AQR Discloses Sub-5% Stake in Gesher Acquisition Corp. II

Rhea-AI Filing Summary

Gesher Acquisition Corp. II received an amended Schedule 13G reporting that affiliated AQR entities collectively beneficially own 742,952 Class A ordinary shares, representing 4.97% of the outstanding class. The filing shows shared voting power and shared dispositive power of 742,952 shares for AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC, with no sole voting or dispositive power reported. An exhibit states that AQR Capital Management, LLC is wholly owned by AQR Capital Management Holdings, LLC and that AQR Arbitrage, LLC is controlled by AQR Capital Management, LLC. The Schedule indicates the position is reported as ownership of 5 percent or less of the class and that the securities were acquired and are held in the ordinary course of business.

Insights

Financial Analyst

TL;DR AQR reports a sub-5% beneficial stake of 742,952 shares with shared voting and dispositive power.

The Schedule 13G/A discloses a non-controlling, sub-5% position in Gesher Acquisition Corp. II, which is typically a passive disclosure under the rules for investment advisers and related entities. The report specifies 742,952 shares and 4.97% of the class, with no sole voting or dispositive power and identical shared powers across three AQR entities. For investors this is a transparency filing rather than an indication of control or a change in governance, as the registrants assert ordinary-course holdings.

Corporate Governance Expert

TL;DR Filing documents group ownership and entity relationships but shows no controlling stake or sole authority.

The disclosure clarifies that AQR affiliated entities share voting and dispositive authority over the same block of 742,952 shares and that the ownership is below the 5% threshold. The exhibit details the parent-subsidiary structure among the filers, which is relevant for correct identification of reporting persons. Because the position is reported as held in the ordinary course and under 5% of the class, the filing does not reflect a governance change or an attempt to influence issuer control based on the facts presented.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/13/2025 - 11:11 AM Learn about SEC filing dates

FAQ

How many shares does AQR beneficially own in Gesher Acquisition Corp. II (GSHRW)?

AQR-affiliated filers report beneficial ownership of 742,952 shares, representing 4.97% of the Class A ordinary shares.

Does AQR have sole voting or dispositive power over those Gesher shares (GSHRW)?

No. The filing reports 0 sole voting power and 0 sole dispositive power, and 742,952 shares of shared voting and dispositive power.

Which AQR entities filed the Schedule 13G/A for Gesher Acquisition Corp. II (GSHRW)?

The filing lists AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC as the reporting persons.

Is the AQR position in Gesher Acquisition Corp. II reported as greater than 5%?

No. The Schedule states this is ownership of 5 percent or less of the class; the reported percentage is 4.97%.

What relationships among the filers are disclosed in the filing for GSHRW?

An exhibit states that AQR Capital Management, LLC is wholly owned by AQR Capital Management Holdings, LLC and that AQR Arbitrage, LLC is controlled by AQR Capital Management, LLC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Gesher Acquisition Corp. II

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G3852D107

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G3852D107

1

Names of Reporting Persons

AQR Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 742,952.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 742,952.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

742,952.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.97 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. G3852D107

1

Names of Reporting Persons

AQR Capital Management Holdings, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 742,952.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 742,952.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

742,952.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.97 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. G3852D107

1

Names of Reporting Persons

AQR Arbitrage, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 742,952.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 742,952.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

742,952.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.97 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Gesher Acquisition Corp. II
(b)	Address of issuer's principal executive offices: HAGAG TOWERS NORTH TOWER, FLOOR 24 HAARBA 28, TEL AVIV, ISRAEL 000000
Item 2.
(a)	Name of person filing: AQR Capital Management, LLC AQR Capital Management Holdings, LLC AQR Arbitrage, LLC
(b)	Address or principal business office or, if none, residence: ONE GREENWICH PLAZA SUITE 130 Greenwich, Connecticut 06830
(c)	Citizenship: AQR Capital Management, LLC - UNITED STATES AQR Capital Management Holdings, LLC - UNITED STATES AQR Arbitrage, LLC - UNITED STATES
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G3852D107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 742,952
(b)	Percent of class: 4.97 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: AQR Capital Management, LLC - 0 AQR Capital Management Holdings, LLC - 0 AQR Arbitrage, LLC - 0
	(ii) Shared power to vote or to direct the vote: AQR Capital Management, LLC - 742,952 AQR Capital Management Holdings, LLC - 742,952 AQR Arbitrage, LLC - 742,952
	(iii) Sole power to dispose or to direct the disposition of: AQR Capital Management, LLC - 0 AQR Capital Management Holdings, LLC - 0 AQR Arbitrage, LLC - 0
	(iv) Shared power to dispose or to direct the disposition of: AQR Capital Management, LLC - 742,952 AQR Capital Management Holdings, LLC - 742,952 AQR Arbitrage, LLC - 742,952
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Item 2(a) above.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AQR Capital Management, LLC

Signature:	Henry Parkin
Name/Title:	Authorized Signatory
Date:	08/13/2025

AQR Capital Management Holdings, LLC

Signature:	Henry Parkin
Name/Title:	Authorized Signatory
Date:	08/13/2025

AQR Arbitrage, LLC

Signature:	Henry Parkin
Name/Title:	Authorized Signatory
Date:	08/13/2025

Exhibit Information

AQR Capital Management Holdings, LLC, AQR Capital Management, LLC, and AQR Arbitrage, LLC hereby agree that this Schedule 13G is filed on behalf of each of the parties. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC. AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC.