Filed 2026-03-27 · Period ending 2025-12-31 · 51,899 words · SEC EDGAR
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# Galata Acquisition Corp. II (LATA) — 10-K
**Filed:** 2026-03-27
**Period ending:** 2025-12-31
**Accession:** 0001213900-26-034936
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2076427/000121390026034936/)
**Origin leaf:** 61884e1635a402b640aa40ba574b37707cb257840b7b997a01b583e672af6d3e
**Words:** 51,899
---
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K
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(Mark One) | |
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the fiscal year ended December 31, 2025 | |
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or | |
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the transition period from to | |
Commission file number: 001-42854
Galata Acquisition Corp. II
(Exact
name of registrant as specified in its charter)
| Cayman Islands | | 98-1875135 | |
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(Stateorotherjurisdictionof
incorporationororganization) |
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(I.R.S.Employer
IdentificationNo.) | |
| 818 18thAvenue South,Suite 925 Nashville,Tennessee | | 37203 | |
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(Addressofprincipalexecutiveoffices) |
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(ZipCode) | |
Registrants telephone number, including area code: (202)866-0901
Securities
registered pursuant to Section12(b) of the Act:
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Titleofeachclass |
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Trading
Symbol(s) |
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Nameofeachexchangeonwhichregistered | |
| Units, each consisting of one Class A Ordinary Share and one-third of one redeemable Warrant | | LATAU | | The Nasdaq Stock Market LLC | |
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| Class A Ordinary Shares, par value $0.0001 per share | | LATA | | The Nasdaq Stock Market LLC | |
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| Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | | LATAW | | The Nasdaq Stock Market LLC | |
Securities
registered pursuant to Section12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo
Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.YesNo
Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.YesNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller
reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Largeacceleratedfiler |
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Acceleratedfiler |
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| Non-accelerated filer | | Smallerreportingcompany | | |
| Emerging growth company | | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNo
The registrants securities were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of 2025. The registrants Units begin trading on the Global Market tier of The Nasdaq Stock Market LLC on September 22, 2025, and the registrants Class A Ordinary Shares and Warrants began trading on the Global Market tier of The Nasdaq Stock Market LLC on November 10, 2025. Accordingly, there was no market value for the registrants common equity as of the last business day of the second fiscal quarter of 2025. The aggregate market value of the registrants outstanding Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on December 31, 2025, as reported on the Global Market tier of The Nasdaq Stock Market LLC, was $171,810,000.
As of March 26, 2026, there were 17,250,000 Class A Ordinary Shares, par value $0.0001 per share, and 5,750,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding
GALATA
ACQUISITION CORP. II
FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
TABLE
OF CONTENTS
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PAGE | |
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PART I |
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1 | |
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Item
1. |
Business |
1 | |
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Item
1A. |
Risk Factors |
21 | |
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Item
1B. |
Unresolved Staff Comments |
29 | |
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Item
1C. |
Cybersecurity |
29 | |
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Item
2. |
Properties |
29 | |
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Item
3. |
Legal Proceedings |
29 | |
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Item
4. |
Mine Safety Disclosures |
29 | |
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PART II |
30 | |
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Item
5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
30 | |
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Item
6. |
[Reserved] |
30 | |
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Item
7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
31 | |
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Item
7A. |
Quantitative and Qualitative Disclosures About Market Risk |
34 | |
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Item
8. |
Financial Statements and Supplementary Data |
34 | |
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Item
9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
35 | |
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Item
9A. |
Controls and Procedures |
35 | |
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Item
9B. |
Other Information |
35 | |
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Item
9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
35 | |
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PART III |
36 | |
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Item
10. |
Directors, Executive Officers and Corporate Governance |
36 | |
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Item
11. |
Executive Compensation |
40 | |
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Item
12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
41 | |
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Item
13. |
Certain Relationships and Related Transactions, and Director Independence |
43 | |
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Item
14. |
Principal Accountant Fees and Services |
45 | |
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PART IV |
46 | |
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Item
15. |
Exhibit and Financial Statement Schedules |
46 | |
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Item
16. |
Form 10-K Summary |
46 | |
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SIGNATURES |
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48 | |
i
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Report (as defined below), including, without limitation, statements under Part II, Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations, includes forward-looking statements within the meaning of Section 27A
of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can
be identified by the use of forward-looking terminology, including the words believe, estimate, anticipate,
expect, intend, plan, may, will, potential, project,
predict, continue, should, could or would or, in each case, their
negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from
expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or
other Business Combination (as defined below) and any other statements that are not statements of current or historical facts. We have
based these forward-looking statements on our Managements (as defined below) current expectations and projections about future
events, as well as assumptions made by, and information currently available to our Management, but actual results may differ materially
due to various factors, including, but not limited to:
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our
ability to select an appropriate target business or businesses; | |
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the
pool of prospective target businesses; | |
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our
ability to complete our initial Business Combination; | |
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our
expectations regarding the potential performance of the prospective target business or businesses; | |
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our
success in retaining or recruiting our officers, key employees or directors following our initial Business Combination; | |
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our
officers and directors ability to allocate sufficient time to reviewing and considering our initial Business Combination,
including considerations related to potential conflicts of interest; | |
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the
potential issues associated with entering into a Business Combination agreement withan acquisition target that subsequently
declines in value or is unprofitable; | |
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our
potential ability to obtain additional financing to complete our initial Business Combination, if needed; | |
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the
ability of our Management Team (as defined below) to generate and execute on potential acquisition
opportunities that will generate value for our shareholders; | |
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our
public securities potential liquidity and trading; | |
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our
ability to use proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account
balance; | |
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our
Trust Account potentially being subject to claims of third parties; | |
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the
value of the Founder Shares (as defined below) following completion of our initial Business Combination likely being substantially
higher than the nominal price paid for them, even if the trading price of our Public Shares (as defined below) at such time is substantially
less than theRedemption Price (as defined below); | |
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the
impact on the amount held in the Trust Account, our capitalization, principal shareholders and other effects on our Company (as defined
below) or Management Team should we seek to extend the Combination Period (as defined below) consistent with applicable laws, regulations
and stock exchange rules; | |
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our
financial performance; or | |
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the
other risks and uncertainties discussed in Item 1A. Risk Factors below. | |
ii
The
forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual
results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or
more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
Unless
otherwise stated in this Report, or the context otherwise requires, references to:
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2025
Third Quarter Form 10-Q are to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, as filed
with the SEC on November 13, 2025; | |
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Administrative
Services Agreement are to the Administrative Services Agreement, dated September 18, 2025, which we entered into with an affiliate
of our Sponsor (as defined below); | |
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Amended
and Restated Articles are to our Amended and Restated Memorandum and Articles of Association, as currently
in effect; | |
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ASC
are to the FASB (as defined below) Accounting Standards Codification; | |
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ASU
are to the FASB Accounting Standards Update; | |
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Audit
Committee are to the audit committee of our Board of Directors (as defined below); | |
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Board
of Directors or Board are to our board of directors; | |
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BTIG
are to BTIG LLC, the sole-book running manager and representative of the several underwriters of the Initial Public Offering (as
defined below); | |
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Business
Combination are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses; | |
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Callaway
are to Callaway Capital Management, LLC; | |
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Certifying
Officers are to our Chief Executive Officer and Chief Financial Officer, together; | |
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Class
A Ordinary Shares are to our Class A ordinary shares, par value $0.0001 per share; | |
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Class
B Ordinary Shares are to our Class B ordinary shares, par value $0.0001 per share; | |
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Clawback Policy are to our Executive Compensation Clawback
Policy, adopted September 18, 2025; | |
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Code
of Ethics are to the Code of Business Conduct and Ethics we have adopted, which is applicable to our directors, officers and
employees; | |
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Combination
Period are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) to September 22,
2027, that we have to consummate an initial Business Combination, or (ii) such other period in which we must consummate an initial
Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations
and stock exchange rules; | |
iii
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Companies
Act are to the Companies Act (As Revised) of the Cayman Islands, asmay be amended from time to time; | |
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Company,
our, we, or us are to Galata Acquisition Corp. II, a Cayman Islands exempted company; | |
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Compensation
Committee are to the compensation committee of our Board of Directors; | |
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Continental
are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Warrants (as defined
below); | |
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Deferred
Fee are to the additional aggregate fee of $6,037,500 to which the Underwriters are entitled that is payable only upon our
completion of the initial Business Combination; | |
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DWAC
System are to the Depository Trust Companys Deposit/Withdrawal At Custodian System; | |
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Exchange
Act are to the Securities Exchange Act of 1934, as amended; | |
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Excise
Tax are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and
certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for
by the Inflation Reduction Act of 2022; | |
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FASB
are to the Financial Accounting Standards Board; | |
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FINRA
are to the Financial Industry Regulatory Authority; | |
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Founder
Shares are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and
(ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of
our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders
thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be Public
Shares (as defined below); | |
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GAAP
are to the accounting principles generally accepted in the United States of America; | |
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IFRS
are to the International Financial Reporting Standards, as issued by the International
Accounting Standards Board; | |
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Initial
Public Offering or IPO are to the initial public offering that we consummated on September 22, 2025; | |
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Initial
Shareholders are to holders of our Founder Shares prior to our Initial Public Offering; | |
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Insider
Trading Policy are to the insider trading policies and procedures we have adopted; | |
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Investment
Company Act are to the Investment Company Act of 1940, as amended; | |
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IPO
Promissory Note are to that certain unsecured promissory note in the principal amount
of up to $300,000 issued to our Sponsor on August 26, 2025; | |
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IPO
Registration Statement are to the Registration Statement on Form S-1 initially filed with the SEC on August 26, 2025, as amended,
and declared effective on September 18, 2025 (File No. 333-289853); | |
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JOBS
Act are to the Jumpstart Our Business Startups Act of 2012; | |
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Letter
Agreement are to the Letter Agreement, dated September 18, 2025, which we entered into with our Sponsor and our directors
and officers; | |
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Management
or our Management Team are to our executive officers; | |
iv
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Nasdaq
are to The Nasdaq Stock Market LLC; | |
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Nasdaq
36-Month Requirement are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below)
must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration
statement; | |
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Nasdaq
Rules are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; | |
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Option
Units are to the 2,250,000 units that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment
Option (as defined below); | |
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Ordinary
Resolution are to a resolution of our Company passed by a simple majority of the votes cast by such shareholders as, being
entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved
in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed
under the Companies Actfrom time to time); | |
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Ordinary
Shares are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; | |
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Over-Allotment
Option are to the 45-day option that the Underwriters had to purchase up to an additional 2,250,000 Option Units to cover
over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised; | |
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PCAOB
are to the Public Company Accounting Oversight Board (United States); | |
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Private
Placement are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with
the closing of our Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreements (as defined below); | |
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Private
Placement Shares are to the Class A Ordinary Shares included within the Private Placement Warrantspurchased by
our Sponsor and BTIG in the Private Placement; | |
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Private
Placement Warrants are to the warrants issued to our Sponsor and BTIG in the Private Placement; | |
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Private
Placement Warrants Purchase Agreement are to the (i) Private Placement Warrants Purchase Agreement, dated September 18, 2025,
which we entered into with our Sponsor and (ii) Private Placement Units Purchase Agreement, dated September 18, 2025, which we entered
into with BTIG, together; | |
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Public
Shareholders are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor
and/or members of our Management Team purchase Public Shares, provided that our Sponsors and each member of our Management
Teams status as a Public Shareholder will only exist with respect to such Public Shares; | |
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Public
Shares are to the Class A Ordinary Shares sold as part of the Units in our Initial Public Offering (whether they were purchased
in our Initial Public Offering or thereafter in the open market); | |
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Public
Warrants are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed
for in our Initial Public Offering or purchased in the open market); | |
v
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Redemption
Price are to the pro rata redemption price
in any redemption we expect to pay, which was approximately $10.10 per Public Share as of December 31, 2025 (before taxes payable,
if any); | |
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Registration
Rights Agreement are to the Registration Rights Agreement, dated September 18, 2025, which we entered into with the Sponsor
and the other holders party thereto; | |
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Report
are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025; | |
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Sarbanes-OxleyAct
are to the Sarbanes-OxleyAct of 2002, as amended; | |
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SEC
are to the U.S. Securities and Exchange Commission; | |
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SEC
Clawback Rule are to Rule 10D-1 under the Exchange Act; | |
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Securities
Act are to the Securities Act of 1933, as amended; | |
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SPAC
are to a special purpose acquisition company; | |
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Special
Resolution are to a resolution ofour Company passed by at least a two-thirds (2/3) majority of the votes cast
by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of
our Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a
resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold
as may be allowed under the Companies Act from time to time); | |
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Sponsor
are to Galata Acquisition Sponsor II, LLC, a Delaware limited liability company; | |
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Trust
Account are to the U.S.-based trust account in which an amount of $172,500,000 from the net proceeds of the sale of the Units
in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the
Initial Public Offering; | |
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Trust
Agreement are to the Investment Management Trust Agreement, dated September 18, 2025, which we entered into with Continental,
as trustee of the Trust Account; | |
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Underwriters
are to the several underwriters of the Initial Public Offering; | |
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Underwriting
Agreement are to the Underwriting Agreement, dated September 18, 2025, which
we entered into with BTIG, as representative of the Underwriters; | |
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Units are to the units sold in our Initial Public Offering,
which consist of one Public Share and one-third of one Public Warrant; | |
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Warrant
Agreement are to the Warrant Agreement, dated September 18, 2025, which we entered into with Continental,
as Warrant agent; | |
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Warrants
are to the Private Placement Warrantsand the Public Warrants, together; | |
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Withum
are to WithumSmith+Brown, PC, our independent registered public accounting firm; and | |
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Working
Capital Loans are to funds that, in order to provide working capital or finance transaction costs in connection with a Business
Combination, the Sponsor, or an affiliate of the Sponsor, or certain of our directors and officers may, but are not obligated to,
loan us. | |
vi
PART
I
Item
1. Business.
Overview
We
are a blank check company incorporated on June 20, 2025, as a Cayman Islands exempted company and formed for the purpose of effecting
a Business Combination with one or more businesses or entities. We may pursue an initial Business Combination in any business or industry.
To date, our efforts have been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and
(iii) searching for and consummating a Business Combination. As of the date of this Report, we have not selected any specific Business
Combination target. We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until
we consummate our initial Business Combination.
We are currently focused on
target businesses in the energy, financial technology (fintech), real estate, and technology sectors, although we may pursue
an acquisition opportunity in any business, industry, sector or geographical location. We are focusing on industries that complement our
Management Teams background, and to capitalize on the ability of our management team to identify and acquire a business.
Initial
Public Offering
Our
IPO Registration Statement became effective on September 18, 2025. On September 18, 2025, we consummated our Initial Public Offering
of 17,250,000 Units, including 2,250,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Unit consists
of one Public Share and one-third of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one
Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to our Company
of $172,500,000.
Simultaneously
with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the
private sale of an aggregate of 5,300,000 Private Placement Warrants to our Sponsor and BTIG in the Private Placement at a purchase price
of $1.00 per Private Placement Warrant, generating gross proceeds to our Company of $5,300,000. Of those 5,300,000 Private Placement
Warrants, the Sponsor purchased 3,575,000 Private Placement Warrants and BTIG purchased 1,725,000 Private Placement Warrants. The Private
Placement Warrants are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement.
A
total of $172,500,000, comprised of proceeds from the Initial Public Offering and proceeds from the Private Placement, was placed in
the Trust Account maintained by Continental, acting as trustee.
It
is the job of our Sponsor and Management Team to complete our initial Business Combination. Our Management Team consists of (i) Daniel
Freifeld, our Chairman and Chief Investment Officer, (ii) Craig Perry, our Chief Executive Officer, (iii) Powers Spencer, our Chief Financial
Officer, and (iv) William Weir, our Chief Operating Officer. We must complete our initial Business Combination by (i) September 22, 2027,
the end of our Combination Period, which is 24 months from the closing of our Initial Public Offering, (ii) such earlier liquidation
date as our Board may approve or (iii) such later date as our shareholders may approve pursuant to the Amended and Restated Articles.
If our initial Business Combination is not consummated by the end of our Combination Period, our existence will terminate, and we will
distribute all amounts in the Trust Account as described elsewhere in this Report.
We
may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended
and Restated Articles. Any such amendment would require the approval of our shareholders and our Public Shareholders, will be provided
the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will
decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In
addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the
Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of
trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor
entity, which may result in a change to our Management Team.
1
Our
Board of Directors
Our
Board of Directors includes four members upon the commencement of trading of the units on Nasdaq. The board is led by our Chairman, Daniel
Freifeld, and consists of industry leaders and experienced investors. Each brings diversity of experience, perspective and industry contacts
that when combined create a distinguished Board of Directors. In addition to Mr.Freifeld, our Board of Directors is comprised of
Lieutenant General Douglas Lute (Ret)., Andy Abelland Agostina Nieves.
Callaway
Capital Management LLC
Messrs.
Daniel Freifeld, Craig Perry, William Weir and Powers Spencer are affiliated with Callaway, an alternative asset manager founded in 2013,
which has led and completed multiple public and private platform investments since its inception. We may occasionally be provided access
to the resources and personnel of Callaway in connection with our search for, and consummation of, an initial business combination, at
Callaways sole discretion. There is currently no formal or informal agreement or arrangement with regard to any such access.
With
respect to the above, past performance of Callaway, our management team or any of their respective affiliates is not a guarantee of (i)success
with respect to a business combination that may be consummated, (ii)the ability to successfully identify and execute a transaction
or (iii)the ability to assess the risk of potential transactions. You should not rely on the historical performance record of our
management team, Callaway or their affiliates as indicative of our future performance. Our officers and directors may have conflicts
of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities.
For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us,
as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities
to us.
2
Our
Sponsor
Our
Sponsor is a Delaware limited liability company, which was formed in June 2025 to invest in our Company. Although our Sponsor is permitted
to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our Sponsors
business is focused on investing in our Company. Daniel Freifeld, our Chairman and Chief Investment Officer, is the managing member of
Callaway Capital Management, LLC, the managing member of our Sponsor and holds voting and investment control with respect to the securities
held of record by the Sponsor.Other than Mr.Freifeld, Perry, Weir and Spencer, no other person has, or will have, voting
and investment control or a direct or indirect material interest in our Sponsor.
Our
Chairman and Chief Investment Officer, Daniel Freifeld, has received an indirect interest in 1,961,062 Founder Shares through membership
interests in our Sponsor, our Chief Executive Officer, Craig Perry, has received an indirect interest in 515,250 Founder Shares through
membership interests in our Sponsor, our President and Chief Operating Officer, William Weir, has received an indirect interest in 653,688
Founder Shares through membership interests in our Sponsor, and our Chief Financial Officer, Powers Spencer, has received an indirect
interest in 100,000 Founder Shares through membership interests in our Sponsor. In addition, our independent directors have received
for their services as a director an indirect interest in the Founder Shares through membership interests in our Sponsor. Douglas Lute
has received an indirect interest in 20,000 Founder Shares through membership interests in our Sponsor, Agostina Nieves has received
an indirect interest in 20,000 Founder Shares through membership interests in our Sponsor, and Andy Abell has received an indirect interest
in 20,000 Founder Shares through membership interests in our Sponsor. Other than members of our Management Team who are members of our
Sponsor, none of the other members of our Sponsor will participate in our Companys activities. Of the Founder Shares held by the
Sponsor and not otherwise allocated to the non-managingsponsor investors, approximately 57.2% are owned by our officers and directors
through direct or indirect membership interests in our Sponsor and approximately 42.8% are held by other accredited investors.
