Welcome to our dedicated page for Gesher Acquisition II SEC filings (Ticker: GSHR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Gesher Acquisition Corp. II filings document the company’s blank-check issuer structure, public securities, governance, and material events. The record includes 8-K disclosure for director and officer changes, capital-structure information for Class A ordinary shares and redeemable warrants, Nasdaq-listed security identifiers, Cayman Islands registrant status, and emerging growth company reporting treatment.
Gesher Acquisition Corp. II, a blank check company, reported net income of $891,601 for the three months ended March 31, 2026, mainly from interest earned on IPO trust investments.
General and administrative expenses rose to $412,668, while interest on marketable securities held in the trust account reached $1,304,269. Cash held outside the trust account was $589,283 and marketable securities in the trust totaled $150,028,760.
As of May 13, 2026, the company had 14,940,625 Class A and 5,513,483 Class B ordinary shares outstanding. Management discloses substantial doubt about the company’s ability to continue as a going concern if it fails to complete a business combination by December 24, 2026, when mandatory liquidation would be required.
Gesher Acquisition Corp. is a Cayman Islands-based special purpose acquisition company formed in August 2024 to complete a business combination, with a focus on Israeli technology and innovation-driven businesses that operate internationally. The company completed its IPO on March 24, 2025, selling 14,375,000 public units at $10.00 each, raising gross proceeds of $143,750,000, and simultaneously sold 565,625 private placement units for $5,656,250. A total of $144,181,250 was placed in a trust account, and funds available for a business combination were $148,724,491 as of December 31, 2025.
Public shareholders can redeem their shares in connection with a business combination or certain charter changes at a price tied to the cash in the trust; the redemption price was about $10.35 per share as of December 31, 2025. If no deal is completed by December 24, 2026, or an earlier liquidation date approved by the board, the company will redeem 100% of public shares and wind up. As of March 27, 2026, 14,940,625 Class A ordinary shares and 5,513,483 Class B founder shares were outstanding, with founder shares structured to convert into Class A shares and represent 27.72% of the equity at business combination closing, which, along with private warrants, working capital loans and any additional equity or convertible debt, may cause material dilution to public shareholders.
Gesher Acquisition Corp. II Chief Financial Officer Fu Yingzi (Carol) has filed an initial Form 3, which is a required statement of beneficial ownership for company insiders. The filing reports no transactions, no derivative positions and no reportable holdings at this time.
Barclays PLC filed an amended Schedule 13G reporting beneficial ownership of common stock of Gesher Acquisition Corp II-A. Barclays reports holding 320,565 shares, representing 2.14% of the outstanding common stock as of the event date. The firm has sole voting and dispositive power over these shares and no shared power. Barclays states the securities were acquired and are held in the ordinary course of business, not to change or influence control of the company.
Gesher Acquisition Corp. II reported that Chief Financial Officer and director Sagi Dagan has submitted his resignation, effective December 31, 2025. The company states that his resignation is not due to any disagreement over operations, policies, or practices.
On December 2, 2025, the board accepted his resignation and appointed Caroline Fu as Deputy Chief Financial Officer, effective immediately, and as Chief Financial Officer starting January 1, 2026. Fu brings more than 15 years of fundamental investment research experience across several hedge funds and asset managers and has recently been consulting for Gesher on potential target companies.
As part of her appointment, Fu joined an existing letter agreement with the sponsor, officers, and directors under which she agrees to waive certain redemption rights and to vote any ordinary shares she holds in favor of an initial business combination, and she entered into a standard indemnity agreement with the company.
Gesher Acquisition Corp. II (GSHR) filed its quarterly report, detailing SPAC-stage financials and liquidity to pursue a merger. As of September 30, 2025, the Trust Account held $147,300,306, reflecting interest accumulation, with 14,375,000 Class A shares classified as redeemable at $10.25 per share. Cash held outside the trust was $1,312,829 to fund search and operating costs.
The company reported Q3 2025 net income of $1,202,246, driven by $1,507,974 of interest earned on the Trust Account, offset by $305,728 in general and administrative expenses. For the nine months ended September 30, 2025, net income was $2,548,010 on $3,119,056 of interest and $571,046 of operating costs. A $5,031,250 deferred underwriting fee remains payable upon completing a business combination.
The SPAC completed its IPO in March 2025 and has until December 24, 2026 to consummate an initial business combination, after which public shares would be redeemed per the trust terms. As of November 12, 2025, shares outstanding were 14,940,625 Class A and 5,513,483 Class B.