Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Galata Acquisition Corp. II, a Cayman Islands special purpose acquisition company (SPAC). The report covers events occurring between September 18, 2025, and September 22, 2025, including the effectiveness of the registration statement, the closing of the IPO, and the appointment of the board of directors.
Key Financial Metrics
| Metric | Value |
|---|---|
| Gross IPO Proceeds | $172,500,000 |
| Units Sold | 17,250,000 (including 2,250,000 from over-allotment) |
| Price Per Unit | $10.00 |
| Private Placement Warrants Sold | 5,300,000 |
| Private Placement Proceeds | $5,300,000 |
| Funds in Trust Account | $172,500,000 (includes deferred underwriting discount) |
| Deferred Underwriting Discount | $6,037,500 |
| Warrant Exercise Price | $11.50 per share |
Note: As this is an IPO filing, historical revenue, profit, cash flow, and margin data are not applicable. The company is a pre-revenue entity.
Material Changes and Transactions
- IPO Closing: The Company sold 17,250,000 units at $10.00 per unit. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant.
- Private Placement: Simultaneously with the IPO, the Company sold 5,300,000 private placement warrants at $1.00 per warrant. The Sponsor purchased 3,575,000 warrants, and the underwriter (BTIG LLC) purchased 1,725,000 warrants.
- Trust Account Funding: $172,500,000 was deposited into a U.S.-based trust account. Funds are restricted until the completion of an initial business combination, a redemption event, or a liquidation.
- Corporate Governance: The Board of Directors was appointed, consisting of Daniel Freifeld (Chairman), Douglas Lute, Agostina Nieves, and Andy Abell. The board is divided into three classes with staggered terms.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company has 24 months from the closing of the IPO (September 22, 2025) to complete an initial business combination. If unsuccessful, the Company must redeem public shares and liquidate.
- Redemption Rights: Public shareholders may redeem their shares for a pro rata portion of the trust account if the Company fails to complete a business combination within the specified timeframe or in connection with certain amendments to its charter.
- Use of Funds: Interest earned on the trust account may be released to the Company to pay taxes and winding-up expenses, but principal funds are generally locked until a business combination or liquidation.
- Underwriting Agreement: BTIG LLC served as the representative of the underwriters. A deferred underwriting discount of $6,037,500 is held in the trust account.
Investor Verification Checklist
- Verify the final prospectus (dated September 18, 2025) for detailed terms of the warrants and redemption rights.
- Confirm the exact date of the 24-month deadline for the initial business combination (September 22, 2027).
- Review the "Sponsor Private Placement Warrants Purchase Agreement" to understand the specific rights and restrictions of the private warrants compared to public warrants.
- Check the composition of the Board of Directors and their independence status as disclosed in the filing.
- Monitor future filings for any amendments to the trust account terms or extensions of the business combination deadline.