LATA

Business Context and Reporting Period

Galata Acquisition Corp. II (LATA) is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) formed on June 20, 2025. The company is an emerging growth company and a shell company focused on effecting a business combination with targets in the energy, fintech, real estate, and technology sectors. This Form 10-Q covers the quarterly period ended June 30, 2026, and the six-month period ended on the same date. As of the filing date, the company had not entered into a definitive agreement for a business combination.

Key Financial Metrics

The company generated no operating revenue. Net income is derived entirely from interest earned on investments held in the Trust Account, offset by general and administrative fees. The Trust Account balance increased from $174.3 million at year-end 2025 to $177.4 million due to accrued interest.

Material Changes vs. Prior Period

• Net Income vs. Loss: The company reported a net income of $2.77 million for the six months ended June 30, 2026, compared to a net loss of $25,095 for the period from inception (June 20, 2025) through June 30, 2025. This shift is due to the commencement of interest income generation following the September 2025 IPO.
• Trust Account Growth: Investments held in the Trust Account increased by approximately $3.09 million ($174.3M to $177.4M) primarily due to interest earnings on U.S. Treasury obligations.
• Cash Position: Cash held outside the Trust Account decreased from $954,585 (Dec 31, 2025) to $656,117 (June 30, 2026), reflecting a net cash outflow of $298,468 from operating activities used to fund search and administrative costs.

Outlook, Risks, and Management Commentary

• Combination Deadline: The company must consummate an initial business combination by September 22, 2027 (24 months from the IPO closing). Failure to do so will result in liquidation and redemption of public shares.
• Going Concern: Management has raised substantial doubt about the company's ability to continue as a going concern. The company lacks sufficient liquidity to sustain operations for at least one year from the filing date without completing a business combination or securing additional financing.
• Liquidity Strategy: The company relies on funds held outside the Trust Account ($656,117) for operations. If deficiencies arise, the Sponsor may provide "Working Capital Loans" up to $1.5 million, which may be convertible into warrants.
• Deferred Fees: A deferred underwriting fee of $6,037,500 is payable only upon the successful completion of a business combination.
• Risks: Risks include the inability to identify a suitable target, market volatility, geopolitical instability, and the potential for the Trust Account assets to be subject to creditor claims.

Investor Verification Checklist

• Trust Account Balance: Verify the current per-share redemption value ($10.28 as of June 30, 2026) and the composition of Trust Account assets (U.S. Treasury bills/money market funds).
• Extension Provisions: Review the Amended and Restated Articles for mechanisms to extend the combination deadline beyond September 2027 and the associated shareholder redemption rights.
• Sponsor Commitments: Confirm the Sponsor's ability to fund Working Capital Loans if the company exhausts its $656,117 cash balance prior to a deal.
• Deferred Fee Liability: Note the $6.04 million deferred fee liability that will reduce net proceeds available to the combined entity upon closing.
• Share Structure: Verify the 17.25 million Public Shares and 5.75 million Founder Shares (Class B) outstanding, noting the 26.8% ownership target for Founder Shares post-conversion.