, other than Messrs. Freifeld, Perry and Weir and Spencer, no other person has a direct or indirect material interest in our sponsor. Other than members of our management team who are members of our sponsor, none of the other members of our sponsor will participate in our company’s activities.

Additionally, subject to the non-managing sponsor investors purchasing, through the sponsor, the private placement warrants allocated to them in connection with the closing of this offering, the sponsor will issue membership interests at a nominal purchase price ($0.004 per share) to the non-managing sponsor investors reflecting interests in an aggregate of 2,280,000 founder shares (or 2,460,000 founder shares if the over-allotment option is exercised in full) held by the sponsor. Non-managing sponsor investors will have no right to control the sponsor or participate in any decision regarding the disposal of any security held by the sponsor, or otherwise.

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

(1) Subject to the non-managing sponsor investors purchasing, through the sponsor, the private placement warrants allocated to them in connection with the closing of this offering as described below, the sponsor will issue membership interests at a nominal purchase price to the non-managing sponsor investors at the closing of this offering reflecting indirect interests in an aggregate of 2,280,000 founder shares (or 2,460,000 founder shares if the over-allotment option is exercised in full) held by the sponsor.

(2) The non-managing sponsor investors have expressed an interest to purchase, indirectly through the purchase of non-managing membership interests, an aggregate of 2,850,000 private placement warrants ($2,850,000 in the aggregate) at a price of $1.00 per warrant (or 3,075,000 warrants ($3,075,000 in the aggregate) if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering.

(3) As of the date of this prospectus, no such arrangements are currently in place.

(4) As of the date of this prospectus, no such arrangements are currently in place. Any such salary or fee would be paid using available working capital funds (including proceeds from any promissory notes issued by us and funds released from the trust account upon completion of our initial business combination), but would not in any event be paid out of the Administrative Services Fee.

Because our sponsor acquired the founder shares at a nominal price ($0.004 per share), our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Additionally, our public shareholders may experience dilution from the exercise of the 4,850,000 private placement warrants (5,300,000 private placement warrants if the underwriters’ over-allotment option is exercised in full) to be purchased by our sponsor and BTIG simultaneously with the closing of this offering as well as conversion of any working capital loans into private placement warrants, if elected by the sponsor or by another person or entity who made such working capital loans. The exercise of the warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. See the sections titled“Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline” and “Dilution.”

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initial business combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, approximately 25.0% of sum of (i) the total number of all ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option ), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.

If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution. This dilution would increase to the extent that the anti-dilution provision of the founder shares result in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. In addition, the cashless exercise of the private placement warrants would further increase the dilution to our public shareholders.

Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement warrants, as summarized in the table below.

Up to 750,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private placement warrants or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein.

Corporate Information

Our executive offices are located at 818 18 th Avenue South, Suite 925, Nashville, Tennessee 37203, and our telephone number is 202-866-0901. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30 th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30.

In addition, after completion of this offering and prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.