Because
our Sponsor acquired the Founder Shares at a nominal price of $0.004 per share, our Public Shareholders incurred immediate and material
dilution upon the closing of the Initial Public Offering, assuming no value is ascribed to the Warrants. Further, the ClassA Ordinary
Shares issuable in connection with the conversion of the Founder Shares may result in material dilution to our Public Shareholders due
to the anti-dilutionrights of our Founder Shares that may result in an issuance of ClassA Ordinary Shares on a greater than
one-for-onebasis upon conversion. Additionally, our Public Shareholders may experience material dilution from the exercise of the
4,850,000 Private Placement Warrants (5,300,000 Private Placement Warrants if the underwriters over-allotmentoption is exercised
in full) purchased by our Sponsor and BTIG simultaneously with the closing of Initial Public Offering as well as conversion of any working
capital loans into Private Placement Warrants, if elected by the sponsor or by another person or entity who made such working capital
loans. The exercise of the warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless
exercise is utilized.
The
Founder Shares will automatically convert into ClassA Ordinary Shares concurrently with or immediately following the consummation
of our initial Business Combination or earlier at the option of the holder on a one-for-onebasis, subject to adjustment for share
sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided
herein. In the case that additional ClassA Ordinary Shares, or any other equity-linkedsecurities, are issued or deemed issued
in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business
Combination, the ratio at which ClassB Ordinary Shares convert into ClassA Ordinary Shares will be adjusted (unless the holders
of a majority of the outstanding ClassB Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed
issuance) so that the number of ClassA Ordinary Shares issuable upon conversion of all ClassB Ordinary Shares equals, in
the aggregate, 25.0% of the sum of (i)the total number of all Ordinary Shares outstanding (including any Class A Ordinary Shares
issued pursuant to the Over-Allotment Option and excluding the Private Placement Shares), plus (ii)all ClassA Ordinary Shares
and equity-linkedsecurities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding
any shares or equity-linkedsecurities issued, or to be issued, to any seller in the initial Business Combination and any Private
Placement-equivalent warrants issued to our Sponsor or any of its affiliates or to our officers or directors upon conversion of Working
Capital Loans) minus (iii)any redemptions of ClassA Ordinary Shares by Public Shareholders in connection with an initial
Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-onebasis.
3
If
we raise additional funds through equity or convertible debt issuances, our Public Shareholders may also suffer significant dilution.
This dilution would increase to the extent that the anti-dilutionprovision of the Founder Shares result in the issuance of ClassA
Ordinary Shares on a greater than one-for-onebasis upon conversion of the Founder Shares at the time of our initial Business Combination.
In
addition, in order to facilitate our initial Business Combination as determined by our Sponsor in its sole discretion, our Sponsor may
surrender or forfeit, transfer or exchange our Founder Shares, Private placement warrants or any of our other securities, including for
no consideration, as well as subject any such securities to earn-outsor other restrictions, or otherwise amend the terms of any
such securities or enter into any other arrangements with respect to any such securities. We may also issue ClassA Ordinary Shares
upon conversion of the ClassB Ordinary Shares at a ratio greater than one-to-oneat the time of our initial Business Combination
as a result of the anti-dilutionprovisions as set forth therein.
Pursuant
to the Letter Agreement entered into with us, each of our Sponsor, directors and officers have agreed to a lock-upand restrictions
on their ability to transfer, assign, or sell the Founder Shares and Private Placement Warrants and securities underlying the Private
Placement Warrants. Further, the Sponsor membership interests (including the interests held by the non-managingmembers) are locked
up and not transferable because the Letter Agreement prohibits indirect transfers. Our Letter Agreement may be amended without shareholder
approval. Such transfer restrictions have been amended in connection with Business Combinations for certain other SPACs. While we do
not expect our Board to approve any amendment to the Letter Agreement prior to our initial Business Combination, it may be possible that
our Board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the
Letter Agreement.
Initial
Business Combination
We
believe that the diverse skills of our Management Team bring together the necessary components to source and evaluate a potential Business
Combination, while bringing public company experience in leadership, strategy, operations and management.
We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the Initial Public
Offering. We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the
Private Placement, the proceeds of the sale of our shares in connection with our initial Business Combination (including pursuant to
any forward purchase agreements or backstop agreements into which we may enter), shares issued to the owners of the target, debt issued
to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete
our initial Business Combination with a company or business that may be financially unstable or in its early stages of development or
growth, which would subject us to the numerous risks inherent in such companies and businesses.
We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our
initial Business Combination either (i)in connection with a general meeting called to approve the Business Combination or (ii)without
a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial Business Combination only
if we receive an Ordinary Resolution. The decision as to whether we will seek shareholder approval of a proposed Business Combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock
exchange listing requirement.
4
We
have until September 22, 2027, or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial
Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within such Combination Period,
we may seek shareholder approval to amend our Amended and Restated Articles to extend the date by which we must consummate our initial
Business Combination. If we seek shareholder approval for an extension, our Public Shareholders will be offered an opportunity to redeem
their Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned thereon (less taxes payable, if any), divided by the number of then issued and outstanding Public Shares, subject to
applicable law.
If
we are unable to complete our initial Business Combination within the Combination Period, or by such earlier liquidation date as our
Board of Directors may approve, we will redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned thereon (less taxes, if any, payable and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, subject to applicable law and certain
conditions as further described herein. While the pro rata Redemption Price was approximately $10.10 per Public Share as of December
31, 2025 we cannot assure our Public Shareholders that we will in fact be able to distribute such amounts as a result of claims of creditors,
which may take priority over the claims of our Public Shareholders.
The
Nasdaq Rules require that we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of
the value of the assets held in the Trust Account (excluding the Deferred Fee and taxes payable on the interest earned on the Trust Account,
if any, and such test, the 80% Test). Our Board of Directors will make the determination as to the fair market value of
our initial Business Combination. If our Board of Directors is not able to independently determine the fair market value of our initial
Business Combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly
renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our Board of Directors
will be able to make an independent determination of the fair market value of our initial Business Combination, it may be unable to do
so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty
as to the value of the targets assets or prospects. Additionally, pursuant to the Nasdaq Rules, any initial Business Combination
must be approved by a majority of our independent directors.
We
anticipate structuring our initial Business Combination so that the post-transactioncompany in which our Public Shareholders own
shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our
initial Business Combination such that the post-transactioncompany owns or acquires less than 100% of such interests or assets
of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we
will only complete such Business Combination if the post-transactioncompany owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act. Even if the post-transactioncompany owns or acquires 50% or more of
the voting securities of the target, our shareholders prior to the Business Combination may collectively own a minority interest in the
post-transactioncompany, depending on valuations ascribed to the target and us in the Business Combination. For example, we could
pursue a transaction in which we issue a substantial number of new Ordinary Shares in exchange for all of the outstanding capital stock,
shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a
result of the issuance of a substantial number of new Ordinary Shares, our shareholders immediately prior to our initial Business Combination
could own less than a majority of our issued and outstanding Ordinary Shares subsequent to our initial Business Combination. If less
than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transactioncompany,
the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% Test.
If the Business Combination involves more than one target business, the 80% Test will be based on the aggregate value of all of the target
businesses.
5
Status
as a Public Company
We
believe our structure makes us an attractive Business Combination partner to target businesses. As an existing public company, we offer
a target business an alternative to the traditional initial public offering through a merger or other Business Combination with us. In
a Business Combination transaction with us, the owners of the target business may, for example, exchange their shares of stock or shares
in the target business for our ClassA Ordinary Shares (or shares of a new holding company) or for a combination of our ClassA
Ordinary Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses
will find this method a more expeditious and cost-effectivemethod to becoming a public company than the typical initial public
offering. The typical initial public offering process takes a significantly longer period of time than the typical Business Combination
transaction process, and there are significant expenses and market and other uncertainties in the initial public offering process, including
underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with
a Business Combination with us.
Furthermore,
once a proposed initial Business Combination is completed, the target business will have effectively become public, whereas an initial
public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions,
which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial Business
Combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives
consistent with shareholders interests and the ability to use its shares as currency for acquisitions. Being a public company
can offer further benefits by augmenting a companys profile among potential new customers and vendors and aid in attracting talented
employees.
While
we believe that our structure and our Management Teams backgrounds make us an attractive business partner, some potential target
businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder
approval of any proposed initial Business Combination, negatively.
Financial
Position
With
funds available for a Business Combination as of December 31, 2025 in the amount of $166,462,500 (before redemptions, taxes payable on
the interest earned, if any, and payment of the Deferred Fee), we offer a target business a variety of options, such as creating a liquidity
event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by
reducing its debt ratio. Because we are able to complete our initial Business Combination using our cash, debt or equity securities,
or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration
to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing
and there can be no assurance it will be available to us.
Potential
Additional Financings
We
may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash
than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our Public
Shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with
such Business Combination. If we raise additional funds through equity or convertible debt issuances, our Public Shareholders may suffer
significant dilution and these securities could have rights that rank senior to our Public Shares. If we raise additional funds through
the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants
that restrict our operations. Further, as described above, due to the anti-dilutionrights of our Founder Shares, our Public Shareholders
may incur material dilution. In addition, we target businesses with enterprise values that are greater than we could acquire with the
net proceeds of the Initial Public Offering and the Private Placement, and, as a result, if the cash portion of the purchase price exceeds
the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be required
to seek additional financing to complete such proposed initial Business Combination. We may also obtain financing prior to the closing
of our initial Business Combination to fund our working capital needs and transaction costs in connection with our search for and completion
of our initial Business Combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linkedsecurities
or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward
purchase agreements or backstop agreements into which we may enter. Subject to compliance with applicable securities laws, we would only
complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial
Business Combination because we do not have sufficient funds available to us, we will be forced to liquidate the Trust Account. In addition,
following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet
our obligations.
6
Sources
of Target Businesses
We
believe our Management Teams significant operating and transaction experience and relationships provide us with a substantial
number of potential initial Business Combination targets. Over the course of their careers, the members of our Management Team have developed
a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our Management
Team sourcing, acquiring and financing businesses, the reputation of our Management Team and Board for integrity and fair dealing with
sellers, financing sources and target management teams and the experience of our Management Team in executing transactions under varying
economic and financial market conditions.
This
network has provided our Management Team with a flow of referrals that has resulted in numerous transactions that were proprietary or
where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships
of our Management Team provide us important sources of investment opportunities. In addition, target Business Combination candidates
are brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large
business enterprises seeking to divest non-coreassets or divisions.
We
have not contacted any of the prospective target businesses that our Management Team in their prior SPACs had considered and rejected
as target businesses to acquire. However, we may contact such targets if we become aware that such targets are interested in a potential
initial Business Combination with us and such transaction would be attractive to our shareholders. Accordingly, there is no current basis
for our shareholders to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial
Business Combination.
In
addition, target business candidates are brought to our attention from various unaffiliated sources, including investment bankers and
private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited
by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on
an unsolicited basis, since many of these sources may have read our Initial Public Offering prospectus and know what types of businesses
we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates
of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have,
as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that
would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors.
While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions
on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finders fee, consulting
fee or other compensation to be determined in an arms length negotiation based on the terms of the transaction.
Prior
to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors,
or our or their affiliates, of a finders fee, advisory fee, consulting fee or success fee for any services they render in order
to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination,
will be paid from funds held outside the Trust Account.
7
We
engage a finder only to the extent our Management determines that the use of a finder may bring opportunities to us that may not otherwise
be available to us or if finders approach us on an unsolicited basis with a potential transaction that our Management determines is in
our best interest to pursue. Payment of a finders fee is customarily tied to completion of a transaction, in which case any such
fee will be paid out of the funds held in the Trust Account.
We
are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors,
non-managingSponsor investors, or completing the Business Combination through a joint venture or other form of shared ownership
with our Sponsor, officers or directors or non-managingSponsor investors. In the event we seek to complete our initial Business
Combination with a company that is affiliated (as defined in our Amended and Restated Articles) with our Sponsor, officers or directors,
we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business Combination
is fair to our Company from a financial point of view. We are not required to obtain such an opinion in any other context.
In
addition, our Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or
investment ventures during the period in which we are seeking an initial Business Combination. As a result, our Sponsor, officers and
directors could have conflicts of interest in determining whether to present Business Combination opportunities to us or to any other
SPACs with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest
in pursuing an initial Business Combination target, which could materially affect our ability to complete our initial Business Combination.
Each
of our directors and officers, directly or indirectly, owns Founder Shares and/or Private Placement Warrants following the Initial Public
Offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business
with which to effectuate our initial Business Combination. Further, such officers and directors may have a conflict of interest with
respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included
by a target business as a condition to any agreement with respect to our initial Business Combination.
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations
or duties to one or more other entities pursuant to which such officer or director is or will be required to present a Business Combination
opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which
is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary
or contractual obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under
Cayman Islands law. Our Amended and Restated Articles provide that, to the fullest extent permitted by law: (i)no individual serving
as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain
from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii)we renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a)may
be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b)the presentation of which would
breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations
of our officers or directors could materially affect our ability to complete our initial Business Combination.
8
Evaluation
of a Target Business and Structuring of Our Initial Business Combination
In
evaluating a prospective target business, we conduct an extensive due diligence review that encompasses, as applicable and among other
things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities
and a review of financial and other information about the target and its industry. We also utilize our Management Teams operational
and capital planning experience.
The
time required to select and evaluate a target business and to structure and complete our initial Business Combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately
completed will result in our incurring losses and will reduce the funds we can use to complete another Business Combination.
Because
there are numerous SPACs seeking to enter into an initial Business Combination with available targets, the competition for available
targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial
terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative
public perception of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close
Business Combinations or operate targets post-Business Combination. Thus, our ability to identify and evaluate a target company may be
impacted by significant competition among other SPACs in pursuing Business Combination transaction candidates and significant competition
may impact the attractiveness of the acquisition terms that we will be able to negotiate.
Lack
of Business Diversification
For
an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete Business Combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By completing our initial Business Combination with only a single entity, our lack of
diversification may:
|
| subject
us to negative economic, competitive and regulatory developments, any or all of which may
have a substantial adverse impact on the particular industry in which we operate after our
initial Business Combination, and | |
|
| cause
us to depend on the marketing and sale of a single product or limited number of products
or services. | |
Limited
Ability to Evaluate the Targets Management Team
Although
we closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial Business
Combination with that business, our assessment of the target businesss management may not prove to be correct. In addition, the
future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future
role of members of our Management Team, if any, in the target business cannot presently be stated with any certainty. The determination
as to whether any of the members of our Management Team will remain with the combined company will be made in connection with our initial
Business Combination. While it is possible that one or more of our directors will remain associated in some capacity with us following
our initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial
Business Combination. Moreover, we cannot assure our shareholders that members of our Management Team will have significant experience
or knowledge relating to the operations of the particular target business.
9
We
cannot assure our shareholders that any of our key personnel will remain in senior management or advisory positions with the combined
company. The determination as to whether any of our key personnel will remain with the combined company will be made in connection with
our initial Business Combination.
Following
a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
cannot assure our shareholders that we will have the ability to recruit additional managers, or that additional managers will have the
requisite skills, knowledge or experience necessary to enhance the incumbent management.
Shareholders
May Not Have the Ability to Approve Our Initial Business Combination
We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended
and Restated Articles. However, we will seek shareholder approval if it is required by applicable law or stock exchange rule, or we may
decide to seek shareholder approval for business or other reasons.
Under
the Nasdaq Rules, shareholder approval would be required for our initial Business Combination if, for example:
|
| we
issue Ordinary Shares that will be equal to or in excess of 20% of the number of our Ordinary
Shares then outstanding (other than in a public offering); | |
|
| any
of our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has
a 5% or greater interest earned on the Trust Account (or such persons collectively have a
10% or greater interest), directly or indirectly, in the target business or assets to be
acquired or otherwise and the present or potential issuance of Ordinary Shares could result
in an increase in outstanding Ordinary Shares or voting power of 5% or more; or | |
|
| the
issuance or potential issuance of Ordinary Shares will result in our undergoing a change
of control. | |
The
decision as to whether we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval
is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based
on business and legal reasons, which include a variety of factors, including, but not limited to: (i)the timing of the transaction,
including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder
approval or doing so would place us at a disadvantage in the transaction or result in other additional burdens on us; (ii)the expected
cost of holding a shareholder vote; (iii)the risk that the shareholders would fail to approve the proposed Business Combination;
(iv)other time and budget constraints of our Company; and (v)additional legal complexities of a proposed Business Combination
that would be time-consumingand burdensome to present to shareholders.
Permitted
Purchases of Our Securities
If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our Sponsor, directors, officers and their affiliates may purchase Public Shares or Public
Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business
Combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such
Public Shareholder, although still the record holder of our Public Shares is no longer the beneficial owner thereof and therefore agrees
not to exercise its redemption rights. In the event that our Sponsor, directors, officers and their affiliates purchase Public Shares
in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling
Public Shareholders would be required to revoke their prior elections to redeem their Public Shares. It is intended that, if Rule10b-18would
apply to purchases by Sponsor, directors, officers and their affiliates, then such purchases will comply with Rule10b-18under
the ExchangeAct, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including
with respect to timing, pricing and volume of purchases.
10
Additionally,
at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material
nonpublic information), our Sponsor, directors, officers and their affiliates may enter into transactions with investors and others to
provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem
their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated
any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public
Warrants in such transactions.
The
purpose of any such transactions could be to (1)increase the likelihood of obtaining shareholder approval of the Business Combination,
(2)reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the
Public Warrant holders for approval in connection with our initial Business Combination or (3)satisfy a closing condition in an
agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business
Combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the
completion of our initial Business Combination that may not otherwise have been possible.
In
addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders
of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange.
Our
Sponsor, Initial Shareholders directors, officers and their affiliates anticipate that they may identify the Public Shareholders with
whom our Sponsor, Initial Shareholders directors, officers and their affiliates may pursue privately negotiated transactions by either
the Public Shareholders contacting us directly or by our receipt of redemption requests submitted by Public Shareholders (in the case
of Public Shares) following our mailing of proxy materials in connection with our initial Business Combination. To the extent that our
Sponsor, Initial Shareholders directors, officers and their affiliates enter into a private transaction, they would identify and contact
only potential selling or redeeming Public Shareholders who have expressed their election to redeem their Public Shares for a pro rata
share of the Trust Account or vote against our initial Business Combination, whether or not such Public Shareholder has already submitted
a proxy with respect to our initial Business Combination but only if such Public Shares have not already been voted at the general meeting
related to our initial Business Combination. Our Sponsor, Initial Shareholders directors, officers and their affiliates will select from
which Public Shareholders to purchase Public Shares based on the negotiated price and number of shares and any other factors that they
may deem relevant, and will be restricted from purchasing Public Shares if such purchases do not comply with RegulationM under
the ExchangeAct and the other federal securities laws.
Our
Sponsor, Initial Shareholders directors, officers and their affiliates are restricted from making purchases of Public Shares if the purchases
would violate Section9(a)(2)or Rule10b-5of the ExchangeAct. Any such purchases will be reported pursuant
to Section13 and Section16 of the ExchangeAct to the extent such purchasers are subject to such reporting requirements.
