Gesher Acquisition Corp. II 8-K, filed May 9, 2025
Gesher Acquisition Corp. II (GSHR)
About this 8-K
Gesher Acquisition Corp. II filed this 8-K on May 9, 2025, reporting on events of May 8, 2025.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 8.01. Other Events.
Separate Trading of Class A Ordinary Shares and Warrants
On May 8, 2025, Gesher Acquisition Corp. II (the “Company”) announced that, commencing on May 12, 2025, the holders of the units issued in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”) and one-half of one redeemable warrant (the “Warrants”), may elect to separately trade the Class A Ordinary Shares and the Warrants included in the Units. Any Units not separated will continue to trade on the Nasdaq Global Market under the symbol “GSHRU.” The Class A Ordinary Shares and the Warrants are expected to trade on the Nasdaq Global Market under the symbols “GSHR” and “GSHRW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 8, 2025. |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GESHER ACQUISITION CORP. II | |||
| Date: May 8, 2025 | By: | /s/ Ezra Gardner | |
| Name: | Ezra Gardner | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
Gesher Acquisition Corp. II Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing May 12, 2025
New York, NY, May 08, 2025 (GLOBE NEWSWIRE) -- Gesher Acquisition Corp. II (Nasdaq: GSHRU) (the “Company”) announced today that, commencing May 12, 2025, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market under the symbols “GSHR” and “GSHRW,” respectively. Those units not separated will continue to trade on the Nasdaq Global Market under the symbol “GSHRU.”
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Gesher Acquisition Corp. II
Gesher Acquisition Corp. II is a special purpose acquisition company incorporated under the laws of Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue a business combination opportunity in any business or industry it chooses although it currently intends to focus on target businesses located in Israel, particularly those that conduct business internationally in Asia, Europe or North America.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contact
Gesher Acquisition Corp. II
Ezra Gardner
ezra@gesherspac.com