Galata Acquisition Sponsor reports 5.75M Class B stake (LATA)

Rhea-AI Filing Summary

Galata Acquisition Sponsor II, LLC reports beneficial ownership of 5,750,000 Class B Ordinary Shares, which convert one-for-one into Class A Ordinary Shares. The filing states the 5,750,000 shares represent 25.0% of the Class A share count when assuming conversion, based on 17,250,000 Class A Ordinary Shares issued and outstanding as of November 13, 2025.

The filing names Galata Acquisition Sponsor II, LLC as record holder and discloses that Daniel Freifeld (issuer Chairman and CIO) is managing member of Callaway Capital Management, LLC and holds voting and investment discretion for the sponsor; Mr. Freifeld disclaims beneficial ownership except to the extent of any pecuniary interest.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

GALATA ACQUISITION CORP. II

(Name of Issuer)

CLASS A ORDINARY SHARES, PAR VALUE $0.0001

(Title of Class of Securities)

G3R25N108

(CUSIP Number)

12/31/2025

(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. G3R25N108

1

Names of Reporting Persons

Galata Acquisition Sponsor II, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,750,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,750,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,750,000.00

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)

25.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. G3R25N108

1

Names of Reporting Persons

Callaway 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,750,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,750,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,750,000.00

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)

25.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. G3R25N108

1

Names of Reporting Persons

Daniel Freifeld

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 5,750,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,750,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,750,000.00

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)

25.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) See Item 4. Represents Issuer's Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares") which are automatically convertible into Issuer's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") with or immediately following the Issuer's initial business combination (the "Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-289853). Galata Acquisition Sponsor II, LLC is the record holder of the Class B Ordinary Shares reported herein. Daniel Freifeld, the Issuer's Chairman and Chief Investment Officer, is the managing member of Callaway Capital Management, LLC, the managing member of the sponsor and holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Mr. Freifeld disclaims any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest he may individually have therein, directly or indirectly. (2) Excludes 3,575,000 Class A Ordinary Shares which may be purchased by exercising warrants that are not presently exercisable. (3) Based on 17,250,000 Class A Ordinary Shares issued and outstanding and 5,750,000 Class B Ordinary Shares issued and outstanding as of November 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: GALATA ACQUISITION CORP. II
(b)	Address of issuer's principal executive offices: 818 18th Avenue South, Suite 925 Nashville, Tennessee, 37203
Item 2.
(a)	Name of person filing: Galata Acquisition Sponsor II, LLC
(b)	Address or principal business office or, if none, residence: 818 18th Avenue South, Suite 925 Nashville, Tennessee, 37203
(c)	Citizenship: Galata Acquisition Sponsor II, LLC is a limited liability company formed in Delaware. Callaway Capital Management, LLC is a limited liability company formed in Delaware. Daniel Freifeld is a citizen of the United States of America.
(d)	Title of class of securities: CLASS A ORDINARY SHARES, PAR VALUE $0.0001
(e)	CUSIP No.: G3R25N108
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: 5,750,000
(b)	Percent of class: As of December 31, 2025, the Reporting Persons may be deemed to beneficially own 5,750,000 of the Issuer's Class B Ordinary Shares, representing 25.0% of the total number of Class A Ordinary Shares issued and outstanding and assuming the conversion of all issued and outstanding Class B Ordinary Shares of the Issuer. The Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares with or immediately following the Business Combination on a one-for-one basis and may be converted at any time prior to the Business Combination at the option of the holder on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-289853). The percentage of the Class B Ordinary Shares held by the Reporting Persons is based on 17,250,000 Class A Ordinary Shares issued and outstanding as of November 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025, and assuming the conversion of all 5,750,000 Class B Ordinary Shares. Galata Acquisition Sponsor II, LLC is the record holder of the Class B Ordinary Shares reported herein. Daniel Freifeld, the Issuer's Chairman and Chief Investment Officer, is the managing member of Callaway Capital Management, LLC, the managing member of the sponsor and holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Mr. Freifeld disclaims any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest he may individually have therein, directly or indirectly. This Statement shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 5,750,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 5,750,000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

Galata Acquisition Sponsor II, LLC

Signature:	/s/ Daniel Freifeld
Name/Title:	Callaway Capital Management, LLC, as the managing member of Galata Acquisition Sponsor II, LLC
Date:	02/18/2026

Callaway Capital Management, LLC

Signature:	/s/ Daniel Freifeld
Name/Title:	Daniel Freifeld as Manager of Callaway Capital Management, LLC, a Delaware limited liability company
Date:	02/18/2026

Daniel Freifeld

Signature:	/s/ Daniel Freifeld
Name/Title:	Daniel Freifeld
Date:	02/18/2026

FAQ

What stake does Galata Acquisition Sponsor II hold in LATA?

The sponsor beneficially holds 5,750,000 Class B Ordinary Shares, which convert one-for-one into Class A shares. This stake is stated as 25.0% based on 17,250,000 Class A Ordinary Shares issued and outstanding as of November 13, 2025.

How do the Class B shares convert into Class A for LATA?

The Class B Ordinary Shares are described as automatically convertible into Class A Ordinary Shares on a one-for-one basis with or immediately following the business combination. Holders may convert earlier at their option, subject to adjustments in the registration statement.

What role does Daniel Freifeld have regarding the reported shares?

Daniel Freifeld is identified as the Issuer's Chairman and Chief Investment Officer and the managing member of Callaway Capital Management, LLC; he holds voting and investment discretion for the sponsor's shares and disclaims beneficial ownership except for any pecuniary interest.

Are there other convertible instruments noted in the filing for LATA?

The filing excludes 3,575,000 Class A Ordinary Shares that may be purchased by exercising warrants that are not presently exercisable, as stated in the explanatory comments in the submission.