Additionally, in the event our Sponsor, Initial Shareholders directors, officers and their affiliates were to purchase Public Shares
or Public Warrants from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule14e-5under
the ExchangeAct including, in pertinent part, through adherence and/or consideration to the following:
|
| our
registration statement/proxy statement filed for our Business Combination transaction would
disclose the possibility that our Sponsor, Initial Shareholders directors, officers and their
affiliates may purchase Public Shares or Public Warrants from Public Shareholders outside
the redemption process, along with the purpose of such purchases; | |
|
| if
our Sponsor, Initial Shareholders directors, officers and their affiliates were to purchase
Public Shares or Public Warrants from Public Shareholders, they would do so at a price no
higher than the price offered through our redemption process; | |
11
|
| our
registration statement/proxy statement filed for our Business Combination transaction would
include a representation that any of our securities purchased by our Sponsor, Initial Shareholders
directors, officers and their affiliates would not be voted in favor of approving the Business
Combination transaction; | |
|
| our
Sponsor, Initial Shareholders directors, officers and their affiliates would not possess
any redemption rights with respect to our securities or, if they do acquire and possess redemption
rights, they would waive such rights; and | |
|
| we
would disclose in a Current Report on Form8-K, before our general meeting of shareholders
to approve the Business Combination transaction, the following material items: | |
|
| the
amount of our securities purchased outside of the redemption offer by our Sponsor, Initial
Shareholders directors, officers and their affiliates, along with the purchase price; | |
|
| the
purpose of the purchases by our Sponsor, Initial Shareholders directors, officers and their
affiliates; | |
|
| the
impact, if any, of the purchases by our Sponsor, Sponsor, Initial Shareholders directors,
officers and their affiliates on the likelihood that the Business Combination transaction
will be approved; | |
|
| the
identities of our security holders who sold to our Sponsor, Initial Shareholders directors,
officers and their affiliates (if not purchased on the open market) or the nature of our
security holders (e.g., 5% security holders) who sold to our Sponsor, Initial Shareholders
directors, officers and their affiliates; and | |
|
| the
number of our securities for which we have received redemption requests pursuant to our redemption
offer. | |
Redemption
Rights for Public Shareholders upon Completion of Our Initial Business Combination
We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares, regardless of whether they
abstain, vote for, or vote against, our initial Business Combination, upon the completion of our initial Business Combination at a per-shareprice,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of twobusinessdays prior
to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes
payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described
herein. As of December 31, 2025, the Redemption Price was approximately $10.10 per Public Share (before taxes payable, if any). The per
share amount we will distribute to Public Shareholders who properly redeem their Public Shares will not be reduced by the Deferred Fee
we will pay to the Underwriters. Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which
they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares
they may hold in connection with the completion of our initial Business Combination.
Our
proposed initial Business Combination may impose a minimum cash requirement for (i)cash consideration to be paid to the target
or its owners, (ii)cash for working capital or other general corporate purposes or (iii)the retention of cash to satisfy
other conditions. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination
exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares,
and all Public Shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance
of equity-linkedsecurities or through loans, advances or other indebtedness in connection with our initial Business Combination,
including pursuant to any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons,
satisfy such net tangible assets or minimum cash requirements.
12
Manner
of Conducting Redemptions
We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our
initial Business Combination either (i)in connection with a general meeting called to approve the Business Combination or (ii)without
a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed Business Combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock
exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than
seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval
while direct mergers with our Company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of
our issued and outstanding Ordinary Shares or seek to amend our Amended and Restated Articles would require shareholder approval. So
long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with the shareholder approval requirements
of the Nasdaq Rules.
The
requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed
above is contained in provisions of our Amended and Restated Articles and will apply whether or not we maintain our registration under
the ExchangeAct or our listing on Nasdaq. Such provisions may be amended if approved by a Special Resolution.
If
we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will,
pursuant to our Amended and Restated Articles:
|
| conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation14A
of the ExchangeAct, which regulates the solicitation of proxies, and not pursuant to
the tender offer rules, and | |
|
| file
proxy materials with the SEC. | |
In
the event that we seek shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection
therewith, provide our Public Shareholders with the redemption rights described above upon completion of the initial Business Combination.
If
we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution. However, if
our initial Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law,
the approval of our initial Business Combination will require a Special Resolution. A quorum for such meeting will be present if the
holders of at least one third of issued and outstanding Ordinary Shares entitled to vote at the meeting are represented in person or
by proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor, officers
and directors have agreed to vote their Founder Shares, Private Placement Shares and any Public Shares purchased during or after the
Initial Public Offering (including in open market and privately-negotiatedtransactions, aside from shares they may purchase in
compliance with the requirements of Rule14e-5under the ExchangeAct, which would not be voted in favor of approving
the Business Combination transaction) in favor of our initial Business Combination.
As
a result, if all outstanding Ordinary shares are voted on a resolution to approve our initial Business Combination, if we would require
an Ordinary Resolution, we would need 5,000,001 Public Shares, or 33.3% of the 15,000,000 Public Shares sold in the Initial Public Offering,
and if we would require a Special Resolution of two-thirdsof our Ordinary Shares voted at the meeting, we would need 10,000,001
Public Shares, or approximately 66.6% of the 15,000,000 Public Shares sold in the Initial Public Offering, to be voted in favor of an
initial Business Combination in order to have our initial Business Combination approved, assuming in each case that the parties to the
Letter Agreement do not acquire any Public Shares. Assuming that only the holders of one-thirdof our issued and outstanding Ordinary
Shares, representing a quorum under our Amended and Restated Articles, vote their Ordinary Shares, regardless if such vote pertains to
an Ordinary Resolution or a Special Resolution of two-thirdsof our Ordinary Shares voted at the meeting, we would not need any
Public Shares in addition to our Founder Shares and Private Placement Shares to be voted in favor of an initial Business Combination
in order to approve an initial Business Combination.
13
If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
|
| conduct
the redemptions pursuant to Rule13e-4and Regulation14E of the ExchangeAct,
which regulate issuer tender offers, and | |
|
| file
tender offer documents with the SEC prior to completing our initial Business Combination
that contain substantially the same financial and other information about the initial Business
Combination and the redemption rights as is required under Regulation14A of the ExchangeAct,
which regulates the solicitation of proxies. | |
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20businessdays,
in accordance with Rule14e-1(a)under the ExchangeAct, and we will not be permitted to complete our initial Business
Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders
not tendering more than the number of Public Shares we are permitted to redeem. If Public Shareholders tender more Public Shares than
we have offered to purchase, we will withdraw the tender offer and not complete the initial Business Combination.
Upon
the public announcement of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we,
or our Sponsor will terminate any plan established in accordance with Rule10b5-1to purchase our Public Shares in the open
market, in order to comply with Rule14e-5under the ExchangeAct.
We
intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their
Public Shares in street name, to, at the holders option, either deliver their share certificates to our transfer
agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy
materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to twobusinessdays
prior to the scheduled vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection
with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request
for redemption to our transfer agent twobusinessdays prior to the scheduled vote in which the name of the beneficial owner
of such Public Shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to our Public Shareholders
in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery
requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further
communication or action from the redeeming Public Shareholders, which could delay redemptions and result in additional administrative
cost. If the proposed initial Business Combination is not approved and we continue to search for a target company, we will promptly return
any certificates or Public Shares delivered by Public Shareholders who elected to redeem their Public Shares.
Our
proposed initial Business Combination may impose a minimum cash requirement for (i)cash consideration to be paid to the target
or its owners, (ii)cash for working capital or other general corporate purposes or (iii)the retention of cash to satisfy
other conditions. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination
exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares,
and all Public Shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance
of equity or equity-linkedsecurities or through loans, advances or other indebtedness in connection with our initial Business Combination,
including pursuant to any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons,
satisfy such net tangible assets or minimum cash requirements.
14
Limitation
on Redemptions Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval
If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our Amended and Restated Articles provide that a Public Shareholder, together with any
affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a group
(as defined under Section13 of the ExchangeAct), are restricted from redeeming its Public Shares with respect to more than
an aggregate of 15% of the Public Shares sold in the Initial Public Offering (the Excess Shares) without our prior consent.
We believe this restriction will discourage Public Shareholders from accumulating large blocks of Public Shares, and subsequent attempts
by such holders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force
us or our Management to purchase their Public Shares at a significant premium to the then-currentmarket price or on other undesirable
terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the Public Shares sold in the Initial Public
Offering could threaten to exercise its redemption rights if such Public Shares are not purchased by us, our Sponsor or our Management
at a premium to the then-currentmarket price or on other undesirable terms. By limiting our Public Shareholders ability
to redeem no more than 15% of the Public Shares sold in the Initial Public Offering without our prior consent, we believe we will limit
the ability of a small group of Public Shareholders to unreasonably attempt to block our ability to complete our initial Business Combination,
particularly in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net
worth or a certain amount of cash.
However,
we will not restrict our Public Shareholders ability to vote all of their Public Shares (including Excess Shares) for or against
our initial Business Combination.
*Delivering
Share Certificates in Connection with the Exercise of Redemption Rights*
As
described above, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders
or hold their Public Shares in street name, to, at the holders option, either deliver their share certificates to
our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth
in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to twobusinessdays
prior to the scheduled vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection
with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request
for redemption to our transfer agent twobusinessdays prior to the scheduled vote in which the name of the beneficial owner
of such Public Shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to our Public Shareholders
in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery
requirements. Accordingly, a Public Shareholder would have up to twobusinessdays prior to the scheduled vote on the initial
Business Combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the
tender offer period, as applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption rights. In
the event that a Public Shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials,
as applicable, its Public Shares may not be redeemed. Given the relatively short exercise period, it is advisable for Public Shareholders
to use electronic delivery of their Public Shares.
There
is a nominal cost associated with the above-referencedprocess and the act of certificating the Public Shares or delivering them
through the DWAC System. The transfer agent will typically charge the broker submitting or tendering Public Shares a fee of approximately
$100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred
regardless of whether or not we require Public Shareholders seeking to exercise redemption rights to submit or tender their Public Shares.
The need to deliver Public Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must
be effectuated.
Any
request to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender
offer documents, as applicable. Furthermore, if a Public Shareholder delivered its certificate in connection with an election of redemption
rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such Public Shareholder may simply
request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed
to our Public Shareholders electing to redeem their Public Shares will be distributed promptly after the completion of our initial Business
Combination.
If
our initial Business Combination is not approved or completed for any reason, then our Public Shareholders who elected to exercise their
redemption rights would not be entitled to redeem their Public Shares for the applicable pro rata share of the Trust Account. In such
case, we will promptly return any certificates delivered by Public Shareholders who elected to redeem their Public Shares.
If
our initial Business Combination is not completed, we may continue to try to complete a Business Combination with a different target
until the end of the Combination Period.
15
Redemption
of Public Shares and Liquidation if No Initial Business Combination
Our
Amended and Restated Articles provide that we have only the duration of the Combination Period to complete our initial Business Combination.
If we have not completed our initial Business Combination within such time period, we will (i)cease all operations except for the
purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusinessdays thereafter (and subject
to lawfully available funds therefor), redeem the Public Shares, at a per-shareprice, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of
taxes, if any, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstandingPublic
Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each
case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There
will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete
our initial Business Combination within the Combination Period.
Our
Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination
within the Combination Period; although, they are entitled to liquidating distributions from assets outside the Trust Account. However,
if our Sponsor or Management Team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating
distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within
the Combination Period.
Our
Sponsor, officers and directors have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended
and Restated Articlesto modify (i) the substance or timing of our obligation to allow redemption in connection with our initial
Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination
Period, or (ii) any other material provisions relating to shareholders rights or pre-initialBusiness Combination activity,
in each case unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment
at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares.
We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining out of the approximately $954,585 of proceeds held outside the Trust Account (as of December 31, 2025),
although we cannot assure our Public Shareholders that there will be sufficient funds for such purpose. However, if those funds are not
sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest
accrued in the Trust Account not required to pay income taxes on interest income earned on the Trust Account balance, we may request
the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
16
If
we were to expend all of the net proceeds of the Initial Public Offering and the Private Placement, other than the proceeds deposited
in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the Redemption Price upon our dissolution
would be approximately $10.10 (as of December 31, 2025). The proceeds deposited in the Trust Account could, however, become subject to
the claims of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot assure our Public
Shareholders that the actual per-shareredemption amount received by Public Shareholders will not be substantially less than the
Redemption Price. While we intend to pay such amounts, if any, we cannot assure our shareholders that we will have funds sufficient to
pay or provide for all creditors claims.
Although
we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our
Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would
be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility
or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement
waiving such claims to the monies held in the Trust Account, our Management will consider whether competitive alternatives are reasonably
available to us and will only enter into an agreement with such third party if Management believes that such third partys engagement
would be in our best interests under the circumstances. Examples of possible instances where we may engage a third party that refuses
to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by Management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable
to find a service provider willing to execute a waiver. Withum, our independent registered public accounting firm, and the Underwriters
did not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the Trust Account for any reason.
To
protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by
a third party for services rendered or products sold to us (except for our independent registered public accounting firm), or a prospective
target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination
agreement, reduce the amount of funds in the Trust Account to below the lesser of (i)$10.00 per Public Share and (ii)the
actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00
per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, if any, provided that such liability
will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies
held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such
indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations
and we believe that our Sponsors only assets are securities of our Company. Therefore, we cannot assure our Public Shareholders
that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust
Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share.
In such event, we may not be able to complete our initial Business Combination, and our Public Shareholders would receive such lesser
amount per share in connection with any redemption of their Public Shares. None of our officers or directors will indemnify us for claims
by third parties including, without limitation, claims by vendors and prospective target businesses.
In
the event that the proceeds in the Trust Account are reduced below the lesser of (i)$10.00 per Public Share and (ii)the actual
amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public
Share due to reductions in the value of the Trust Account assets, in each case less taxes payable, if any, and (y) up to $100,000 for
dissolution expenses, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor
to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf
against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their
business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the
independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome
is not likely. Accordingly, we cannot assure our Public Shareholders that due to claims of creditors the actual value of the per-shareredemption
price will not be less than $10.00 per Public Share.
17
We
seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to
have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable
as to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act.
As of December 31, 2025, we had access to up to approximately $954,585 from the proceeds of the Initial Public Offering held outside
of the Trust Account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation,
currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that
the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims
made by creditors.
If
we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,
the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims
deplete the Trust Account, we cannot assure our Public Shareholders we will be able to return $10.00 per Public Share to our Public Shareholders.
Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us
that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency
laws as either a preferential transfer or a fraudulent conveyance, preference or disposition. As a result,
a liquidator or bankruptcy or other court could seek to recover some or all amounts received by our shareholders. Furthermore, our Board
of Directors may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby
exposing itself and our Company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing
the claims of creditors. We cannot assure our shareholders that claims will not be brought against us for these reasons.
Our
Public Shareholders are entitled to receive funds from the Trust Account only (i)in the event of the redemption of our Public Shares
if we do not complete our initial Business Combination within the Combination Period, (ii)in connection with a shareholder vote
to amend our Amended and Restated Articlesto modify (x) the substance or timing of our obligation to allow redemption in connection
with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within
the Combination Period or (y) any other material provisions relating to shareholders rights or pre-initialBusiness Combination
activity or (iii)if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination,
subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed Business
Combination. In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account. In
the event we seek shareholder approval in connection with our initial Business Combination, a Public Shareholders voting in connection
with the Business Combination alone will not result in a Public Shareholders redeeming its Public Shares to us for an applicable
pro rata share of the Trust Account. Such Public Shareholder must have also exercised its redemption rights described above. These provisions
of our Amended and Restated Articles, like all provisions of our Amended and Restated Articles, may be amended with a shareholder vote.
Competition
In
identifying, evaluating and selecting a target business for our initial Business Combination, we encounter competition from other entities
having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies
and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying
and effecting Business Combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical,
human and other resources than us. Our ability to acquire larger target businesses is limited by our available financial resources. This
inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash
in connection with our Public Shareholders who exercise or are forced to exercise their redemption rights may reduce the resources available
to us for our initial Business Combination and our issued and outstanding Warrants, and the future dilution they potentially represent,
may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully
negotiating an initial Business Combination.
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Employees
We
currently have four officers: Daniel Freifeld, Craig Perry, William Weir and Powers Spencer. These individuals are not obligated to devote
any specific number ofhours to our matters, but they devote as much of their time as they deem necessary to our affairs until we
have completed our initial Business Combination. The amount of time they will devote in any time period varies based on whether a target
business has been selected for our initial Business Combination and the stage of the Business Combination process we are in. We do not
intend to have any full time employees prior to the completion of our initial Business Combination.
Periodic
Reporting and Financial Information
We
have registered our Units, Public Shares and Public Warrants under the ExchangeAct and have reporting obligations, including the
requirement that we file annual, quarterly and current reports with the SEC.In accordance with the requirements of the ExchangeAct,
our annual reports, including this Report, contain financial statements audited and reported on by Withum, our independent registered
public accounting firm. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange
Act prior or subsequent to the consummation of our initial Business Combination
We
will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials
or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements
will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial
statements may be required to be audited in accordance with the standards of the PCAOB.These financial statement requirements may
limit the pool of potential target businesses we may conduct an initial Business Combination with because some targets may be unable
to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial
Business Combination within the prescribed time frame. We cannot assure our shareholders that any particular target business identified
by us as a potential Business Combination candidate will have financial statements prepared in accordance with the requirements outlined
above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined
above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may
limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material.
We
are required to evaluate our internal control procedures for the fiscal year ending December31, 2026 as required by the Sarbanes-OxleyAct.
Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions
of the Sarbanes-OxleyAct regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-OxleyAct may increase the time and costs necessary to complete any such Business Combination.
We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied
for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section6 of the Tax Concessions
Act (Revised) of the Cayman Islands, for a period of 30years from the date of the undertaking, no law that is enacted in the Cayman
Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition,
that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will
be payable (i)on or in respect of our Ordinary Shares, debentures or other obligations or (ii)by way of the withholding in
whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal
or interest or other sums due under a debenture or other obligation of us.
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We
are an emerging growth company, as defined in Section2(a)of the Securities Act, as modified by the JOBS Act.
As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor
attestation requirements of Section404 of the Sarbanes-OxleyAct, reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-bindingadvisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities
less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more
volatile.
In
addition, Section107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended
transition period provided in Section7(a)(2)(B)of the Securities Act for complying with new or revised accounting standards.
In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to continue to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1)the lastday of the fiscal year (a)following September
22, 2030, (b)in which we have total annual gross revenue of at least $1.235billion, or (c)in which we are deemed to
be a large accelerated filer, which means the market value of our ClassA Ordinary Shares that are held by non-affiliatesexceeds
$700million as of the prior June30, and (2)the date on which we have issued more than $1.0billion in non-convertibledebt
securities during the prior three-yearperiod.
We
are also a smaller reporting company as defined in Item10(f)(1)of RegulationS-K.Smaller reporting
companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only twoyears
of audited financial statements. We will remain a smaller reporting company until the lastday of the fiscal year in which (1)the
market value of our ClassA Ordinary Shares held by non-affiliatesequals or exceeds $250million as of the end of that
years second fiscal quarter, or (2)our annual revenues equaled or exceeded $100million during such completed fiscal
year and the market value of our ClassA Ordinary Shares held by non-affiliatesexceeds $700million as of the end of
that years second fiscal quarter.
