Business Context and Reporting Period
Company: Galata Acquisition Corp. II (LATAU/LATA/LATAW)
Reporting Period: Quarter ended March 31, 2026
Status: Cayman Islands exempted company; Special Purpose Acquisition Company (SPAC); Shell Company; Emerging Growth Company.
Objective: Formed to effect a business combination with one or more target businesses, primarily focusing on energy, fintech, real estate, and technology sectors. No definitive agreement for a business combination has been entered into as of the reporting date.
Key Financial Metrics
| Metric | Value (Q1 2026) | Value (Dec 31, 2025) |
|---|---|---|
| Net Income | $1,373,157 | N/A (Interim) |
| Interest Income (Trust Account) | $1,532,755 | N/A (Interim) |
| General & Administrative Expenses | $159,598 | N/A (Interim) |
| Cash (Outside Trust) | $770,377 | $954,585 |
| Investments in Trust Account | $175,849,447 | $174,316,692 |
| Total Assets | $176,795,407 | $175,421,465 |
| Total Liabilities | $6,122,665 | $6,121,880 |
| Working Capital Surplus | $827,802 | N/A |
| Redemption Value per Public Share | $10.19 | $10.11 |
Debt & Liquidity: The company has no outstanding debt. The IPO Promissory Note was fully repaid in September 2025. No Working Capital Loans were outstanding as of March 31, 2026. Liquidity outside the Trust Account is sufficient for operations for at least one year.
Material Changes vs. Prior Period
- Trust Account Growth: Investments held in the Trust Account increased by $1,532,755 (from $174.3M to $175.8M) due to interest earned on U.S. Treasury securities.
- Shareholder Deficit: Accumulated deficit increased from $(5,017,682) to $(5,177,280). This increase is primarily due to the accretion of the carrying value of redeemable Class A Ordinary Shares to their redemption value, which is offset by the net income recognized.
- Cash Position: Cash held outside the Trust Account decreased by $184,208, reflecting net cash used in operating activities ($159,598 in G&A expenses and changes in working capital).
Outlook, Risks, and Contingencies
- Combination Deadline: The company must consummate an initial business combination by September 22, 2027 (24 months from IPO). Failure to do so will result in liquidation and redemption of public shares.
- Deferred Underwriting Fee: A deferred fee of $6,037,500 is payable to underwriters only upon the successful completion of a business combination.
- Related Party Obligations: The company pays its Sponsor $10,000 per month for administrative services. As of March 31, 2026, $4,000 of these fees were accrued but unpaid.
- Risk Factors: As a smaller reporting company, detailed risk factors are not included in this filing but are referenced from the IPO Registration Statement. Key risks include the inability to complete a business combination, market volatility, and geopolitical instability.
- Going Concern: Management believes current funds are sufficient for operations for at least one year. However, if a business combination is not completed, the company will cease operations and liquidate.
Investor Verification Checklist
- Trust Account Yield: Verify the interest rate environment and the specific composition of the Trust Account investments (U.S. Treasuries vs. Money Market Funds) to assess future accretion.
- Extension Provisions: Review the Amended and Restated Articles for specific mechanisms and shareholder approval thresholds required to extend the combination deadline beyond September 2027.
- Redemption Rights: Confirm the current redemption price per share ($10.19) and the conditions under which public shareholders may redeem their shares.
- Deferred Fee Impact: Assess the impact of the $6.04M deferred underwriting fee on the net cash available to the combined entity post-transaction.
- Related Party Transactions: Monitor the monthly administrative fees paid to the Sponsor and any potential Working Capital Loans that may be converted into warrants.