Business Context and Reporting Period
Company: Galata Acquisition Corp. II (a Cayman Islands exempted company and SPAC).
Reporting Period: Fiscal year ended December 31, 2025 (Inception: June 20, 2025).
Business Overview: The Company is a blank check company formed to effect a Business Combination with one or more businesses. It has no operating history and generates no operating revenue. The Company focuses on the energy, financial technology, real estate, and technology sectors. As of the filing date, no specific target has been selected.
Capital Structure:
- Class A Ordinary Shares: 17,250,000 shares issued in the IPO (subject to redemption).
- Class B Ordinary Shares: 5,750,000 Founder Shares held by the Sponsor.
- Warrants: 5,750,000 Public Warrants and 5,300,000 Private Placement Warrants outstanding.
Key Financial Metrics
| Metric | Value (as of Dec 31, 2025) |
|---|---|
| Trust Account Balance | $174,316,692 |
| Redemption Price per Share | ~$10.11 |
| Cash (Outside Trust) | $954,585 |
| Total Assets | $175,421,465 |
| Net Income (Inception to Dec 31, 2025) | $1,534,988 |
| Operating Expenses | $281,704 |
| Deferred Underwriting Fee | $6,037,500 |
| Shareholders' Deficit | $(5,017,107) |
Material Changes and IPO Details
The Company consummated its Initial Public Offering (IPO) on September 22, 2025, selling 17,250,000 Units at $10.00 per unit, generating gross proceeds of $172,500,000. The underwriters fully exercised the over-allotment option for an additional 2,250,000 Units.
Simultaneously, the Company completed a Private Placement of 5,300,000 warrants to the Sponsor and BTIG at $1.00 per warrant, generating $5,300,000 in gross proceeds.
A total of $172,500,000 was deposited into the Trust Account. As of December 31, 2025, the Trust Account balance increased to $174,316,692 due to interest income of $1,816,692 earned on U.S. Treasury Bills.
Outlook, Risks, and Contingencies
Combination Period: The Company must complete an initial Business Combination by September 22, 2027 (24 months from the IPO closing). If unsuccessful, the Company will liquidate and redeem Public Shares at the pro rata Trust Account balance.
Liquidity: The Company has $954,585 in cash outside the Trust Account to fund operations. It may rely on Working Capital Loans from the Sponsor (up to $1,500,000 convertible to warrants) if necessary.
Key Risks:
- Geopolitical Instability: Conflicts in Ukraine, the Middle East, and between the U.S., Israel, and Iran may disrupt capital markets and target business operations.
- Investment Company Act: Risk of being deemed an investment company if Trust Account assets are not managed correctly.
- Redemption Risk: Significant redemptions could reduce cash available for a transaction, potentially requiring additional financing.
- Trust Account Claims: Third-party claims could reduce the amount available for redemption, though the Sponsor has agreed to indemnify the Trust Account (subject to limitations).
Management Commentary: Management believes the diverse skills of the team (affiliated with Callaway Capital Management) provide a competitive advantage in sourcing targets. No specific target has been identified as of the filing date.
Investor Verification Checklist
- Trust Account Composition: Verify the specific mix of U.S. Treasury Bills and money market funds to assess interest rate risk.
- Redemption Thresholds: Confirm if the Company has established a minimum cash requirement for a Business Combination, which could force a liquidation if redemptions are high.
- Sponsor Indemnity: Review the financial capacity of the Sponsor (Galata Acquisition Sponsor II, LLC) to satisfy indemnification obligations if third-party claims arise against the Trust Account.
- Extension Provisions: Understand the shareholder approval requirements and redemption rights if the Company seeks to extend the Combination Period beyond September 22, 2027.
- Founder Share Dilution: Note that Founder Shares convert to Class A shares on a one-for-one basis but have anti-dilution provisions that could increase the conversion ratio if additional equity is issued.