In
addition, prior to the consummation of a Business Combination, only holders of our ClassB Ordinary Shares have the right to vote
on (i) the appointment or removal of directors and (ii) an amendment to continue our existence in a jurisdiction outside of the Cayman
Islands. As a result, Nasdaq considers us to be a controlled company within the meaning of Nasdaq corporate governance
standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors
is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate
governance requirements. We currently do not intend to rely on the controlled company exemption, but may do so in the future.
Accordingly, if we choose to do so, our shareholders will not have the same protections afforded to shareholders of companies that are
subject to all of the Nasdaq corporate governance requirements.
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Item
1A. Risk Factors.
As
a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However,
the following are brief descriptions of material risks, uncertainties and other factors that could have a material effect on us and our
operations:
Risks
Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
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we
are a blank check company with no operating history and no revenues, and our shareholders have a limited basis on which to evaluate
our ability to achieve our business objective, completing an initial Business Combination; | |
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we
may not be able to complete our initial Business Combination, within the Combination Period, in which case we would liquidate and
redeem our Public Shares; | |
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we
may seek Business Combination opportunities with a high degree of complexity that require significant operational improvements, which
could delay or prevent us from achieving our desired results; | |
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we
may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of
a target business, which could compel us to restructure or abandon a particular Business Combination; | |
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we
may issue our Ordinary Shares to our shareholders in connection with our initial Business Combination at a price that is less than
the prevailing market price of our Ordinary Shares at that time; | |
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our
Public Shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold
a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial Business Combination
even though a majority of our Public Shareholders do not support such a combination; | |
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as
the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive
targets, or such attractive targets may not be interested in consummating a Business Combination with a SPAC due to a negative public
perception of mergers involving SPACs. This could increase the cost of our initial Business Combination and could even result in
our inability to find a target or to consummate an initial Business Combination; | |
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we
may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete
our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability; | |
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we
may engage one or more of the Underwriters or one of their respective affiliates to provide additional services to us after the Initial
Public Offering, which may include acting as mergers and acquisitions advisor in connection with an initial Business Combination
or as placement agent in connection with a related financing transaction. The Underwriters are entitled to receive the Deferred Fee
that will be released from the Trust Account only upon completion of an initial Business Combination. These financial incentives
may cause the Underwriters to have potential conflicts of interest in rendering any such additional services to us after the Initial
Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination; | |
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we
may attempt to complete our initial Business Combination with a private company about which little information is available, which
may result in a Business Combination with a company that is not as profitable as we suspected, if at all; | |
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resources
could be wasted on researching Business Combinations targets that are not completed, which could materially adversely affect subsequent
attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the
Combination Period, our Public Shareholders may receive only the Redemption Price, or less than such amount in certain circumstances,
on the liquidation of our Trust Account and our Warrants will expire worthless; | |
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recent
fluctuations in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate
an initial Business Combination; | |
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military
or other conflicts and other disruptions to the equity or debt capital markets, including as a result of inflation in the UnitedStates
and elsewhere, may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial
condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination; | |
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changes
in laws or regulations (including the adoption of policies by governing administrations), or a failure to comply with any laws and
regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination,
and results of operations; | |
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certain
agreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval; | |
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changes
in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search
for an initial Business Combination target or the performance or business prospectsof a post-Business Combination company; | |
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adverse
developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance
by financial institutions, could adversely affect our business, financial condition or results of operations, or our Business Combination
prospects; | |
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cyber
incidents or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or
financial loss, as well as impact our ability to consummate an initial Business Combination; | |
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if
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance
requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination; | |
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if
we seek shareholder approval of our initial Business Combination, our Sponsor and Management Team have agreed to vote in favor of
such initial Business Combination, regardless of how our Public Shareholders vote. As such, under certain circumstances, we may not
need any Public Shares in addition to Founder Shares to be voted in favor of our initial Business Combination to approve an initial
Business Combination; | |
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our
Public Shareholders only opportunity to effect their investment decision regarding a potential Business Combination may be
limited to the exercise of their right to redeem their Public Shares from us for cash; | |
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the
ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential
Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target; | |
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the
ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares and the payment
of the Deferred Fee may not allow us to complete the most desirable Business Combination or optimize our capital structure, and may
materially dilute Public Shareholders investment in us; | |
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the
ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares could increase
the probability that our initial Business Combination would be unsuccessful and that our Public Shareholders would have to wait for
liquidation in order to redeem their Public Shares; | |
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the
requirement that we complete our initial Business Combination within the Combination Period may give potential target businesses
leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential
Business Combination targets, in particular as we approach the end of the Combination Period, which could undermine our ability to
complete our initial Business Combination on terms that would produce value for our shareholders; | |
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we
may decide not to extend the Combination Period, in which case we would liquidate and redeem our Public Shares, and the Warrants
would be worthless; | |
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if
we seek shareholder approval of our initial Business Combination, our Sponsor, directors, officers and their respective affiliates
may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed Business
Combination and reduce the public float of our Public Shares or Public Warrants; | |
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if
a Public Shareholder fails to receive notice of our offer to redeem their Public Shares in connection with our initial Business Combination,
or fails to comply with the procedures for submitting or tendering their Public Shares, such Public Shares may not be redeemed; | |
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our
Public Shareholders will not be entitled to protections normally afforded to shareholders of other blank check companies subject
to Rule419 of the Securities Act; | |
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if
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules,
and if a shareholder or a group of shareholders are deemed to hold in excess of 15% of our Class A Ordinary Shares,
they may lose the ability to redeem all such Public Shares in excess of 15% of our ClassA Ordinary Shares; | |
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because
of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us
to complete our initial Business Combination. If we are unable to complete our initial Business Combination, our Public Shareholders
may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders,
and our Warrants will expire worthless; | |
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if
the net proceeds of the Initial Public Offering and Private Placement not being held in the Trust Account are insufficient to allow
us to operate for at least the duration of the Combination Period, it could limit the amount available to fund our search for a target
business or businesses and complete our initial Business Combination, and we will depend on loans from our Sponsor or Management
Team to fund our search and to complete our initial Business Combination; | |
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our
search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination,
may be materially adversely affected by current global geopolitical conditions; | |
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if
we are unable to consummate our initial Business Combination within the Combination Period, our Public Shareholders may be forced
to wait beyond September 22, 2027, before redemption from our Trust Account; | |
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we
may not hold an annual general meeting until after the consummation of our initial Business Combination, which could delay the opportunity
for our Public Shareholders to discuss company affairs with Management, and the holders of our Class A Ordinary Shares will not have
the right to vote on the appointment or removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands
until after the consummation of our initial Business Combination; | |
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since
only holders of our ClassB Ordinary Shares have the right to vote on the appointment of directors prior to the consummation
of the initial Business Combination, Nasdaq considers us to be a controlled company within the meaning of the Nasdaq
Rules and, as a result, we may qualify for exemptions from certain corporate governance requirements; | |
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our
Sponsor controls the appointment of our Board of Directors until consummation of our initial Business Combination and holds a substantial
interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial Business Combination and
may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that our Public Shareholders do
not support; | |
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because
we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses
with which to pursue our initial Business Combination, our shareholders are unable to ascertain the merits or risks of any particular
target business operations; | |
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we
may seek Business Combination opportunities in industries or sectors that may be outside of our Managements areas of expertise; | |
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although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we
may enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the
target business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general
criteria and guidelines; | |
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we
are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly
renders valuation opinions, and consequently, our shareholders may have no assurance from an independent source that the price we
are paying for the business is fair to our shareholders from a financial point of view; | |
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we may issue additional Class A Ordinary Shares or preference shares
to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination.
We may also issue Class A Ordinary Shares upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time of
our initial Business Combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest
of our shareholders and likely present other risks; | |
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unlike
some other similarly structured SPACs, our Sponsor, officers and directors will receive additional Class A Ordinary Shares if we
issue certain shares to consummate an initial Business Combination; | |
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we
may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated
with our Sponsor, officers, directors or existing holders, which may raise potential conflicts of interest; | |
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we
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us; | |
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we
may only be able to complete one Business Combination with the proceeds of the Initial Public Offering and the Private Placement,
which will cause us to be solely dependent on a single business, and which may have a limited number of products or services. This
lack of diversification may negatively impact our operations and profitability; | |
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we
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
our initial Business Combination when a substantial majority of our Public Shareholders do not agree; | |
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because
we must furnish our shareholders with financial statements of our Business Combination target, we may lose the ability to complete
an otherwise advantageous initial Business Combination with some prospective target businesses; | |
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compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require
substantial financial and management resources, and increase the time and costs of completing an initial Business Combination; | |
Risks
Relating to the Post-Business Combination Company
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the
share price of the post-Business Combination company may be less than the Redemption Price of our Public Shares; | |
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the
officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The loss of a
Business Combination targets key personnel could negatively impact the operations and profitability of ourpost-combinationbusiness; | |
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subsequent
to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and the price of
our securities, which could cause our shareholders to lose some or all of their investment; | |
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our
Management may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance
that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to
profitably operate such business; | |
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we
may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business
Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company; | |
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our
initial Business Combination and our structure thereafter may not be tax-efficient to our shareholders and Warrant holders. As a
result of our Business Combination, our tax obligations may be more complex, burdensome and/or uncertain; | |
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Risks
Relating to Acquiring or Operating a Business in Foreign Countries
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we
may not be able to complete an initial Business Combination because such initial Business Combination may be subject to regulatory
review and approval requirements, including foreign investment regulations and review by government entities such as the Committee
on Foreign Investment in the UnitedStates, or may be ultimately prohibited; | |
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if
our initial Business Combination involves a company organized under the laws of a state of the United States (or any subdivision
thereof), the Excise Tax could be imposed on us in connection with redemptions of our Ordinary Shares after or in connection
with such initial Business Combination; | |
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if
we effect our initial Business Combination with a company located outside of the United States, we would be subject to a variety
of additional risks that may adversely affect us; | |
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we may reincorporate in, or transfer by way of continuation to, another
jurisdiction, which may result in taxes imposed on our shareholders or Warrant holders; | |
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we
may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial Business Combination,
and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our
legal rights; | |
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we
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk ofnon-compliance; | |
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if
our Management following our initial Business Combination is unfamiliar with United States securities laws, they may have to expend
time and resources becoming familiar with such laws, which could lead to various regulatory issues; | |
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exchange
rate fluctuations and currency policies may cause a target business ability to succeed in the international markets to be
diminished; | |
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after
our initial Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our
revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject,
to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate; | |
Risks
Relating to our Management Team
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our
officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to
how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial
Business Combination; | |
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changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us
to negotiate and complete an initial Business Combination; | |
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we
may not have sufficient funds to satisfy indemnification claims of our directors and officers; | |
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past
performance by our Management Team, our Board and their respective affiliates, including investments and transactions in which they
have participated and businesses with which they have been associated, may not be indicative of future performance of an investment
in our Company; | |
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we
are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial
Business Combination, could adversely affect our ability to operate; | |
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our
ability to successfully effect our initial Business Combination and to be successful thereafter is dependent upon the efforts of
our key personnel, some of whom may join us following our initial Business Combination. The loss of key personnel could negatively
impact the operations and profitability of our post-combinationbusiness; | |
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our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination,
and a particular Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements
may provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts
of interest in determining whether a particular Business Combination is the most advantageous; | |
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our
officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to
other entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time
and in determining to which entity a particular business opportunity should be presented; | |
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members
of our Management Team and Board of Directors have significant experience as founders, board members, officers, executives or employees
of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other
proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability
to consummate an initial Business Combination; | |
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members
of our Management Team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental
investigations unrelated to our business; | |
Risks
Relating to our Securities and Shareholder Rights
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to
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any
time (based on our Management Teams ongoing assessment of all factors related to our potential status under the Investment
Company Act), instruct the trustee to liquidate theinvestmentsheld in the Trust Account and instead to hold the funds
in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial
Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we will likely
receive less interest on the funds held in the Trust Account than we would have had the Trust Account remained as initially invested,
such that our Public Shareholders would receive less upon any redemption or liquidation of our Company than what they would have
received had the investments not been liquidated; | |
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our
Public Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon
redemption of their Public Shares; | |
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if
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and theper-shareredemption
amount received by Public Shareholders may be less than the Redemption Price; | |
|
|
|
our
directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds
in the Trust Account available for distribution to our Public Shareholders; | |
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|
the
securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the
interest income available for payment of taxes or reduce the value of the assets held in the Trust Account such that the per-share
redemption amount received by Public Shareholders may be less than the Redemption Price; | |
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|
if,
before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or
an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding
may have priority over the claims of our shareholders and theper-share amount that would otherwise be received by our Public
Shareholders in connection with our liquidation may be reduced; | |
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|
if,
after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or
an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a liquidator or a bankruptcy, insolvency
or other court may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their
fiduciary duties to us or our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages; | |
|
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|
an
active market for our public securities may not continue, which would adversely affect the liquidity and price of our securities,
and our shareholders may have limited liquidity and trading; | |
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|
since
our Sponsor, directors and officers and any other holder of our Founder Shares will lose their entire investment in us if our initial
Business Combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial
Public Offering), and because our Sponsor, officers and directors and any other holder of our Founder Shares may profit substantially
even under circumstances in which our Public Shareholders would experience losses in connection with their investment, a conflict
of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination; | |
|
|
|
the
value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the
nominal price paid for them, even if the trading price of our Public Shares at such time is substantially less than the Redemption
Price; | |
|
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|
Nasdaq
may delist our securities from trading on its exchange, which could limit our shareholders ability to make transactions in
our securities and subject us to additional trading restrictions; | |
26
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|
our
Public Shareholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.
Therefore, to liquidate their investment, they may be forced to sell their Public Shares or Public Warrants, potentially at a loss; | |
|
|
|
our
Sponsor paid an aggregate of $25,000, or approximately $0.004 per Founder Share and, accordingly, our Public Shareholders experience
immediate and substantial dilution from the purchase of our ClassA Ordinary Shares; | |
|
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|
the
nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of the
Public Shares upon the consummation of our initial Business Combination, and our Sponsor is likely to make a substantial profit on
its investment in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading
price of our Ordinary Shares to materially decline; | |
|
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|
because
we are incorporated under the laws of the Cayman Islands, our shareholders may face difficulties in protecting their interests, and
their ability to protect their rights through the U.S.Federal courts may be limited; | |
|
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|
after
our initial Business Combination, it is possible that a majority of our directors and officers will live outside the UnitedStates
and all of our assets will be located outside the UnitedStates; therefore, shareholders may not be able to enforce federal
securities laws or their other legal rights; | |
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|
provisions
in our Amended and Restated Articles may inhibit a takeover of us, which could limit the price investors might be willing to pay
in the future for our ClassA Ordinary Shares and could entrench Management; | |
|
|
|
our
Amended and Restated Articles provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between
us and our shareholders, which could limit our shareholders ability to obtain a favorable judicial forum for complaints against
us or our directors, officers or employees; | |
|
|
|
whether
a redemption of Public Shares will be treated as a sale of such ClassA Ordinary Shares for U.S.federal income tax purposes
will depend on a shareholders specific facts; | |
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|
we
may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the
holders of at least 50% of the then outstanding Public Warrants. As a result, the exercise price of the Public Warrants could be
increased, the exercise period could be shortened and the number of ClassA Ordinary Shares purchasable upon exercise of a Public
Warrant could be decreased, all without shareholder approval; | |
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|
the
Warrant Agreement designatesthe courts of the State of NewYork or the UnitedStates District Court for the Southern
District of NewYork as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders
of our Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company; | |
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a
provision of the Warrant Agreement may make it more difficult for us to consummate an initial Business Combination; | |
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|
our
Warrants may have an adverse effect on the market price of our Class A Ordinary Shares and make it more difficult to effectuate our
initial Business Combination; | |
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|
because
each Unit containsone-third of one Warrant and only a whole Warrant may be exercised, the Units may be worth less than units
of other SPACs; | |
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|
Warrant
holders will not be permitted to exercise their Warrants unless we register and qualify the underlying Class A Ordinary Shares or
certain exemptions are available; | |
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holders
may only be able to exercise Public Warrants on a cashless basis under certain circumstances, and if they do so, they
will receive fewer ClassA Ordinary Shares from such exercise than if they were to exercise such Public Warrants for cash; | |
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|
holders
of Class A Ordinary Shares are not entitled to vote on continuing our Company in a jurisdiction outside of the Cayman Islands; | |
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|
the
grant of registration rights to our Sponsor, BTIG and other holders of our Private Placement Warrants may make it more difficult
to complete our initial Business Combination, and the future exercise of such rights may adversely affect the market price of our
ClassA Ordinary Shares; | |
27
|
|
|
we
may be a passive foreign investment company, which could result in adverse United States federal income tax consequences to our U.S.
shareholders; and | |
|
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|
we
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage
of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could
make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. | |
For
more detailed descriptions of these and other risks relating to our Company, see the section titled Risk Factors contained
in our (i) IPO Registration Statement and (ii) the 2025 Third Quarter Form 10-Q. As of the date of this Report, there have been no material
changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result
in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known
to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose
changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
*Our
search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination,
may be materially adversely affected by current global geopolitical conditions and armed conflicts in the Ukraine and Russia and in the
Middle East between United States, Israel and Iran and others, as well as by other events that are outside of our control.*
Our
ability to find a potential target business and the business of any company with which we may consummate a Business Combination could
be materially and adversely affected by events that are outside of our control. For example, UnitedStates and global markets have
experienced and may continue to experience volatility and disruption following the geopolitical instability resulting from the ongoing
Russia-Ukraine conflict and the recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and
others. Recent hostilities between the United States, Israel and Iran and others have caused significant disruption in the normal flow
of oil, refined petroleum products and related commodities, with consequent price rises and associated economic volatility. In response
to such conflicts, the North Atlantic Treaty Organization (NATO) deployed additional military forces to eastern Europe,
and the UnitedStates, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive
actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the
Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the UnitedStates,
have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will
undertake military strikes in locations related to the conflicts, including but not limited to Iran, and there have been retaliatory
military responses, increasing geopolitical tensions among a number of nations.
The
invasion of Ukraine by Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle
East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the UnitedStates,
the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that
could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts and geopolitical
turmoil are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit
and capital markets, as well as supply chain interruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks
against U.S.companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and
lead to instability and lack of liquidity in capital markets.
Similarly,
other events outside of our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19
pandemic) may arise from time to time, and any such events may cause significant volatility and declines in the global markets and have
disproportionate impacts to certain industries or sectors and disruptions to commerce (including economic activity, travel and supply
chain), and may adversely affect the global economy or capital markets.
Any
of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting
from the Russian invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle
East and Southwest Asia and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination
and any target business with which we may ultimately consummate an initial Business Combination.
The
extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could
be substantial, particularly if current or new sanctions continue for an extended period of time, if geopolitical tensions result in
expanded military operations on a global scale or if there are disruptions in the supply of oil or other commodities.
Any
such disruptions may also have the effect of heightening many of the other risks described in this Item. If these disruptions or other
matters of global concern continue for an extensive period of time, our ability to consummate an initial Business Combination, or the
operations of a target business with which we may ultimately consummate an initial Business Combination, may be materially adversely
affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity or debt financing, which
may be impacted by these and other events, including as a result of increased market volatility or decreased availability of third-party
financing on acceptable terms or at all.
28
*Military
or other conflicts in Ukraine, between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia
or other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations
or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.*
Military
or other conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other
armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial
condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions
and economic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an
initial Business Combination on acceptable commercial terms, or at all.
