Gesher Acquisition Corp. II

Previous wording

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, business strategy and the plans and objectives of Management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Current wording

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements- within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Previous wording

We are a blank check company incorporated in the Cayman Islands on August 29, 2024 formed for the purpose of effecting a Business Combination. We intend to complete our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our securities, debt or a combination of cash, securities and debt.

Current wording

We are a blank check company incorporated in the Cayman Islands on August 29, 2024, formed for the purpose of effecting a Business Combination. Our Sponsor is Gesher Acquisition Sponsor II LLC. We intend to complete our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our securities, debt or a combination of cash, securities and debt.

Previous wording

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Current wording

Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we are focusing our search on target businesses located in Israel, particularly those that conduct business internationally in Asia, Europe or North America; however, we are not pursuing any target nor will we consummate an initial Business Combination with any entity that is incorporated, organized or has its principal business operations in China, Hong Kong or Macau. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.

Previous wording

For the three months ended June 30, 2025, we had a net income of $1,316,265, which consists of interest income on marketable securities held in the Trust Account of $1,497,409, offset by operating costs of $181,144.

Current wording

For the three months ended September 30, 2025, we had a net income of $1,202,246, which consists of interest income on marketable securities held in the Trust Account of $1,507,974, offset by operating costs of $305,728.

Previous wording

For the six months ended June 30, 2025, we had a net income of $1,345,764, which consists of interest income on cash and marketable securities held in the Trust Account of $1,611,082, offset by operating costs of $265,318.

Current wording

For the nine months ended September 30, 2025, we had a net income of $2,548,010, which consists of interest income on marketable securities held in the Trust Account of $3,119,056, offset by operating costs of $571,046. For the period from August 29, 2024 (inception) through September 30, 2024, we had no net income or loss.

Previous wording

Following the Initial Public Offering, the full exercise of the Over-Allotment Option, a total of $144,181,250 was placed in the Trust Account. We incurred $8,409,601 in Initial Public Offering related costs, including $2,875,000 of cash underwriting fee, $5,031,250 of Deferred Fee, and $503,351 of other offering costs.

Current wording

Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $144,181,250 was placed in the Trust Account. We incurred $8,409,601 in Initial Public Offering related costs, including $2,875,000 of cash underwriting fee, the Deferred Underwriting Fee of $5,031,250, and $503,351 of other offering costs.

Previous wording

For the six months ended June 30, 2025, cash used in operating activities was $395,246. Net income of $1,345,764 was affected by interest earned on cash and marketable securities held in the Trust Account of $1,611,082 and payment of operation costs through the IPO Promissory Note of $37,574. Changes in operating assets and liabilities used $167,502 of cash for operating activities.

Current wording

For the nine months ended September 30, 2025, cash used in operating activities was $601,246. Net income of $2,548,010 was affected by interest earned on marketable securities held in the Trust Account of $3,119,056 and payment of operation costs through the IPO Promissory Note of $37,574. Changes in operating assets and liabilities used $67,774 of cash for operating activities. For the period from August 29, 2024 (inception) through September 30, 2024, we had no activity.

Previous wording

As of June 30, 2025, we had marketable securities held in the Trust Account of $145,792,332. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

Current wording

As of September 30, 2025, we had marketable securities held in the Trust Account of $147,300,306 (including $3,119,056 of interest income earned to date). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Underwriting Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of June 30, 2025, we had cash of $1,518,829. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of September 30, 2025, we had cash of $1,312,829 held outside of the Trust Account. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

The Sponsor agreed to loan us an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to the IPO Promissory Note. The loan was non-interest bearing, unsecured and due at the earlier of May 31, 2025 or the closing of the Initial Public Offering. On March 24, 2025, we repaid the total outstanding balance of the IPO Promissory Note amounting to $162,616. Borrowings under the IPO Promissory Note are no longer available.

Current wording

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to the IPO Promissory Note. The loan was non-interest bearing, unsecured and due at the earlier of May 31, 2025 or the closing of the Initial Public Offering. On March 24, 2025, we repaid the total outstanding balance of the IPO Promissory Note amounting to $162,616. Borrowings under the IPO Promissory Note are no longer available.

Previous wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete a Business Combination, we would repay such Working Capital Loan. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of June 30, 2025, the Company had no borrowings under any Working Capital Loans.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of September 30, 2025, we had no borrowings under any Working Capital Loans.

Previous wording

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Current wording

We do not believe we will need to raise additional funds to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Previous wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the Administrative Services Agreement, pursuant to which we pay an affiliate of the Sponsor an aggregate of $10,000 per month for office space, utilities and secretarial and administrative support services. We began incurring these fees on March 24, 2025 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation. For the three and six months ended June 30, 2025, the Company incurred $30,000 of fees under the Administrative Services Agreement.

Current wording

Commencing on March 24, 2025, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor an aggregate of $10,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and nine months ended September 30, 2025, we incurred $30,000 and $60,000, respectively, of fees under the Administrative Services Agreement. For the period from August 29, 2024 (inception) through September 30, 2024, we did not incur any payment for these services.

Previous wording

The underwriters of the Initial Public Offering had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 1,875,000 Option Units to cover over-allotments, if any. On March 24, 2025, the underwriters fully exercised their Over-Allotment Option, purchasing 1,875,000 Option Units at a price of $10.00 per Option Unit.

Current wording

The Underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 1,875,000 Option Units to cover over-allotments, if any. On March 24, 2025, the underwriters fully exercised their Over-Allotment Option, purchasing 1,875,000 Option Units at a price of $10.00 per Option Unit.

Previous wording

The underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $2,875,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a Deferred Fee of 3.50% of the gross proceeds of the Initial Public Offering, or $5,031,250, payable upon the closing of an initial Business Combination, but 1% of such Deferred Fee shall be due solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of our initial Business Combination and 0.5%% of such Deferred Fee may be used by the Company for expenses in the initial Business Combination or for working capital for the combined company after the Business Combination.

Current wording

The Underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $2,875,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to the Deferred Underwriting Fee of 3.50% of the gross proceeds of the Initial Public Offering, or $5,031,250, payable upon the closing of an initial Business Combination, but 1% of such Deferred Underwriting Fee shall be due solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of our initial Business Combination and 0.5% of such Deferred Underwriting Fee may be used by the Company for expenses in the initial Business Combination or for working capital for the combined company after the Business Combination.

Previous wording

The preparation of the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of such unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Current wording

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of September 30, 2025, we did not have any critical accounting estimates to be disclosed.

Previous wording

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements”.

Current wording

Management does not believe that any other recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements”.