Business Context and Reporting Period
Galata Acquisition Corp. II (LATA) is a Cayman Islands exempted company incorporated on June 20, 2025, operating as a Special Purpose Acquisition Company (SPAC). The company is an emerging growth company and a shell company focused on effecting a business combination with targets in the energy, financial technology, real estate, and technology sectors. This Form 10-Q covers the quarterly period ended September 30, 2025, which includes the company's inception and the consummation of its Initial Public Offering (IPO) on September 22, 2025.
Key Financial Metrics
| Metric | Value |
|---|---|
| Trust Account Balance | $172,651,164 (Marketable securities) |
| Cash (Outside Trust) | $1,098,128 |
| Working Capital | $1,101,291 |
| Net Income (Period from Inception) | $18,492 |
| Operating Costs (Period from Inception) | $132,672 |
| Interest Income (Trust Account) | $151,164 |
| Deferred Underwriting Fee | $6,037,500 |
| Redemption Value per Public Share | $10.01 |
Material Changes and IPO Activity
The reporting period represents the company's inception and IPO. There are no prior comparable periods for operating results. Key capital events include:
- Initial Public Offering: Sold 17,250,000 Units (including full exercise of the 2,250,000 Over-Allotment Option) at $10.00 per unit, generating gross proceeds of $172,500,000.
- Private Placement: Sold 5,300,000 Private Placement Warrants to the Sponsor and BTIG at $1.00 per warrant, generating $5,300,000 in gross proceeds.
- Trust Account Funding: $172,500,000 was deposited into the Trust Account immediately following the IPO closing.
- Transaction Costs: Total transaction costs were $10,060,403, comprising a $3,450,000 cash underwriting fee, the $6,037,500 deferred fee, and $572,903 in other offering costs.
Outlook, Risks, and Management Commentary
Combination Period: The company has until September 22, 2027 (24 months from the IPO) to consummate an initial business combination. If unsuccessful, the company will liquidate and redeem public shares at the pro-rata Trust Account balance.
Liquidity: Management believes current cash outside the Trust Account ($1.1 million) is sufficient for working capital needs for at least one year. The Sponsor has agreed to provide Working Capital Loans up to $1,500,000 if necessary, which may be convertible into warrants.
Risks and Contingencies:
- Delisting Risk: Nasdaq rules require SPACs to complete a business combination within 36 months of the IPO registration statement effectiveness (September 18, 2028). Failure to do so may result in suspension and delisting.
- Extension Risk: Extending the combination period requires shareholder approval and may reduce the Trust Account balance due to redemptions.
- Post-Combination Value: There is no assurance that the share price of the post-combination company will exceed the redemption price of approximately $10.01.
Investor Verification Checklist
- Trust Account Composition: Verify that the $172.65 million in the Trust Account is invested solely in U.S. government securities or money market funds as required.
- Deferred Fee Terms: Confirm the $6,037,500 deferred underwriting fee is payable only upon a successful business combination and is not drawn from the Trust Account interest.
- Founder Share Lock-up: Verify the Sponsor's agreement to waive redemption rights for Founder Shares and the lock-up provisions preventing transfer until six months post-combination or until the share price exceeds $12.00.
- Warrant Exercise Price: Confirm the exercise price of $11.50 per share for both Public and Private Placement Warrants.
- Extension Mechanics: Review the specific shareholder approval thresholds required to extend the combination period beyond September 2027.