Item 1B. Unresolved Staff Comments.
Not
applicable.
Item 1C. Cybersecurity.
Although, as a blank check company, we do not have any operations, we are nonetheless subject to the risk of cybersecurity incidents. Among other things, the investments in our Trust Account and bank deposits may be vulnerable to such incidents, and we may depend on the digital technologies of third parties. We and third parties may be subject to cybersecurity attacks or security breaches. To the extent that we rely on the technologies of third parties, we depend upon the personnel and the processes of such third parties to protect against cybersecurity incidents, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, our Management Team will report to the Audit Committee and provide updates on the Management Teams incident response plan for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss. We have not encountered any cybersecurity incidents since our Initial Public Offering. In addition to our own cybersecurity risks, any proposed Business Combination target, may have been subject to, or may in the future be subject to, cybersecurity incidents.
Item
2. Properties.
Our
executive offices are located at 818 18th Avenue South, Suite 925, Nashville, Tennessee, and our telephone number is (202)866-0901.
The cost for our use of this space is included in the $10,000 per month fee we pay to our Sponsor for certain office space, utilities
and secretarial and administrative support, pursuant to the Administrative Services Agreement. We consider our current office space adequate
for our current operations.
Item
3. Legal Proceedings.
To
the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers
or directors in their capacity as such, or against any of our property.
Item
4. Mine Safety Disclosures.
Not
applicable.
29
PART
II
Item
5. Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
|
|
(a) |
Market
Information | |
Our
Units, Public Shares and Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols LATAU, LATA
and LATAW, respectively. Our Units commenced public trading on September 19, 2025, and our Public Shares and Public Warrants
commenced separate public trading on November 10, 2025.
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|
(b) |
Holders | |
On March 26, 2026, there was one holder of record of our Units, one
holder of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares and three holders of record of our
Warrants.
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(c) |
Dividends | |
We
have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our
initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends
subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our
Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further,
if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by
restrictive covenants we may agree to in connection therewith.
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|
(d) |
Securities
Authorized for Issuance Under Equity Compensation Plans | |
None.
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(e) |
Performance
Graph | |
As
a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e).
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(f) |
Recent
Sales of Unregistered Securities | |
Simultaneously
with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the
sale of an aggregate of 5,300,000 Private Placement Warrants to the Sponsor BTIG in the Private Placement at a purchase price of $1.00
per Private Placement Warrant, generating gross proceeds to us of $5,300,000. Of those 5,300,000 Private Placement Warrants, the Sponsor
purchased 3,575,000 Private Placement Warrants and BTIG purchased 1,725,000 Private Placement Warrants. The Private Placement Warrants
are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions
were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act.
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|
(g) |
Use
of Proceeds | |
For
a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our 2025
Third Quarter 10-Q. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement
as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
|
|
(h) |
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers | |
There
were no purchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.
Item
6. [Reserved]
30
Item
7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary
Note Regarding Forward-Looking Statements
All
statements other than statements of historical fact included in this Report including, without limitation, statements under this Item
regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives
of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. When used in this Report, words such as may, should, could, would,
anticipate, believe, estimate, expect, intend and similar expressions,
as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Managements
current expectations and projections about future events, as well as assumptions made by, and information currently available to our
Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in our filings with the 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.
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto included elsewhere in this Report.
Overview
We
are a blank check company incorporated in the Cayman Islands on June 20, 2025, for the purpose of effecting a Business Combination. Our
Sponsor is Galata Acquisition SponsorII, LLC.
Although
we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the
Business Combination, we are focusing our search on the energy, financial technology (fintech), real estate, and technology
sectors, although we may pursue an acquisition opportunity in any business, industry, sector or geographical location. We are
focusing on industries that complement our Management Teams background, and to capitalize on the ability of our Management
Team to identify and acquire a business. We are an early stage and emerging growth company and, as such, we are subject to all of
the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit
of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.
Our
IPO Registration Statement became effective on September 18, 2025. On September 22, 2025, we consummated our Initial Public Offering
of 17,250,000 Units, including 2,250,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Unit consists
of one Public Share and one-third of one Public Warrant. The Units were sold at a price of $10.00 per Unit, generating gross proceeds
to us of $172,500,000.
Simultaneously
with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the
sale of an aggregate of 5,300,000 Private Placement Warrants to the Sponsor and BTIG in the Private Placement at a purchase price of
$1.00 per Private Placement Warrant, generating gross proceeds to us of $5,300,000. Of those 5,300,000 Private Placement Warrants, the
Sponsor purchased 3,575,000 Private Placement Warrants and BTIG purchased 1,725,000 Private Placement Warrants. The Private Placement
Warrants are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement.
Following
the closing of the Initial Public Offering and Private Placement, an amount of $172,500,000 from the net proceeds of the Initial Public
Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as
trustee. Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning
set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company
that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7
of the Investment Company Act, or (iii) as cash or cash items (including in demand deposit accounts) at a bank as determined by us, until
the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.
We
have until September 22, 2027 (24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board
may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business
Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem
the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including
interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number
of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each
case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
31
We
may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended
and Restated Articles. Any such amendment would require the approval of our shareholders and our Public Shareholders will be provided
the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will
decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In
addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the
Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of
trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor
entity, which may result in a change to our Management Team.
Results
of Operations
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since June 20, 2025 (inception) through
December 31, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying
and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate
any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form
of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses
as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well
as for due diligence expenses.
For
the period from June 20, 2025 (inception) through December 31, 2025, we had a net income of $1,534,988, which consists of interest income
on marketable securities held in the Trust Account of $1,816,692, partially offset by general and administrative fees of $281,704.
Liquidity,
Capital Resources and Going Concern
Following
the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $172,500,000
was initially placed in the Trust Account. We incurred costs of $10,060,403, consisting of $3,450,000 of cash underwriting fee, the Deferred
Fee of $6,037,500 and $572,903 of other offering costs.
For
the period from June 20, 2025 (inception) through December 31, 2025, cash used in operating activities was $365,659. Net income of $1,534,988
was affected by formation costs paid by the Sponsor in exchange for the issuance of the Founder Shares of $14,675, payment of general
and administrative costs through the IPO Promissory Note of $42,178 and interest earned on marketable securities held in Trust Account
of $1,816,692. Changes in operating assets and liabilities used $140,808 of cash for operating activities.
As
of December 31, 2025, we had marketable securities held in the Trust Account of $174,316,692 (including $1,816,692 of interest income)
consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes,
if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned
on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination.
To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the
remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,
make other acquisitions and pursue our growth strategies.
To
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases
the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Teams ongoing assessment
of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held
in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a
bank.
As
of December 31, 2025, we had cash held outside of the Trust Account of $954,585. We use the funds held outside the Trust Account primarily
to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,
plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material
agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Our
liquidity needs through December 31, 2025 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for
the issuance of our Founder Shares, (ii) a loan pursuant to the IPO Promissory Note and (iii) the net proceeds from the consummation
of the Initial Public Offering and the Private Placement held outside the Trust Account.
32
*IPO
Promissory Note*
Prior
to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 to be used for a portion
of the expenses of the Initial Public Offering pursuant to the IPO Promissory Note. The loan was non-interest bearing, unsecured and
due at the closing of the Initial Public Offering. On September 24, 2025, we repaid the total outstanding balance of the IPO Promissory
Note amounting to $202,680. Borrowings under the IPO Promissory Note are no longer available.
*Working
Capital Loans*
In
order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain
of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required. If
we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close,
we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from
our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the
post-Business Combination entity at a price of $1.00 per unit. The warrants would be identical to the Private Placement Warrants. Other
than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such Working Capital Loans. As of December 31, 2025, we did not have any borrowings under any Working Capital Loans.
**
We
do not believe we will need to raise additional funds to meet the expenditures required for operating our business. However, if our estimate
of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than
the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.
Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem
a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities
or incur debt in connection with such Business Combination.
**
*Contractual
Obligations*
**
We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:
**
*Administrative
Services Agreement*
Commencing
on September 18, 2025, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor $10,000 per month
for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the period
from June 20, 2025 (inception) through December 31, 2025, we incurred $34,000, in fees for these services, of which such amount is included
in accrued expenses in the balance sheet of the financial statements included in this Report under Item 1. Financial Statements.
**
*Underwriting
Agreement*
We
granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Option
Units to cover over-allotments, if any. On September 22, 2025, the Underwriters fully exercised their Over-Allotment Option.
Pursuant
to the Underwriting Agreement, the Underwriters are entitled to the Deferred Fee of up to $0.35 per Unit, or up to $6,037,500 in the
aggregate, payable to the representative on behalf of the Underwriters only upon the consummation of an initial Business Combination.
The Deferred Fee will be payable to the underwriters upon the closing of the initial Business Combination in two portions, as follows:
(i) $0.15 per Unit sold in the Initial Public Offering shall be paid to the underwriters in cash, and (ii) up to $0.20 per Unit sold
in the Initial Public Offering shall be paid to the Underwriters in cash, based on the funds remaining in the Trust Account after giving
effect to Public Shares that are redeemed in connection with an initial Business Combination.
*Registration
Rights Agreement*
The
holders of (i) the Founder Shares, (ii) the Private Placement Warrants and (iii) any private placement-equivalent warrants issued in
connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled
to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case
of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled
to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggyback
registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights
to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. BTIG may only make a demand on one
occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, BTIG may
participate in a piggyback registration only during the seven-year period beginning on the effective date of the IPO Registration
Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.
33
*Letter
Agreement*
Our
Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating
distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination
within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled
to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination
within the Combination Period.
Additionally,
pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles
to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to
redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other
material provisions relating to shareholders rights or pre-initial Business Combination activity, unless we provide our Public
Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
Pursuant
to the Letter Agreement entered into with us, each of our Sponsor, directors and officers have agreed to a lock-up and restrictions on
their ability to transfer, assign, or sell the Founder Shares and Private Placement Warrants and securities underlying the Private Placement
Warrants. Further, the Sponsor membership interests are locked up and not transferable because the Letter Agreement prohibits indirect
transfers. Our Letter Agreement may be amended without shareholder approval. Such transfer restrictions have been amended in connection
with Business Combinations for certain other SPACs. While we do not expect our Board to approve any amendment to the Letter Agreement
prior to our initial Business Combination, it may be possible that our Board, in exercising its business judgment and subject to its
fiduciary duties, chooses to approve one or more amendments to the Letter Agreement.
Critical Accounting
Estimates
The
preparation of the financial statements and notes thereto included elsewhere in this Report in conformity with GAAP requires Management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure
of contingent assets and liabilities, in our financial statements. These accounting estimates require the use of assumptions about matters,
some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various
other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and
we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our financial statements
and notes thereto included elsewhere in this Report could be materially affected. We believe that the following accounting policies involve
a higher degree of judgment and complexity. As of December 31, 2025, we did not have any critical accounting estimates to be disclosed.
Recent Accounting
Standards
In
November2023, the FASB issued ASU Topic 2023-07, Segment reporting (Topic280): Improvements to Reportable Segment
Disclosures (ASU2023-07). The amendments in ASU2023-07 require disclosures, on an annual and interim
basis, of significant segment expenses that are regularly provided to the chief operating decision maker (CODM), as well
as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU2023-07 requires
that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s)of
segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide
all annual disclosures currently required by FASB ASC Topic 280, Segment Reporting (ASC280). in interim
periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in ASU2023-07
and existing segment disclosures in ASC 280. ASU2023-07 is effective for fiscalyears beginning after December15, 2023,
and interim periods within fiscalyears beginning after December15, 2024, with early adoption permitted. We adopted ASU 2023-07
on June 20, 2025, the date of our incorporation.
Management
does not believe that there are any other recently issued, but not yet effective, accounting standards, which, if currently adopted,
would have a material effect on the financial statements and notes thereto included in this Report.
Item
7A. Quantitative and Qualitative Disclosures about Market Risk.
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this Item.
Item 8. Financial Statements and Supplementary Data.
Reference
is made to pages F-1 through F-20 comprising a portion of this Report, which are incorporated herein by reference.
34
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item
9A. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under
the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SECs
rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated
and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of
the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective
as of December 31, 2025.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
Managements
Annual Report on Internal Control over Financial Reporting
This
Report does not include a report of Managements assessment regarding internal control over financial reporting or an attestation
report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Changes
in Internal Control over Financial Reporting
Not
applicable.
Item
9B. Other Information.
Trading
Arrangements
During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule16a-1(f) promulgated under theExchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement, as each term is defined in Item408(a)ofRegulation S-K.
Additional
Information
None.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not
applicable.
35
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
Directors
and Executive Officers
As
of the date of this Report, our directors and officers are as follows:
|
Name |
|
Age |
|
Position | |
|
Daniel
Freifeld |
|
45 |
|
Chairman
of the Board and Chief Investment Officer | |
|
Craig
Perry |
|
46 |
|
Chief
Executive Officer | |
|
William
Weir |
|
45 |
|
President
and Chief Operating Officer | |
|
Powers
Spencer |
|
31 |
|
Chief
Financial Officer | |
|
Douglas
Lute |
|
73 |
|
Independent
Director | |
|
Agostina
Nieves |
|
41 |
|
Independent
Director | |
|
Andy
Abell |
|
54 |
|
Independent
Director | |
The
experience of our directors and executive officers is as follows:
Daniel
Freifeldhas served as our director and Chief Investment Officer since inception and our Chairman since our securities begin
trading on Nasdaq.Mr.Freifeld serves as a member of the board of directors of Marti Technologies, Inc. (NYSE:MRT)
since July2023. Mr.Freifeld is the founder of Callaway Capital Management, LLC (Callaway) and serves as the
firms Chief Investment Officer. Prior to founding Callaway in 2013, Mr.Freifeld served as Senior Advisor to the Special
Envoy for Eurasian Energy at the U.S.Department of State, where he was responsible for oil and gas issues in Iraq, Turkey, Russia,
and the eastern Mediterranean and as a program coordinator for the Near East South Asia Center at the U.S.Department of Defense,
working in more than ten Middle Eastern countries. He has been an associate of the Geopolitics of Energy Project at Harvard University
and a term member of the Council on Foreign Relations and is a member of the state bars of Massachusetts and the District of Columbia.
He speaks Turkish and French and conversational Arabic, Farsi, and Spanish and holds a bachelors degree in political science summa
cum laude from Emory University and a juris doctor from NewYork University School of Law. We believe Mr.Freifeld is qualified
to be a member of our Board of Directors because of his financial experiences and experience in serving public company board of directors.
Craig
Perryhas served as our Chief Executive Officer since inception. Craig Perry is a Managing Director at Callaway since July 2024,
with primary responsibility for managing investment positions across credit and equities on behalf of Callaways flagship fund.
Prior to joining Callaway in July 2024, Mr.Perry was the founder of Alpine Summit Energy Partners (Alpine), an oil
and gas operator, which he grew to an eventual listing on the Nasdaq, serving as the Chairman and CEO from January 2017 to September
2023 and focused on managing his investment portfolio from September 2023 to July 2024. In July 2023, Alpine filed for chapter 11 bankruptcy
on a confluence of factors including unplanned facility outages, falling natural-gasprices and scarcer financing from more socially
conscious lenders. Prior to his time at Alpine, he was a Managing Director at Panning Capital, where he oversaw investments across the
capital structure with a focus on financials and real estate. He also served as the co-founderand portfolio manager of Sabretooth
Capital an alternative asset manager formed under Julian Robertsons Tiger Management umbrella. He has served on the boards
of Brookfield DTLA Fund and Cortland Partners, where he has remained the largest outside shareholder since 2014. Mr.Perry began
his career at King Street Capital Management in 2003. He holds a bachelors degree in economics summa cum laude from Princeton
University. Mr.Perry holds an Amateur Extra Radio License from the FCC and a Private Pilot License from the FAA.
William
Weirhas served as our President and Chief Operating Officer since inception. William Weir has served as Callaways Chief
Operating Officer since 2014, overseeing the daily operations of the firm and its investment team, as well as compliance and risk management.
He also regularly contributes to the legal, commercial, and strategic analysis underlying the firms investments, with a particular
focus on special situations.
Prior
to joining Callaway, Mr.Weir was an associate attorney at Sullivan& Cromwell LLP, where he handled high-profileinvestigations
and litigation related to the structuring and issuance of complex financial instruments and derivatives on behalf of prominent international
financial institutions. He also regularly advised clients on compliance with a wide variety of regulatory requirements under federal
and state securities laws. He holds a bachelors degree in public policy studies from Duke University and a juris doctor from NewYork
University School of Law and is a member of the state bars of NewYork and California.
36
Powers
Spencerhas served as our Chief Financial Officer since inception. Mr.Spencer joined Callaway in 2024 with a background
in energy and private healthcare. He brings to the team expertise in financial analysis, capital management, debt facility oversight,
and investor relations. During his time with Alpine Summit Energy Partners from 2021 to 2024, Mr.Spencer supported executives in
raising outside capital to fund operational opportunities, assisted in securing and managing debt financing, and oversaw the companys
working capital management model. His work at Premise Health from 2019 to 2021 entailed the maintenance of timely client billing through
collaboration with operations and finance as well as integration guidance for special projects and an acquisition. Mr.Spencer received
his bachelors degree from Sewanee in 2017 and his MBA from College of Charleston in 2019.
Lieutenant
General Douglas Lute (Ret.),**who has served on our Board since September 2025, serves as a member of the board
of directors to Marti Technologies, Inc. (NYSE American: MRT) since July2023. Ambassador Lute is the former UnitedStates
Ambassador to NATO.Appointed by President Obama, he assumed the Brussels-basedpost in 2013 and served until 2017. During
this period, he was instrumental in designing and implementing the 28-nationAlliance responses to the most severe security challenges
in Europe since the end of the Cold War. A career Army officer, in 2010 Lute retired from active duty as a lieutenant general after 35years
of service. In 2007, President Bush named him as Assistant to the President and Deputy National Security Advisor to coordinate the wars
in Iraq and Afghanistan. In 2009, he was the senior White House official retained by President Obama and his focus on the National Security
Council staff shifted to South Asia. Across these two Administrations, he served a total of sixyears in the White House. Before
being assigned to the White House, General Lute served as Director of Operations (J3) on the Joint Staff, overseeing U.S.military
operations worldwide. From 2004 to 2006, he was Director of Operations for the UnitedStates Central Command, with responsibility
for U.S.military operations in 25 countries across the Middle East, eastern Africa and Central Asia, in which over 200,000 U.S.troops
operated. Through his military-diplomaticcareer, he received numerous honors and awards, including three awards of the Defense
Distinguished Service Medal, the State Departments Distinguished Honor Award, the Grand Officer of the Order of Merit for the
Italian Republic, and the Commanders Cross of the Order of Merit for the Federal Republic of Germany. General Lute holds degrees
from the Kennedy School of Government at Harvard University and UnitedStates Military Academy at West Point, which named him a
Distinguished Graduate in 2018. He is a member of the Council on Foreign Relations; a charter member of the Senior Military Advisory
Group of the UnitedStates Institute of Peace; a member of the board of the American Academy of Diplomacy; and a member of the board
of the Atlantic Council of the UnitedStates. We believe Ambassador Lute is qualified to be a member of our Board of Directors because
of his extensive leadership experience, diverse engagement in global affairs and experience in serving public company director.
