Business Context and Reporting Period
Gesher Acquisition Corp. II (GSHR) is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) formed to effect a business combination with one or more target businesses, primarily focusing on entities in Israel with international operations. The company is an emerging growth company and a shell company. This Form 10-Q covers the quarterly period ended June 30, 2026. As of the filing date, the company had not entered into a definitive agreement for a business combination.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
|---|---|---|
| Net Income | $1,835,753 | $1,345,764 |
| Operating Expenses (G&A) | $787,200 | $265,318 |
| Interest Income (Trust Account) | $2,622,953 | $1,611,082 |
| Cash (Outside Trust) | $310,500 | $1,518,829 |
| Trust Account Balance | $151,347,444 | $148,724,491 |
| Redemption Value per Public Share | $10.53 | $10.35 |
| Deferred Underwriting Fee | $5,031,250 | $5,031,250 |
| Working Capital Deficit | ($573) | N/A |
Material Changes vs. Prior Period
- Operating Expenses: General and administrative expenses increased significantly to $787,200 for the six months ended June 30, 2026, compared to $265,318 in the same period in 2025. This reflects increased costs associated with being a public company and pursuing a business combination.
- Interest Income: Interest earned on the Trust Account rose to $2.62 million (6 months 2026) from $1.61 million (6 months 2025), driven by higher interest rates on U.S. government securities held in the trust.
- Liquidity: Cash held outside the Trust Account decreased from $1,093,209 at December 31, 2025, to $310,500 at June 30, 2026, resulting in a net cash outflow from operating activities of $702,709 for the six-month period.
- Trust Account Growth: The Trust Account balance increased by approximately $2.62 million due to accrued interest, raising the per-share redemption value from $10.35 to $10.53.
Outlook, Risks, and Management Commentary
- Combination Deadline: The company must consummate an initial business combination by December 24, 2026 (21 months from the IPO closing). Failure to do so will result in automatic liquidation and redemption of public shares.
- Going Concern: Management has identified substantial doubt about the company's ability to continue as a going concern due to the mandatory liquidation date and current liquidity constraints. The company may need to raise additional capital through loans or investments from the Sponsor or third parties.
- Management Changes: Sagi Dagan resigned as CFO and Director effective December 31, 2025. Caroline Fu was appointed Deputy CFO effective December 2, 2025, and CFO effective January 1, 2026.
- Related Party Obligations: The company pays $10,000 per month to a Sponsor affiliate for administrative services. As of June 30, 2026, $54,292 in fees were accrued but unpaid.
- Deferred Fees: A deferred underwriting fee of $5,031,250 is payable only upon the successful completion of a business combination.
Investor Verification Checklist
- Verify the company's ability to secure additional working capital loans from the Sponsor or third parties to sustain operations until the December 24, 2026 deadline.
- Confirm the status of any potential business combination targets, as none were definitive as of June 30, 2026.
- Monitor the Trust Account balance and interest rates, as these directly impact the redemption value for public shareholders.
- Review the terms of the Administrative Services Agreement and the accrued balance of $54,292 owed to the Sponsor affiliate.
- Assess the impact of the recent CFO transition on the company's financial reporting and operational strategy.