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10-Q - Gesher Acquisition Corp. II (0002044635) (Filer)

Wed, May 14, 9:34 PM (39 days ago)

**Gesher Acquisition Corp. II (GSHRU) Q1 2025 Financial Summary** **Company Overview:** Gesher Acquisition Corp. II is a special purpose acquisition company (SPAC) incorporated in the Cayman Islands. It completed its initial public offering (IPO) on March 24, 2025, raising $143.75 million from the sale of 14,375,000 units at $10.00 per unit. Additionally, it sold 565,625 private placement units at the same price, generating $5.66 million. **Financial Performance (Q1 2025):** - **Revenue:** $0 (no operational revenue as the company is in the pre-combination stage). - **Net Income:** $29,499, primarily from interest earned on cash and marketable securities held in the trust account. - **Operating Costs:** $84,174, including formation and administrative expenses. - **Cash Flow:** Net cash used in operating activities was $231,741. The company invested $144,181,250 in the trust account and received $146,095,325 from financing activities, resulting in a net increase in cash of $1,682,334. **Financial Position (as of March 31, 2025):** - **Cash and Marketable Securities:** $144,294,923 held in the trust account. - **Cash Outside Trust Account:** $1,682,334. - **Total Assets:** $146,148,523. - **Total Liabilities:** $5,112,584, including deferred underwriting fees and accrued expenses. - **Shareholders' Equity (Deficit):** ($3,258,984), primarily due to the accretion of redeemable shares to their redemption value. **Key Metrics and Trends:** - **Earnings per Share (EPS):** $0.00 for both basic and diluted EPS for Class A and Class B shares. - **Share Count:** 1,328,056 weighted average shares outstanding for Class A and 4,946,561 for Class B. - **Trust Account:** The trust account holds $144,294,923, invested in U.S. government securities and money market funds. **Uncertainties and Future Operations:** - **Business Combination:** The company is actively seeking a target for a business combination. The success and timing of this combination are uncertain and subject to market conditions and regulatory approvals. - **Liquidity:** The company has sufficient funds for working capital needs for at least one year. However, additional financing may be required if the costs of identifying a target or completing the combination exceed expectations. - **Market Risks:** The company's ability to complete a business combination and its financial performance may be adversely affected by economic conditions, geopolitical instability, and other external factors. **Conclusion:** Gesher Acquisition Corp. II is in the pre-combination stage, with its financial health primarily dependent on the trust account and the successful completion of a business combination. The company's future performance will be significantly influenced by its ability to identify and acquire a suitable target within the specified timeframe.