Andy
Abell has served on our Board since September 2025.Andy Abell is the COO of Senira, a financial intelligence company
developing AI-drivenrisk management solutions for European and U.S. markets. Since joining Senira in July 2024, he has led a multinational
team of AI engineers, data scientists, and financial services executives while overseeing business operations, communications, and strategy.
After retiring from the State Department in October 2022, Mr.Abell founded Abell Mariner Advisors, LLC in February 2023 and has
served as an independent consultant and fractional executive for Abell Mariner Advisors, LLC since then where he supports companies on
corporate strategy, international markets, and U.S. policy. Over a 20-yearcareer as a U.S. diplomat, Mr.Abell served in senior
policy and strategy positions at the National Security Council, the Pentagon, the State Department, and at U.S. diplomatic missions in
Europe and the Middle East. At State, he led the Syria Desk during the Arab Spring and later managed annual security assistance for Eastern
Europe. As Managing Director for MENA at the International Development Finance Corporation from September 2021 to July 2022, Mr.Abell
audited a portfolio of the organization and led the development of a strategy guiding future investments in the region. Prior to his
time in MENA, he served as Program Manager, Foreign Military Financing at the Bureau of Political-MilitaryAffairs from August 2019
to August 2021. While serving abroad, his analyses of counterterrorism finance, Syrias economic relationship with Iran, and Turkeys
financial crisis were repeatedly cited in the Presidents Daily Briefing and earned the Departments highest honor for economic
reporting. In Washington, Mr.Abell was selected to serve as a Rusk Fellow and practitioner professor at Georgetown University and
as a Pearson Fellow in the U.S. Senate. A graduate of the U.S. Naval Academy and the Fletcher School of Law & Diplomacy at Tufts
University, Mr.Abell served as a U.S. Marine Corps officer early in his career. He has studied French, Arabic, Hebrew, and Turkish.
We believe Mr.Abell is qualified to be a member of our Board of Directors because of his public service experiences.
Agostina
Nieves,who has served on our Board since September 2025,currently serves as the Head of Sales at BlueLake
Capital (since June2024), where she is responsible for leading the firms institutional sales strategy across Latin America.
Her role involves managing relationships with institutional investors, advising on fixed income securities, derivatives, and macroeconomic
positioning, and driving regional business development initiatives aligned with evolving market dynamics. From January2011 to March2024,
she held several positions at PUENTE.Between 2016 and 2024, she was part of the Institutional Sales& Trading team, advising
clients on structured products and fixed income solutions. Prior to that, from 2011 to 2016, she worked as a Latin America Economist
and Strategist, producing macroeconomic and political analysis, advising global investment funds, and regularly engaging with policymakers
and senior decision-makersacross the region. She holds a Masters degree in Finance from Universidad del CEMA and a Bachelors
degree in Economics from Pontificia Universidad Catlica Argentina. She is bilingual in English and Spanish and passed the LevelII
CFA Exam. We believe Ms. Nieves is qualified to be a member of our Board of Directors because of her financial experience.
*Family
Relationships*
No
family relationships exist between any of our directors or executive officers.
37
*Involvement
in Certain Legal Proceedings*
There
are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an
evaluation of the ability or integrity of any director or officer.
Number
and Terms of Office of Officers and Directors
Our
Board of Directors consists of four members and is divided into three classes with only one class of directors being appointed in each
year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-yearterm.
Prior to the closing of our initial Business Combination, only holders of our ClassB Ordinary Shares are entitled to vote on the
appointment and removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution
required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a
transfer by way of continuation in a jurisdiction outside the Cayman Islands). Our Public Shareholders are not entitled to vote on such
matters during such time. These provisions of our Amended and Restated Articles relating to these rights of holders of ClassB Ordinary
Shares may be amended by a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in
respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of our shareholders, voting together
as a single class. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting
until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which
consists of Douglas Lute, will expire at our first annual general meeting. The term of office of the second class of directors, which
consists of Agostina Nieves and Andy Abell, will expire at the second annual general meeting. The term of office of the third class of
directors, which consists of Daniel Freifeld, will expire at the third annual general meeting.
Our
officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms
of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles.
Committees
of the Board of Directors
Our
Board of Directors has established two standing committees: the Audit Committee and the Compensation Committee. Subject to phase-inrules,
the Nasdaq Rules and Rule10A-3of the ExchangeAct require that the audit committee of a listed company be comprised
solely of independent directors. Each committee operates under a charter that has been approved by our Board and has the composition
and responsibilities described below.
**
*Audit
Committee*
Our
Board of Directors has established the Audit Committee. Douglas Lute, Agostina Nieves and Andy Abell serve as the members of our Audit
Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom
must be independent. Douglas Lute, Agostina Nieves and Andy Abell are each independent.
Agostina
Nieves serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors
has determined that Agostina Nieves qualifies as an audit committee financial expert as defined in applicable SEC rules.
We
have adopted Audit Committee charter, which details the principal functions of the Audit Committee, including:
|
| assisting
Board oversight of (1)the integrity of our financial statements, (2)our compliance
with legal and regulatory requirements, (3)our independent registered public accounting
firms qualifications and independence, and (4)the performance of our internal
audit function and independent registered public accounting firm; the appointment, compensation,
retention, replacement, and oversight of the work of the independent registered public accounting
firm and any other independent registered public accounting firm engaged by us; | |
|
| pre-approvingall
audit and non-auditservices to be provided by the independent registered public accounting
firm or any other registered public accounting firm engaged by us, and establishing pre-approvalpolicies
and procedures; reviewing and discussing with the independent registered public accounting
firm all relationships the independent registered public accounting firm have with us in
order to evaluate their continued independence; | |
|
| setting
clear policies for audit partner rotation in compliance with applicable laws and regulations;
obtaining and reviewing a report, at least annually, from the independent registered public
accounting firm describing (1)the independent registered public accounting firms
internal quality-controlprocedures and (2)any material issues raised by the most
recent internal quality-controlreview, or peer review, of the independent registered
public accounting firm, or by any inquiry or investigation by governmental or professional
authorities, within the preceding fiveyears respecting one or more independent audits
carried out by the firm and any steps taken to deal with such issues; | |
38
|
| meeting
to review and discuss our annual audited financial statements and quarterly financial statements
with Management and the independent registered public accounting firm, including reviewing
our specific disclosures under Managements Discussion and Analysis of Financial
Condition and Results of Operations; reviewing and approving any related party transaction
required to be disclosed pursuant to Item404 of RegulationS-Kpromulgated
by the SEC prior to us entering into such transaction; | |
|
| reviewing
with Management, the independent registered public accounting firm, and our legal advisors,
as appropriate, any legal, regulatory or compliance matters, including any correspondence
with regulators or government agencies and any employee complaints or published reports that
raise material issues regarding our financial statements or accounting policies and any significant
changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory
authorities; | |
|
| advising
the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule
are triggered based upon a financial statement restatement or other financial statement change,
with the assistance of Management and to the extent that our securities continue to be listed
on an exchange and subject to the SEC Clawback Rule; and | |
|
| implementing
and overseeing our cybersecurity and information security policies, and periodically reviewing
the policies and managing potential cybersecurity incidents. | |
*Compensation
Committee*
**
Our
Board of Directors has established the Compensation Committee. The members of the Compensation Committee consists of Douglas Lute and
Andy Abell. Douglas Lute serves as chair of the Compensation Committee. Under the Nasdaq Rules and applicable SEC rules, we are required
to have a compensation committee of at least two members, all of whom must be independent. Douglas Lute and Andy Abell are each independent.
We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:
|
| reviewing
and approving on an annual basis the corporate goals and objectives relevant to our Chief
Executive Officers compensation, evaluating our Chief Executive Officers performance
in light of such goals and objectives and determining and approving the remuneration (if
any) of our Chief Executive Officer based on such evaluation; | |
|
| reviewing
and making recommendations to our Board of Directors with respect to the compensation, and
any incentive compensation and equity-basedplans that are subject to Board approval
of all of our other officers; | |
|
| reviewing
our executive compensation policies and plans; | |
|
| implementing
and administering our incentive compensation equity-basedremuneration plans; | |
|
| assisting
Management in complying with our proxy statement and annual report disclosure requirements; | |
|
| approving
all special perquisites, special cash payments and other special compensation and benefit
arrangements for our executive officers and employees; | |
|
| producing
a report on executive compensation to be included in our annual proxy statement; and | |
|
| reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors. | |
The
charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
Compensation Committee must consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
39
*Director
Nominations*
We
do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required
to do so by law or the Nasdaq Rules. In accordance with Rule5605(e)(2)of the Nasdaq Rules, a majority of the independent
directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent
directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation
of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Douglas
Lute, Agostina Nieves and Andy Abell. In accordance with Rule5605(e)(1)(A)of the Nasdaq rules, all such directors are independent.
As there is no standing nominating committee, we do not have a nominating committee charter in place.
The
Board of Directors also considers director candidates recommended for nomination by our shareholders during such times as they are seeking
proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting).
Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in
our Amended and Restated Articles.
We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our shareholders. Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend
director candidates for nomination to our Board of Directors.
Code
of Ethics
We
have adopted the Code of Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive
amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive
officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure
under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information
included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and
any references to our website are intended to be inactive textual references only.
The
foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Code of Ethics, a copy of which is attached hereto as Exhibit 14.
Trading Policies
On September 18, 2025, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules.
The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.
Item
11. Executive Compensation.
None
of our executive officers or directors have received any cash compensation for services rendered to us. We are not prohibited from paying
any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates,
for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following
payments, all of which, if made prior to the completion of our initial Business Combination, have been and will continue be paid from
funds held outside the Trust Account:
|
| Repayment
of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-relatedand
organizational expenses pursuant to the IPO Promissory Note; | |
|
| Reimbursement
for office space, utilities and secretarial and administrative support made available to
us by an affiliate of our Sponsor, in an amount equal to $10,000 per month; | |
|
| Payment
of consulting, success or finder fees to our independent directors or their respective affiliates
in connection with the consummation of our initial Business Combination; | |
|
| We
may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection
with our initial Business Combination and certain other transactions and pay such person
or entity a salary or fee in an amount that constitutes a market standard for comparable
transactions; | |
40
|
| Reimbursement
for any out-of-pocketexpenses related to identifying, investigating, negotiating and
completing an initial Business Combination; and | |
|
| Repayment
of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or
certain of our officers and directors to finance transaction costs in connection with an
intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may
be convertible into units of the post-Business Combination entity at a price of $1.00 per
Warrant at the option of the lender. Such warrants would be identical to the Private Placement
Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have
not been determined and no written agreements exist with respect to such Working Capital
Loans; | |
In
addition to the foregoing, our officers and directors received indirect interests in the Founder Shares held by the Sponsor as compensation
for their services as officers and directors of the Company. Our Chairman and Chief Investment Officer, Daniel Freifeld, received an
indirect interest in 1,961,062 Founder Shares through membership interests in our Sponsor, our Chief Executive Officer, Craig Perry,
received an indirect interest in 515,250 Founder Shares through membership interests in our Sponsor, our President and Chief Operating
Officer, William Weir, received an indirect interest in 653,688 Founder Shares through membership interests in our Sponsor, and our Chief
Financial Officer, Powers Spencer, received an indirect interest in 100,000 Founder Shares through membership interests in our Sponsor.
In addition, our independent directors received, for their services as a director, an indirect interest in the Founder Shares through
membership interests in our Sponsor. Douglas Lute received an indirect interest in 20,000 Founder Shares through membership interests
in our Sponsor, Agostina Nieves received an indirect interest in 20,000 Founder Shares through membership interests in our Sponsor, and
Andy Abell received an indirect interest in 20,000 Founder Shares through membership interests in our Sponsor.
After
the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting
or Management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in
the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business
Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or
members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination,
because the directors of the post-combination business will be responsible for determining executive officer and director compensation.
Any
compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either
by the Compensation Committee or by a majority of the independent directors on our Board of Directors.
We
do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation
of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our Managements motivation in identifying or selecting
a target business. but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business
Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment.
*Compensation
Recovery and Clawback Policy*
On
September 18, 2025, our Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and
the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608. At no time during the fiscal year covered by this Report were we required
to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback Policy, a
copy of which is attached hereto as Exhibit 97.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 26, 2026 based on
information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:
|
|
|
each
person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares; | |
|
|
|
each
of our executive officers and directors that beneficially owns our Ordinary Shares; and | |
|
|
|
all
our executive officers and directors as a group. | |
41
In
the table below, percentage ownership is based on 23,000,000 Ordinary Shares, consisting of (i) 17,250,000 Class A Ordinary Shares and
(ii) 5,750,000 Class B Ordinary Shares, issued and outstanding as of March 26, 2026. On all matters to be voted upon, except for
(x) the appointment and removal of directors to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands,
holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable
law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary
Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants
as these Private Placement Warrants are not exercisable within 60days of the date of this Report.
|
| |
ClassA Ordinary Shares | | |
ClassB Ordinary Shares | | |
Approximate
Percentage | | |
|
Name and Address of Beneficial Owner (1) | |
Number of
Shares
Beneficially
Owned | | |
Approximate Percentage ofClass | | |
Number of
Shares
Beneficially
Owned(2) | | |
Approximate Percentage ofClass | | |
of Total Outstanding Ordinary Shares | | |
|
Galata Acquisition Sponsor II, LLC(3) | |
| | | |
| | | |
| 5,750,000 | | |
| 100 | % | |
| 25.00 | % | |
|
Daniel Freifeld(3) | |
| | | |
| | | |
| 5,750,000 | | |
| 100 | % | |
| 25.00 | % | |
|
Craig Perry(3) | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
William Weir(3) | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Powers Spencer(3) | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Douglas Lute(3) | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Agostina Nieves(3) | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Andy Abell(3) | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
All officers and directors as a group (9 persons) | |
| | | |
| | | |
| 5,750,000 | | |
| 100 | % | |
| 25.00 | % | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Other 5% Shareholders | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Adage Parties(4) | |
| 1,350,000 | | |
| 7.83 | % | |
| | | |
| | | |
| 5.87 | % | |
|
Picton Mahoney Asset Management (5) | |
| 999,996 | | |
| 5.80 | % | |
| | | |
| | | |
| 4.35 | % | |
|
(1) | Unless
otherwise noted, the principal business address of each of the following entities or individuals
is c/o Galata Acquisition Corp.II, 818 18th Avenue South, Suite 925, Nashville, Tennessee
37203. | |
|
(2) | Interests
shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such Class
B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with
or immediately following the consummation of our initial Business Combination or earlier
at the option of the holder on a one-for-one basis, subject to adjustment. | |
|
(3) | Galata
Acquisition Sponsor II, LLC, our Sponsor, is the record holder of such Class B Ordinary shares.
Daniel Freifeld, our Chairman and Chief Investment Officer, is the managing member of Callaway
Capital Management, LLC, the managing member of the Sponsor and holds voting and investment
discretion with respect to the Ordinary Shares held of record by the Sponsor. Mr. Freifeld
disclaims any beneficial ownership of the securities held by the Sponsor other than to the
extent of any pecuniary interest he may individually have therein, directly or indirectly.
All our officers and directors own individual economic interests in our Sponsor. | |
|
(4) | According
to a Schedule 13G filed with the SEC on November 13, 2025 by (i) Adage Capital Management,
L.P., a Delaware limited partnership (ACM), (ii) Robert Atchinson, a United
States citizen ("Mr. Atchinson) and Phillip Gross, a United States citizen (Mr.
Gross, and collectively with ACM and Mr. Atchinson, the Adage Parties).
ACM is the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership
(ACP), with respect to the Public Shares directly held by ACP. Mr. Atchinson
is the (x) managing member of Adage Capital Advisors, L.L.C., a Delaware limited liability
company (ACA), (y) managing member of Adage Capital Partners GP, L.L.C., a
Delaware limited liability company (ACPGP), general partner of ACP, and (z)
managing member of Adage Capital Partners LLC, a Delaware limited liability company (ACPLLC),
general partner of ACM, with respect to the Public Shares directly held by ACP. Mr. Gross
is the (1) managing member of ACA, (2) managing member of ACPGP and (3) managing member of
ACPLLC, general partner of ACM, with respect to the Public Shares directly held by ACP. The
principal business address of each of the Adage Parties is 200 Clarendon Street, 52nd Floor,
Boston, Massachusetts 02116. | |
|
(5) | According
to a Schedule 13G/A filed with the SEC on January 12, 2026 by Picton Mahoney Asset Management,
a citizen of Canada (Picton). The principal business address of Picton is 33
Yonge Street, #320, Toronto, ON M5E 1G4, Canada. | |
42
Securities
Authorized for Issuance under Equity Compensation Plans
None.
Changes
in Control
None.
Item
13. Certain Relationships and Related Transactions, and Director Independence.
On
June 30, 2025, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 5,750,000
Founder Shares. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public
Offering would be a maximum of 17,250,000units if the Over-Allotment Option was exercised in full, and therefore that such Founder
Shares would represent 25% of the outstanding Ordinary Shares after the Initial Public Offering, not including the Private Placement
Shares. Up to 750,000 of the Founder Shares were eligible to be surrendered for no consideration depending on the extent to which the
Over-Allotment Option was exercised. On September 22, 2025, the Over-Allotment Option was exercised in full and such Founder Shares are
no longer subject to forfeiture.
Simultaneously
with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, we completed the sale
of an aggregate of 5,300,000 Private Placement Warrants to the Sponsor and BTIG in the Private Placement at a purchase price of $1.00
per Private Placement Warrant, generating gross proceeds to us of $5,300,000. Of those 5,300,000 Private Placement Warrants, the Sponsor
purchased 3,575,000 Private Placement Warrants and BTIG purchased 1,725,000 Private Placement Warrants. The Private Placement Warrants
are identical to the Public Warrants, except that, so long as they are held by our Sponsor, BTIG or their permitted transferees, the
Private Placement Warrants (and the underlying securities and the ClassA Ordinary Shares issuable upon exercise of the Private
Placement Warrants) (i)may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30days
after the completion of our initial Business Combination, (ii) are entitled to registration rights and (iii)with respect to Private
Placement Warrants contained in the Private Placement Warrants held by BTIG and/or its designees, are not exercisable more than fiveyears
from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule5110(g)(8).
Prior
to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors,
or our or their affiliates, of a finders fee, advisory fee, consulting fee or success fee for any services they render in order
to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination,
will be paid from funds held outside the Trust Account.
Commencing
on September 22, 2025, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor
$10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement.
Prior
to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory
Note. Borrowings under the IPO Promissory Note are no longer available.
In
order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain
of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required. If
we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close,
we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from
our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the
post-Business Combination entity at a price of $1.00 per Warrant. The warrants would be identical to the Private Placement Warrants.
Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist
with respect to such Working Capital Loans and except as set forth above, the terms of such Working Capital Loans, if any, have not been
determined and no written agreements exist with respect to such Working Capital Loans. Prior to the completion of our initial Business
Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third
parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.
We
have until the September 22, 2027, 24months from the closing of the Initial Public Offering, or until such earlier liquidation
date as our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to
consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to amend our Amended and
Restated Articles to extend the date by which we must consummate our initial Business Combination. If we seek shareholder approval for
an extension, our Public Shareholders will be offered an opportunity to redeem their Public Shares at a per share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less income taxes, if any), divided
by the number of then issued and outstanding Public Shares, subject to applicable law.
43
Any
of the foregoing payments to our Sponsor, including repayments of loans from our Sponsor pursuant to the IPO Promissory Note or repayments
of any Working Capital Loans prior to our initial Business Combination, have been and will continue to be made using funds held outside
the Trust Account.
