0001213900-26-035746
SEC filingGesher Acquisition Corp. II, a blank check company (SPAC), reported a net income of $3.5 million for the fiscal year ended December 31, 2025. This profit was driven entirely by $4.5 million in interest earned on marketable securities held in the Trust Account, offset by $1.1 million in general and administrative expenses. The company has not generated any operating revenues to date. As of December 31, 2025, the company held $148.7 million in a Trust Account and $1.1 million in cash outside the Trust Account. The company completed its Initial Public Offering (IPO) in March 2025, raising approximately $143.8 million in gross proceeds. The company faces a deadline of December 24, 2026, to consummate an initial Business Combination. Management has noted substantial doubt about the company's ability to continue as a going concern if a Business Combination is not completed within the Combination Period.
For the fiscal year ended December 31, 2025, Gesher Acquisition Corp. II reported a net income of $3.5 million. This result was primarily driven by $4.5 million in interest earned on marketable securities held in the Trust Account. Operating performance showed a loss from operations of $1.1 million, attributable entirely to general and administrative expenses. The company has not generated any operating revenues since its inception on August 29, 2024. The financial activity for the year was dominated by the consummation of the Initial Public Offering (IPO) in March 2025, which provided the capital base for the Trust Account.
As a blank check company, Gesher Acquisition Corp. II has not generated any operating revenues to date and does not expect to generate operating revenues until after the consummation of an initial Business Combination. The only income recognized during the fiscal year 2025 was non-operating income in the form of interest income derived from investments held in the Trust Account. The company's business strategy is focused on identifying and acquiring a target business, specifically targeting businesses located in Israel that conduct business internationally.
The company's profitability is currently tied to interest rates on the marketable securities held in the Trust Account rather than operational efficiency. The operating margin is not meaningful due to the absence of revenue. General and administrative expenses of $1.1 million represent the cost of operating as a public company and searching for a Business Combination target. The net profit margin is positive solely due to the interest income exceeding these operational costs.
As of December 31, 2025, the company held $148.7 million in marketable securities within the Trust Account and $1.1 million in cash outside the Trust Account. Net cash used in operating activities was $0.8 million. Financing activities provided $146.1 million in cash, primarily from the IPO and private placement, while investing activities used $144.2 million to fund the Trust Account. The company has no long-term debt but has a deferred underwriting fee liability of $5.0 million payable upon a successful Business Combination.
The company has until December 24, 2026, to consummate an initial Business Combination. Management has expressed substantial doubt about the company's ability to continue as a going concern if a Business Combination is not completed within this timeframe. The company is actively searching for targets, focusing on Israeli companies. Risks include geopolitical instability in the Middle East and the inability to secure additional financing if required for a transaction. If no Business Combination is completed, the company will liquidate and redeem public shares at approximately $10.35 per share.