Gesher Acquisition Corp. II (NASDAQ: GSHR) appoints Caroline Fu as new CFO

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Analyst

Orderly CFO transition with governance commitments; limited but non-trivial impact on execution and alignment.

The filing reports the planned resignation of the current Chief Financial Officer and director, effective December 31, 2025, with no stated disagreement on operations, policies, or practices. The Board has already appointed a successor, first as Deputy CFO effective immediately and then as CFO effective January 1, 2026, which creates continuity in the finance function. The incoming CFO has a long background in investment research and has recently consulted for the company on target search and diligence, which links her experience to the company’s current business objectives.

The disclosure confirms there are no family relationships with existing leadership and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K, which supports a straightforward governance profile. In connection with her appointment, the new CFO joined an existing letter agreement dated March 20, 2025, under which signatories waive certain redemption rights and agree to vote any ordinary shares they hold in favor of an initial business combination. This aligns her contractual obligations with those of other officers, directors, and the sponsor.

Key items to monitor include how the transition proceeds through year-end 2025 and how the new CFO’s prior involvement as a consultant supports ongoing evaluation of potential target companies. The explicit waiver of certain redemption rights and voting commitment under the letter agreement may influence how her equity, if any, behaves in a future shareholder vote on an initial business combination. The near-term horizon to watch is the handover around December 31, 2025 to January 1, 2026 and any later disclosures on compensation or expanded responsibilities.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 1, 2025

Gesher Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42562		98-1833264
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3141 Walnut Street, Suite 203b
Denver, Colorado 80205

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 993-1560

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant		GSHRU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		GSHR		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		GSHRW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 1, 2025, Sagi Dagan, the Chief Financial Officer of Gesher Acquisition Corp. II (the “Company”) and a member of the Board of Directors of the Company (the “Board”), submitted a letter to the Board pursuant to which he notified them of his resignation, effective as of December 31, 2025, as both the Chief Financial Officer and a director of the Company. Mr. Dagan’s resignation is not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.

On December 2, 2025, the Board accepted the resignation of Mr. Dagan and appointed Caroline Fu as the Deputy Chief Financial Officer of the Company, effective as the date hereof, and as the Chief Financial Officer of the Company, effective January 1, 2026.

Ms. Fu has more than 15 years of experience in fundamental investment research. Most recently, since August 2025, she has served as a consultant to the Company, in connection with its search and diligence of potential target companies. Prior to that, she served as the lead Industrial Analyst at Norias Capital, a long-short equity hedge fund, from January 2024 to September 2024. Prior to joining Norias, Ms. Fu held a series of investment analyst roles across several prominent firms, including Point72 Asset Management (from January 2019 to September 2021), Citadel Asset Management (Surveyor) (from March 2015 to December 2017), and Maverick Capital (from August 2010 to June 2012), where she focused primarily on generating and evaluating investment ideas within the Industrial and Energy sectors. She holds an MBA degree from The Wharton School of the University of Pennsylvania and an M.Phil. in Statistical Sciences from the University of Cambridge. Ms. Fu earned her undergraduate degree in Mathematics from Imperial College London.

No family relationships exist between Ms. Fu and any director or executive officer of the Company. There are no transactions to which the Company is or was a participant and in which Ms. Fu has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

In connection with her appointment, Ms. Fu signed a joinder to that certain letter agreement dated as of March 20, 2025, by and among the Company, its officers, its directors and Gesher Acquisition Sponsor II LLC, pursuant to which, among other things, the signatories agreed to waive certain redemption rights and to vote any ordinary shares of Company they hold in favor of an initial business combination. Ms. Fu also entered into a standard indemnity agreement with the Company, a form of which was filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 28, 2025.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GESHER ACQUISITION CORP. II
	By:	/s/ Ezra Gardner
		Name:	Ezra Gardner
		Title:	Chief Executive Officer
Dated: December 3, 2025

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FAQ

What executive change did Gesher Acquisition Corp. II (GSHR) announce?

Gesher Acquisition Corp. II announced that Chief Financial Officer and director Sagi Dagan has resigned, effective December 31, 2025, and that Caroline Fu will become the new Chief Financial Officer on January 1, 2026.

Did the departing CFO of Gesher Acquisition Corp. II resign over a disagreement?

The company states that Sagi Dagan’s resignation is not the result of any disagreement relating to its operations, policies, or practices.

Who is Caroline Fu, the incoming CFO of Gesher Acquisition Corp. II (GSHR)?

Caroline Fu has more than 15 years of experience in fundamental investment research, including roles at Norias Capital, Point72 Asset Management, Citadel (Surveyor), and Maverick Capital, and has been consulting for Gesher on potential target companies since August 2025.

When does Caroline Fu assume her roles at Gesher Acquisition Corp. II?

Caroline Fu was appointed Deputy Chief Financial Officer effective December 2, 2025, and will become Chief Financial Officer effective January 1, 2026.

Does the new CFO of Gesher Acquisition Corp. II have any related-party transactions to disclose?

The company states that there are no transactions involving Caroline Fu that require disclosure under Item 404(a) of Regulation S-K, and there are no family relationships between her and any director or executive officer.

What agreements did Caroline Fu enter into in connection with her appointment at Gesher Acquisition Corp. II (GSHR)?

Caroline Fu signed a joinder to a letter agreement with the company, its officers, directors, and sponsor, agreeing to waive certain redemption rights and to vote any ordinary shares she holds in favor of an initial business combination. She also entered into a standard indemnity agreement with the company.