After
our initial Business Combination, members of our Management Team who remain with us may be paid consulting, Management or other fees
from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy
solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation
will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial
Business Combination, as applicable, as it will be up to the directors of the post-combinationbusiness to determine executive and
director compensation.
The
holders of (i) the Founder Shares, (ii) the Private Placement Warrants and (iii) any private placement-equivalent warrants issued in
connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled
to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case
of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled
to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggyback
registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights
to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. BTIG may only make a demand on one
occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, BTIG may
participate in a piggyback registration only during the seven-year period beginning on the effective date of the IPO Registration
Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.
Our
Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating
distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination
within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled
to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination
within the Combination Period.
Additionally,
pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles
to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to
redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other
material provisions relating to shareholders rights or pre-initial Business Combination activity, unless we provide our Public
Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
Pursuant
to the Letter Agreement entered into with us, each of our Sponsor, directors and officers have agreed to a lock-up and restrictions on
their ability to transfer, assign, or sell the Founder Shares and Private Placement Warrants and securities underlying the Private Placement
Warrants. Further, the Sponsor membership interests are locked up and not transferable because the Letter Agreement prohibits indirect
transfers. Our Letter Agreement may be amended without shareholder approval. Such transfer restrictions have been amended in connection
with Business Combinations for certain other SPACs. While we do not expect our Board to approve any amendment to the Letter Agreement
prior to our initial Business Combination, it may be possible that our Board, in exercising its business judgment and subject to its
fiduciary duties, chooses to approve one or more amendments to the Letter Agreement.
Director
Independence
Nasdaq
Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An independent
director is defined generally as a person who, in the opinion of the companys board of directors, has no material relationship
with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the
company). Our Board of Directors has determined that each of Douglas Lute, Agostina Nieves and Andy Abell are independent directors
as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent
directors are present.
44
Item
14*.* Principal Accountant Fees and Services.
The
following is a summary of fees paid or to be paid to Withum for services rendered.
Audit
Fees
Audit
fees consist of the aggregate fees for professional services rendered for the (audit of our year-end financial statements and services
that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered
for the (i) audit of our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the
respective periods and other required filings with the SEC for the period from June 20, 2025 (Inception) through December 31, 2025, totaled
approximately $92,040. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings.
Audit-Related
Fees
Audit-related
fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit
or review of our financial statements and are not reported under Audit Fees. These services include attest services that
are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum
for any audit-related fees for the period from June 20, 2025 (Inception) through December 31, 2025.
Tax
Fees
Tax
fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. We
did not pay Withum for tax services, planning or advice for the period from June 20, 2025 (Inception) through December 31, 2025.
All
Other Fees
All
other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for the period
from June 20, 2025 (Inception) through December 31, 2025.
Pre-Approval
Policy
Our
Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board
of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve
all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms
thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee
prior to the completion of the audit).
45
PART
IV
Item
15. Exhibit and Financial Statement Schedules.
|
(a) |
The
following documents are filed as part of this Report: | |
|
(1) | Financial
Statements |
|
|
|
|
Page | |
|
|
|
| |
|
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) |
|
F-2 | |
|
|
|
| |
|
Financial Statements: |
|
| |
|
|
|
| |
|
Balance Sheet as of December 31, 2025 |
|
F-3 | |
|
|
|
| |
|
Statement of Operations for the Period from June 20, 2025 (Inception) through December 31, 2025 |
|
F-4 | |
|
|
|
| |
|
Statement of Changes in Shareholders Deficit for the Period from June 20, 2025 (Inception) through December 31, 2025 |
|
F-5 | |
|
|
|
| |
|
Statement of Cash Flows for the Period from June 20, 2025 (Inception) through December 31, 2025 |
|
F-6 | |
|
|
|
| |
|
Notes to Financial Statements |
|
F-7 to F-20 | |
|
(2) |
Financial
Statement Schedules | |
All
financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required
information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.
|
(3) |
Exhibits | |
We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference
can be inspected on the SEC website at www.sec.gov.
Item 16. Form 10-K Summary.
Omitted
at our Companys option.
46
GALATA
ACQUISITION CORP. II
INDEX
TO FINANCIAL STATEMENTS
|
Report of Independent Registered Public Accounting Firm |
|
F-2 | |
|
Financial
Statements: |
|
| |
|
Balance Sheet as of December 31, 2025 |
|
F-3 | |
|
Statement of Operations for the Period from June 20, 2025 (Inception) through December 31, 2025 |
|
F-4 | |
|
Statement of Changes in Shareholders Deficit for the Period from June 20, 2025 (Inception) through December 31, 2025 |
|
F-5 | |
|
Statement of Cash Flows for the Period from June 20, 2025 (Inception) through December 31, 2025 |
|
F-6 | |
|
Notes to Financial Statements |
|
F-7
to F-20 | |
F-1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and the Board of Directors of
Galata
Acquisition Corp. II:
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Galata Acquisition Corp. II as of December 31, 2025, the related statements of operations, changes in shareholders deficit and cash flows for the period from June20, 2025 (inception) through December 31, 2025 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from June20, 2025 (inception) through December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Companys auditor since 2025.
New York, New York
March 26, 2026
PCAOB ID Number 100
F-2
GALATA
ACQUISITION CORP. II
BALANCE
SHEET
DECEMBER
31, 2025
|
Assets: | |
| | |
|
Current assets | |
| | |
| Cash | | $ | 954,585 | | |
| Prepaid expenses | | | 29,343 | | |
| Prepaid insurance | | | 70,281 | | |
| Total current assets | | | 1,054,209 | | |
| Long-term prepaid insurance | | | 50,564 | | |
| Investments held in Trust Account | | | 174,316,692 | | |
| Total Assets | | $ | 175,421,465 | | |
|
| |
| | | |
|
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders Deficit | |
| | | |
|
Current liabilities | |
| | | |
| Accounts payable and accrued expenses | | $ | 9,380 | | |
| Accrued offering costs | | | 75,000 | | |
| Total current liabilities | | | 84,380 | | |
| Deferred underwriting fee | | | 6,037,500 | | |
| Total Liabilities | | | 6,121,880 | | |
|
| |
| | | |
| Commitments and Contingencies (Note 6) | | | | | |
| Class A Ordinary Shares subject to possible redemption, $0.0001 par value; 17,250,000 shares at redemption value of $10.11 per share | | | 174,316,692 | | |
|
| |
| | | |
|
Shareholders Deficit | |
| | | |
| Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | | | | | |
| Class A Ordinary Shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 17,250,000 shares subject to possible redemption) | | | | | |
| Class B Ordinary Shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding (1) | | | 575 | | |
| Additional paid-in capital | | | | | |
| Accumulated deficit | | | (5,017,682 | ) | |
| Total Shareholders Deficit | | | (5,017,107 | ) | |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders Deficit | | $ | 175,421,465 | | |
| (1) | On September 22, 2025, the Underwriters exercised the Over-Allotment Option in full as part of the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture (Note 5). | |
The
accompanying notes are an integral part of the financial statements.
F-3
GALATA
ACQUISITION CORP. II
STATEMENT
OF OPERATIONS
FORTHE
PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH DECEMBER31, 2025
| General and administrative fees | | $ | 281,704 | | |
| Loss from operations | | | (281,704 | ) | |
|
| |
| | | |
|
Other income: | |
| | | |
| Interest earned on investments held in Trust Account | | | 1,816,692 | | |
|
| |
| | | |
| Net income | | $ | 1,534,988 | | |
|
| |
| | | |
| Basic weighted average shares outstanding, redeemable Class A Ordinary Shares | | | 8,891,753 | | |
|
| |
| | | |
| Basic net income per share, redeemable Class A Ordinary Shares | | $ | 0.11 | | |
|
| |
| | | |
| Diluted weighted average shares outstanding, redeemable Class A Ordinary Shares | | | 8,891,753 | | |
|
| |
| | | |
| Diluted net income per share, redeemable Class A Ordinary Shares | | $ | 0.11 | | |
|
| |
| | | |
| Basic weighted average shares outstanding, non-redeemable Class B Ordinary Shares | | | 5,386,598 | | |
|
| |
| | | |
| Basic net income per share, non-redeemable Class B Ordinary Shares | | $ | 0.11 | | |
|
| |
| | | |
| Diluted weighted average shares outstanding, non-redeemable Class B Ordinary Shares | | | 5,711,340 | | |
|
| |
| | | |
| Diluted net income per share, non-redeemable Class B Ordinary Shares | | $ | 0.11 | | |
The
accompanying notes are an integral part of the financial statements.
F-4
GALATA
ACQUISITION CORP. II
STATEMENT
OF CHANGES IN SHAREHOLDERS DEFICIT
FORTHE
PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH DECEMBER31, 2025
|
| |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Additional Paid-in | | |
Accumulated | | |
Total Shareholders | | |
|
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | | |
| Balance June 20, 2025 (inception) | | | | | | $ | | | | | | | | $ | | | | $ | | | | $ | | | | $ | | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Issuance of Class B Ordinary Shares to Sponsor | | | | | | | | | | | 5,750,000 | | | | 575 | | | | 24,425 | | | | | | | | 25,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Sale of 5,300,000 Private Placement Warrants | | | | | | | | | | | | | | | | | | | 5,300,000 | | | | | | | | 5,300,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Fair value of Public Warrants at issuance | | | | | | | | | | | | | | | | | | | 1,834,250 | | | | | | | | 1,834,250 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Allocated value of transaction costs to Class A Ordinary Shares | | | | | | | | | | | | | | | | | | | (123,872 | ) | | | | | | | (123,872 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Accretion for Class A Ordinary Shares to redemption amount | | | | | | | | | | | | | | | | | | | (7,034,803 | ) | | | (6,552,670 | ) | | | (13,587,473 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | 1,534,988 | | | | 1,534,988 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Balance December 31, 2025 | | | | | | $ | | | | | 5,750,000 | | | $ | 575 | | | $ | | | | $ | (5,017,682 | ) | | $ | (5,017,107 | ) | |
The
accompanying notes are an integral part of the financial statements.
F-5
GALATA
ACQUISITION CORP. II
STATEMENT
OF CASH FLOWS
FORTHE
PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH DECEMBER31, 2025
|
Cash Flows from Operating Activities: | |
| | |
| Net income | | $ | 1,534,988 | | |
|
Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| Formation costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares | | | 14,675 | | |
| Payment of general and administrative costs through Initial Public Offering Promissory Note related party | | | 42,178 | | |
| Interest earned on investments held in Trust Account | | | (1,816,692 | ) | |
|
Changes in operating assets and liabilities: | |
| | | |
| Prepaid expenses | | | (29,343 | ) | |
| Prepaid insurance | | | (70,281 | ) | |
| Long-term prepaid insurance | | | (50,564 | ) | |
| Accounts payable and accrued expenses | | | 9,380 | | |
| Net cash used in operating activities | | | (365,659 | ) | |
|
| |
| | | |
|
Cash Flows from Investing Activities: | |
| | | |
| Investment of cash into Trust Account | | | (172,500,000 | ) | |
| Net cash used in investing activities | | | (172,500,000 | ) | |
|
| |
| | | |
|
Cash Flows from Financing Activities: | |
| | | |
| Proceeds from sale of Units, net of underwriting discounts paid | | | 169,050,000 | | |
| Proceeds from sale of Private Placements Warrants | | | 5,300,000 | | |
| Repayment of IPO Promissory Note - related party | | | (202,680 | ) | |
| Payment of offering costs | | | (327,076 | ) | |
| Net cash provided by financing activities | | | 173,820,244 | | |
|
| |
| | | |
| Net Change in Cash | | | 954,585 | | |
| Cash Beginning of period | | | | | |
| Cash End of period | | $ | 954,585 | | |
|
| |
| | | |
|
Non-cash investing and financing activities: | |
| | | |
| Offering costs included in accrued offering costs | | $ | 337,076 | | |
| Offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares | | $ | 10,325 | | |
| Deferred offering costs paid through Initial Public Offering Promissory Note - related party | | $ | 160,502 | | |
| Deferred underwriting fee payable | | $ | 6,037,500 | | |
The
accompanying notes are an integral part of these financial statements.
F-6
GALATA
ACQUISITION CORP. II
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Galata Acquisition Corp. II (the Company) is a blank check company incorporated as a Cayman Islands exempted corporation on June20, 2025. The Company was incorporated 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 Business Combination). As of December 31, 2025, the Company had not entered into a definitive agreement with any specific Business Combination target. Although the Company currently intends to focus on target businesses in the energy, financial technology (fintech), real estate, and technology sectors, the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location. The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies.
As of December 31, 2025, the Company had not commenced any operations. All activity for the period from June20, 2025 (inception) through December 31, 2025 relates to the Companys formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December31 as its fiscal year end.
The Companys sponsor is Galata Acquisition Sponsor II, LLC (the Sponsor).
The Registration Statement on Form S-1 for the Initial Public Offering, initially filed withthe U.S. Securities and Exchange Commission (the SEC)on August 26, 2025, as amended (File No. 333-289853),was declared effective on September 18, 2025 (the IPO Registration Statement). On September 22, 2025, the Company consummated the initial public offering of 17,250,000 units (the Units), which includes the full exercise by the several underwriters of the Initial Public Offering (the Underwriters) of their Over-Allotment Option (as defined in Note 6) in the amount of 2,250,000 Units (the Option Units), at $10.00 per Unit, generating gross proceeds to the Company of $172,500,000 (the Initial Public Offering). Each Unit consists ofoneClassA ordinary share, par value $0.0001per share, of the Company (the Class A Ordinary Shares and with respect to the Class A Ordinary Shares included in the Units, the Public Shares) and one-third of one redeemable warrant (each, a Public Warrant).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,300,000 warrants (the Private Placement Warrants and together with the Public Warrants, the Warrants) at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor and BTIG, LLC (BTIG), the representative of the Underwriters, generating gross proceeds to the Company of $5,300,000 (the Private Placement). Each Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. Of those 5,300,000 Private Placement Warrants, the Sponsor purchased 3,575,000 Private Placement Warrants and BTIG purchased 1,725,000 Private Placement Warrants.
Transaction costs amounted to $10,060,403, consisting of $3,450,000 of cash underwriting fee, Deferred Fee (as defined in Note 6) of $6,037,500, and $572,903 of other offering costs.
The Companys management (Management) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the Deferred Fee).
F-7
GALATA ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of Deferred Fee held and taxes payable, if any, on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Actof1940, as amended (the Investment Company Act). Thereis no assurance that the Company will be able to successfully effect a Business Combination.
Following the closing of the Initial Public Offering, on September 22, 2025, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants was placed in a trust account (the Trust Account), with Continental Stock Transfer & Trust Company (Continental), acting as trustee. The funds are initially invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the Companys management teams (Management) ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.
Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i)the completion of the Companys initial Business Combination, (ii)the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by September 22, 2027 (24months from the closing of the Initial Public Offering) or by such earlier liquidation date as the Companys board of directors (the Board) may approve (the Combination Period), subject to applicable law, or (iii)the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Companys amended and restated memorandum and articles of association (as currently in effect, the Amended and Restated Articles) to modify (1) the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Companys creditors, if any, which could have priority over the claims of the holders of the Public Shares (the Public Shareholders).
The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i)in connection with a general meeting called to approve the initial Business Combination or (ii)without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of twobusinessdays prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account was valued at $10.10 per Public Share as of December 31, 2025.
The Ordinary Shares (as defined in Note 5) subject to possible redemption were recorded at a redemption value and were classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 480, Distinguishing Liabilities from Equity (ASC 480).
The Company has only the duration of the Combination Period to complete the initial Business Combination. If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will as promptly as reasonably possible, but not more than tenbusinessdays thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Companys obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
F-8
GALATA ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
The Sponsor, officers and directors have entered into a letter agreement with the Company, dated September 18, 2025 (the Letter Agreement), pursuant to which they have agreed to (i)waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, private shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders rights or pre-initial Business Combination activity; (iii)waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iv)vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i)$10.00 per Public Share and (ii)the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Companys indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Actof1933, as amended (the Securities Act). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsors only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.
*Liquidity, Capital Resources and Going Concern*
As of December 31, 2025, the Company had cash of $954,585 and working capital surplus of $969,829. The Company uses the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate, and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Companys officers and directors may, but is not obligated to, loan the Company funds as may be required (the Working Capital Loans). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted into warrants upon consummation of the Business Combination at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans.
In connection with the Companys assessment of going concern considerations in accordance with FASB ASC Topic 205-40, Presentation of Financial Statements - Going Concern, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of the accompanying financial statements. The Company cannot ensure that its plans to raise capital or to consummate an initial Business Combination will be successful. In addition, Management has determined that if the Company is unable to complete an initial Business Combination within the Combination Period, then the Company will cease all operations except for the purpose of liquidating. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 22, 2027, the end of the Combination Period.
F-9
GALATA
ACQUISITION CORP. II
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
**
*Basis of Presentation*
The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the accounting and disclosure rules and regulations of the SEC.
**
*Emerging Growth Company Status*
The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying financial statements with another public company that is neither an (i) emerging growth company nor (ii) emerging growth company that has opted out of using the extended transition period difficult, or impossible because of the potential differences in accounting standards used.
**
*Use of Estimates*
The preparation of the accompanying financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying financial statements.
Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
*Cash and Cash Equivalents*
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $954,585 in cash and no cash equivalents as of December 31, 2025.
F-10
GALATA ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
*Investments Held in Trust Account*
As of December 31, 2025, substantially all the assets held in the Trust Account were held in money market funds, which are invested primarily in Treasury securities. All of the Companys investments held in the Trust Account are presented on the accompanying balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
*Offering Costs*
The Company complies with the requirements of FASB ASC Topic 340-10-S99, Other Assets and Deferred Costs, and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Units between Public Shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Public Shares. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders deficit. After Managements evaluation, the Warrants were accounted for under equity treatment.
*Fair Value of Financial Instruments*
The fair value of the Companys assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
*Class A Ordinary Shares Subject to Possible Redemption*
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Companys liquidation, or if there is a shareholder vote or tender offer in connection with the initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, Distinguishing Liabilities from Equity, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable Class A Ordinary Shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders deficit section of the accompanying balance sheet. As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying balance sheet are reconciled in the following table:
| Gross proceeds | | $ | 172,500,000 | | |
| Less: | | | | | |
| Proceeds allocated to Public Warrants | | | (1,834,250 | ) | |
| Public Shares issuance costs | | | (9,936,531 | ) | |
| Plus: | | | | | |
| Accretion of carrying value to redemption value | | | 13,587,473 | | |
| Class A Ordinary Shares subject to possible redemption, December 31, 2025 | | $ | 174,316,692 | | |
F-11
GALATA ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
*Income Taxes*
The Company accounts for income taxes under FASB ASC Topic740, Income Taxes (ASC 740), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management has determined that the Cayman Islands is the Companys major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the UnitedStates. As such, the Companys tax provision was zero for the period presented.
**
*Net Income per Ordinary Share*
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Income and losses are shared pro rata to the shares. Net income per Ordinary Share (as defined in Note 5) is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.
The calculation of diluted income per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the Over-Allotment Option and (iii) Private Placement, since the average price of the Ordinary Shares for the period from June 20, 2025 (inception) through December 31, 2025, was less than the exercise price and therefore, the inclusion of such Warrants under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 17,250,000 Class A Ordinary Shares in the aggregate. As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share for the period presented.
The following tables reflect the calculation of basic and diluted net income per Ordinary Share:
| | | For the Period from June 20, 2025 (Inception) through December 31, | | |
| | | 2025 | | |
| | | Class A | | | Class B | | |
| | | Ordinary Shares | | | Ordinary Shares | | |
| Basic net income per Ordinary Share | | | | | | | |
| Numerator: | | | | | | | |
| Allocation of net income | | $ | 955,904 | | | $ | 579,084 | | |
| | | | | | | | | | |
| Denominator: | | | | | | | | | |
| Basic weighted average Ordinary Shares outstanding | | | 8,891,753 | | | | 5,386,598 | | |
| Basic net income per Ordinary Share | | $ | 0.11 | | | $ | 0.11 | | |
F-12
GALATA ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
| | | For the Period from June 20, 2025 (Inception) through December 31, | | |
| | | 2025 | | |
| | | Class A | | | Class B | | |
| | | Ordinary Shares | | | Ordinary Shares | | |
| Diluted net income per Ordinary Share | | | | | | | |
| Numerator: | | | | | | | |
| Allocation of net income | | $ | 934,647 | | | $ | 600,341 | | |
| | | | | | | | | | |
| Denominator: | | | | | | | | | |
| Diluted weighted average Ordinary Shares outstanding | | | 8,891,753 | | | | 5,711,340 | | |
| Diluted net income per Ordinary Share | | $ | 0.11 | | | $ | 0.11 | | |
**
*Concentration of Credit Risk*
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Companys financial condition, results of operations, and cash flows.
*Warrant Instruments*
The Company accounted for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, Derivatives and Hedging. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.
**
*Recent Accounting Standards*
In November 2023, the FASB issued Accounting Standards Update (ASU) Topic 2023-07, Segment Reporting(Topic280): Improvements to Reportable Segment Disclosures (ASU 2023-07). The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (CODM), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by FASB ASC Topic 280,Segment Reporting (ASC 280), in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment disclosures in ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on June 20, 2025, date of incorporation.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
NOTE 3. PUBLIC OFFERING
In the Initial Public Offering on September 22, 2025, the Company sold 17,250,000 Units, which includes the full exercise by the Underwriters of the Over-Allotment Option in the amount of 2,250,000 Option Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Public Share and one-third of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one ClassA Ordinary Share at a price of $11.50 per share, subject to adjustment. Each whole Public Warrant will become exercisable 30days after the completion of the initial Business Combination and will expire fiveyears after the completion of the initial Business Combination, or earlier upon redemption or liquidation.
F-13
GALATA
ACQUISITION CORP. II
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor and BTIG purchased an aggregate of 5,300,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $5,300,000 in the aggregate, in the Private Placement. Of those 5,300,000 Private Placement Warrants, the Sponsor purchased 3,575,000 Private Placement Warrants and BTIG purchased 1,725,000 Private Placement Warrants. Each Private Placement Warrant entitles the registered holder to purchase one ClassA Ordinary Share at a price of $11.50 per share, subject to adjustment.
The Private Placement Warrantsare identical to the Public Warrantssold in the Initial Public Offering except that, so long as they are held by the Sponsor, the Underwriters or their permitted transferees, the Private Placement Warrants(i)may not (including the ClassA Ordinary Shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30days after the completion of the initial Business Combination, (ii)will be entitled to registration rights and (iii)with respect to Private Placement Warrants held by the Underwriters and/or their designees, will not be exercisable more than fiveyears from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule5110(g)(8).
The Sponsor and the Companys officers and directors have entered into the Letter Agreement with the Company, pursuant to which they have agreed to (i)waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, private shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders rights or pre-initial Business Combination activity; (iii)waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iv)vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.
NOTE 5. RELATED PARTY TRANSACTIONS
**
*Founder Shares*
On June30, 2025, the Company issued an aggregate of 5,750,000 Companys ClassB ordinary shares, par value $0.0001per share (the Class B Ordinary Shares, and together with the Class A Ordinary Shares, the Ordinary Shares) to the Sponsor (such shares, the Founder Shares), in exchange for a $25,000 payment (approximately $0.004 per share) from the Sponsor to cover certain expenses on behalf of the Company. Up to 750,000 of the Founder Shares were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised. On September 22, 2025, the Underwriters exercised the Over-Allotment Option in full as part of the closing of the Initial Public Offering. As such, such 750,000 Founder Shares are no longer subject to forfeiture.
On September 17, 2025, the Sponsor granted membership interests equivalent to an aggregate of 60,000 Founder Shares to the three independent directors of the Company (20,000 each) in exchange for their services as independent directors through the initial Business Combination. The Founder Shares, represented by such membership interests, will remain with the Sponsor if the holder of such membership interests is no longer serving the Company prior to the initial Business Combination. The membership interest assignment of the Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, Compensation-Stock Compensation (ASC 718). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 60,000 Founder Shares represented by such membership interests assigned to the holders of such interests on September 17, 2025 was $155,700 or $2.595 per share. The Company established the initial fair value Founder Shares on September 17, 2025, the grant date, using a calculation prepared by a third party valuation team which takes into consideration the underlying share price of $9.90 and a market adjustment of 26.2%. The Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs, and other risk factors. The membership interests were assigned subject to a performance condition (i.e., providing services through Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of membership interests that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the assignment of the membership interests. As of December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.
F-14
GALATA ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Pursuant to the Letter Agreement, the Sponsor, and the Companys officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any ClassA Ordinary Shares issued upon conversion thereof until the earlier to occur of (i)sixmonths after the completion of the initial Business Combination or (ii)the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Companys shareholders having the right to exchange their ClassA Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor, and the Companys officers and directors with respect to any Founder Shares (the Lock-up). Notwithstanding the foregoing, if (1)the closing price of the ClassA Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20tradingdays within any 30-tradingday period commencing at least 30days after the initial Business Combination or (2)if the Company consummates a transaction after the initial Business Combination that results in the Companys shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.
*Administrative Services Agreement*
Pursuant to the Administrative Services Agreement, dated September 18, 2025, by and between the Company and the Sponsor (the Administrative Services Agreement), commencing on September 18, 2025 through the earlier of the Companys consummation of initial Business Combination and its liquidation, to pay the Sponsor an aggregate of $10,000 per month for office space, utilities and secretarial and administrative support services. For the period from June 20, 2025 (inception) through December 31, 2025, the Company incurred $34,000 in fees for these services pursuant to the Administrative Services Agreement, of which $4,000 is included in accounts payable and accrued expenses in the accompanying balance sheet.
*IPO Promissory Note Related Party*
The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to an unsecured promissory note (the IPO Promissory Note). The loan is non-interest bearing, unsecured and due at the earlier of December31, 2025 or the closing date of the Initial Public Offering. On September 24, 2025, the Company repaid the total outstanding balance of the IPO Promissory Note amounting to $202,680. Borrowings under the IPO Promissory Note are no longer available.
*Working Capital Loans*
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company Working Capital Loans as may be required. If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding.
NOTE 6. COMMITMENTS AND CONTINGENCIES **
**
*Risks and Uncertainties*
The Companys ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Companys control. The Companys ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Companys ability to complete an initial Business Combination.
F-15
GALATA ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
*Registration Rights*
The holders of the (i) Founder Shares, (ii) Private Placement Warrants and the ClassA Ordinary Shares underlying the warrants contained in such Private Placement Warrantsand (iii) warrantsthat may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register for resale of any of the Companys securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement, dated September 18, 2025, which the Company entered into with the holders thereto. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding anything to the contrary, BTIG may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, BTIG may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
*Underwriting Agreement*
The Underwriters were granted a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Option Units to cover over-allotments, if any (the Over-Allotment Option). On September 22, 2025, the Underwriters elected to fully exercise their Over-Allotment Option to purchase an additional 2,250,000 Option Units at a price of $10.00 per Option Unit.
The Underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $3,450,000 in the aggregate, which was paid to the Underwriters upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to a deferred underwriting fee of $0.35 per Unit, or up to $6,037,500 in the aggregate, payable to BTIG on behalf of the Underwriters only upon the consummation of an initial Business Combination (the Deferred Fee). The Deferred Fee will be payable to the Underwriters upon the closing of the initial Business Combination in two portions, as follows: (i)$0.15 per Unit sold in the Initial Public Offering shall be paid to the Underwriters in cash, and (ii)up to $0.20 per Unit sold in the Initial Public Offering shall be paid to the Underwriters in cash, based on the funds remaining in the Trust Account after giving effect to Public Shares that are redeemed in connection with an initial Business Combination.
NOTE 7. SHAREHOLDERS DEFICIT
*Preferred Shares*
The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001. As of December 31, 2025, there were no preferred shares issued or outstanding.
*ClassA Ordinary Shares*
The Company is authorized to issue a total of 200,000,000 ClassA Ordinary Shares at par value of $0.0001 per share. As of December 31, 2025, there were no ClassA Ordinary Shares issued or outstanding, excluding 17,250,000 shares subject to possible redemption.
F-16
GALATA ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
**
*ClassB Ordinary Shares*
**
The Company is authorized to issue a total of 20,000,000 ClassB Ordinary Shares at par value of $0.0001 per share. As of December 31, 2025, there were 5,750,000 Class B Ordinary Shares issued and outstanding.
The Founder Shares will automatically convert into ClassA Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional ClassA Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which ClassB Ordinary Shares convert into ClassA Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding ClassB Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of ClassA Ordinary Shares issuable upon conversion of all ClassB Ordinary Shares will equal, in the aggregate, approximately 26.8% of the sum of (i)the total number of all ClassA Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any ClassA Ordinary Shares issued pursuant to the Over-Allotment Option and excluding the ClassA Ordinary Shares issuable upon the exercise of the Private Placement Warrants), plus (ii)all ClassA Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to officers or directors upon conversion of Working Capital Loans) minus (iii)any redemptions of Public Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Holders of record of the Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Articles or as required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Companys shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting (a Special Resolution), and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50% of the Ordinary Shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the ClassB Ordinary Shares (i)have the right to vote on the appointment and removal of directors and (ii)are entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the ClassA Ordinary Shares are not entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles may only be amended if approved by a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
*Warrants*
As of December 31, 2025, there were 11,050,000 Warrants outstanding, including 5,750,000 Public Warrants and 5,300,000 Private Placement Warrants. Each whole Warrant entitles the holder to purchase one ClassA Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed herein. The Warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any ClassA Ordinary Shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the ClassA Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current. No Warrant will be exercisable and the Company will not be obligated to issue a ClassA Ordinary Share upon exercise of a Warrant unless the ClassA Ordinary Share issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a unit containing such Warrant will have paid the full purchase price for the unit solely for the ClassA Ordinary Share underlying such unit.
F-17
GALATA ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Under the terms of the Warrant Agreement, dated September 18, 2025, by and between the Company and Continental (the Warrant Agreement), the Company has agreed that, as soon as practicable, but in no event later than 20businessdays, after the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement covering the registration under the Securities Actofthe ClassA Ordinary Shares issuable upon exercise of the Warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60businessdays following the initial Business Combination and to maintain a current prospectus relating to the ClassA Ordinary Shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the ClassA Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60th) businessday after the closing of the initial Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a cashless basis in accordance with Section3(a)(9)of the Securities Act or another exemption. Notwithstanding the above, if the Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section18(b)(1)of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their Public Warrants to do so on a cashless basis in accordance with Section3(a)(9)of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the Class A Ordinary Shares under applicable blue sky laws to the extent an exemption is not available.
If the holders exercise their Public Warrants on a cashless basis, they would pay the Public Warrant exercise price by surrendering the Public Warrants for that number of ClassA Ordinary Shares equal to the quotient obtained by dividing (x)the product of the number of ClassA Ordinary Shares underlying the Public Warrants, multiplied by the excess of the fair market value of the ClassA Ordinary Shares over the exercise price of the Public Warrants by (y)the fair market value. The fair market value is the average reported closing price of the ClassA Ordinary Shares for the 10tradingdays ending on the thirdtradingday prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of Public Warrants, as applicable.
*Redemption of Warrants When the Price per ClassA Ordinary Share Equals or Exceeds $18.00*
The Company may redeem the outstanding Warrants:
| | | in whole and not in part; | |
| | | at a price of $0.01 per Warrant; | |
| | | upon a minimum of 30days prior written notice of redemption; and | |
| | | if, and only if, the closing price of the ClassA Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20tradingdays within a 30-tradingday period commencing at least 30days after completion of the initial Business Combination and ending threebusinessdays before the Company sends the notice of redemption to the warrant holders. | |
Additionally, if the number of outstanding ClassA Ordinary Shares is increased by a share capitalization payable in ClassA Ordinary Shares, or by a subdivision of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of ClassA Ordinary Shares issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase ClassA Ordinary Shares at a price less than the fair market value will be deemed a share capitalization of a number of ClassA Ordinary Shares equal to the product of (i)the number of ClassA Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for ClassA Ordinary Shares) and (ii)the quotient of (x)the price per ClassA Ordinary Share paid in such rights offering and (y)the fair market value. For these purposes, (i)if the rights offering is for securities convertible into or exercisable for ClassA Ordinary Shares, in determining the price payable for ClassA Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii)fair market value means the volume weighted average price of ClassA Ordinary Shares as reported during the ten (10)tradingday period ending on thetradingday prior to the first date on which the ClassA Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
F-18
GALATA
ACQUISITION CORP. II
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
NOTE 8. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| | | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; | |
| | | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |
| | | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
The following table presents information about the Companys assets that are measured at fair value on a recurring basis as of December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| | | Level | | December 31, 2025 | | |
| Assets: | | | | | | |
| Investments held in Trust Account | | 1 | | $ | 174,316,692 | | |
The fair value of the Public Warrants is $1,834,250, or $0.319 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model using Level 3 inputs. The Public Warrants have been classified within shareholders deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:
| | | September22, 2025 | | |
| Underlying stock price | | $ | 9.88 | | |
| Exercise price | | $ | 11.50 | | |
| Volatility | | | 5.00 | % | |
| Term (in years) | | | 6.99 | | |
| Risk-free rate | | | 3.83 | % | |
| Market adjustment | | | 26.4 | % | |
F-19
GALATA
ACQUISITION CORP. II
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
NOTE 9. SEGMENT INFORMATION
ASC 280 establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the CODM, or group, in deciding how to allocate resources and assess performance.
The Companys CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that there is only one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the accompanying statement of operations as net income. The measure of segment assets is reported on the accompanying balance sheet as total assets. When evaluating the Companys performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following:
| | | December31, 2025 | | |
| Cash | | $ | 954,585 | | |
| Investments held in Trust Account | | $ | 174,316,692 | | |
| | | For the Periodfrom June 20, 2025 (Inception) through December 31, 2025 | | |
| General and administrative fees | | $ | 281,704 | | |
| Interest earned on investments held in Trust Account | | $ | 1,816,692 | | |
The CODM reviews interest earned on investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
General and administrative fees are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews general and administrative fees to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative fees, as reported on the accompanying statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income are reported on the accompanying statement of operations and described within their respective disclosures.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
F-20
EXHIBIT
INDEX
|
No. |
|
Description
of Exhibit | |
|
1 |
|
Underwriting Agreement, dated September 18, 2025, by and between the Company and BTIG, as representative of the several Underwriters. (3) | |
|
3 |
|
Amended and Restated Memorandum and Articles of Association of the Company. (3) | |
|
4.1 |
|
Form of Specimen Unit Certificate.(2) | |
|
4.2 |
|
Form of Specimen Ordinary Share Certificate. (2) | |
|
4.3 |
|
Form of Specimen Warrant Certificate. (2) | |
|
4.4 |
|
Warrant Agreement, dated September 18, 2025, by and between the Company and Continental, as warrant agent. (3) | |
|
4.5 |
|
Description of Registered Securities.* | |
|
10.1 |
|
Promissory Note, dated June 30, 2025, issued by the Company to the Sponsor. (1) | |
|
10.2 |
|
Securities Subscription Agreement, dated June 30, 2025, between the Company and the Sponsor. (1) | |
|
10.3 |
|
Investment Management Trust Agreement, dated September 18, 2025, by and between the Company and Continental, as trustee. (3) | |
|
10.4 |
|
Registration Rights Agreement, dated September 18, 2025, by and among the Company and certain security holders. (3) | |
|
10.5 |
|
Private Placement Warrants Purchase Agreement, dated September 18, 2025, by and between the Company and the Sponsor. (3) | |
|
10.6 |
|
Private Placement Units Purchase Agreement, dated September 18, 2025, by and between the Company and BTIG. (3) | |
|
10.7 |
|
Letter Agreement, dated September 18, 2025, by and among the Company, its officers, directors, and the Sponsor. (3) | |
|
10.8 |
|
Form of Indemnity Agreement. (3) | |
|
10.9 |
|
Administrative Services Agreement, dated September 18, 2025, between the Company and Callaway Capital Management, LLC. (3) | |
|
14 |
|
Form of Business Conduct and Code of Ethics, adopted September 18, 2025. (1) | |
|
19 |
|
Insider Trading Policies and Procedures, adopted September 18, 2025.* | |
|
31.1 |
|
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
|
31.2 |
|
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
|
32.1 |
|
Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |
|
32.2 |
|
Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |
|
97 |
|
Executive Compensation Clawback Policy, adopted as of September 18, 2025.* | |
|
99.1 |
|
Audit Committee Charter.(2) | |
|
99.2 |
|
Compensation Committee Charter.(2) | |
|
101.INS |
|
Inline
XBRL Instance Document.* | |
|
101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document.* | |
|
101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.* | |
|
101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document.* | |
|
101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document.* | |
|
101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.* | |
|
104 |
|
Cover
Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* | |
|
* |
Filed herewith. | |
|
** |
Furnished herewith. | |
|
|
| |
|
(1) |
Incorporated by reference to the Companys Registration Statement on Form S-1 (File No. 333-289853), filed with the SEC on August 26, 2025. | |
|
|
| |
|
(2) |
Incorporated by reference to Amendment No. 1 to the Companys Registration Statement on Form S-1/A (File No. 333-289853), filed with the SEC on September 12, 2025. | |
|
|
| |
|
(3) |
Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on September 24, 2025. | |
47
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
|
March 26, 2026 |
GALATA ACQUISITION CORP. II | |
|
|
|
| |
|
|
By: |
/s/ Craig Perry | |
|
|
Name: |
| |
|
|
Title: |
Chief Executive Officer (Principal Executive Officer) | |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
|
Name |
|
Position |
|
Date | |
|
|
|
| |
|
/s/ Craig Perry |
|
Chief Executive Officer |
|
March 26, 2026 | |
|
Craig Perry |
|
(Principal Executive Officer) |
|
| |
|
|
|
| |
|
/s/ Powers Spencer |
|
Chief Financial Officer |
|
March 26, 2026 | |
|
Powers Spencer |
|
(Principal Financial and Accounting Officer) |
|
| |
|
|
|
| |
|
/s/ Daniel Freifeld |
|
Chairman
of the Board |
|
March 26, 2026 | |
|
Daniel Freifeld |
|
|
|
| |
|
|
|
| |
|
/s/ Douglas Lute |
|
Director |
|
March 26, 2026 | |
|
Douglas Lute |
|
|
|
| |
|
|
|
| |
|
/s/ Agostina Nieves |
|
Director |
|
March 26, 2026 | |
|
Agostina Nieves |
|
|
|
| |
|
|
|
| |
|
/s/ Andy Abell |
|
Director |
|
March 26, 2026 | |
|
Andy Abell |
|
|
|
| |
48