Gesher Acquisition Corp II-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-42562 GESHER ACQUISITION CORP. II(Exact name of registrant as specified in its charter) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 13, 2026, there were 14,940,625 Class A Ordinary Shares, par value $0.0001 per share, and 5,513,483 Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. GESHER ACQUISITION CORP. II FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATION1Item 1.Financial Statements1Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 20252Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three Months EndedMarch 31, 2026 and 20253Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 20254Notes to Unaudited Condensed Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.19Item 3.Quantitative and Qualitative Disclosures About Market Risk.24Item 4.Controls and Procedures.24PART II – OTHER INFORMATION25Item 1.Legal Proceedings.25Item 1A.Risk Factors.25Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.25Item 3.Defaults Upon Senior Securities.26Item 4.Mine Safety Disclosures.26Item 5.Other Information.26Item 6.Exhibits.27SIGNATURES28 Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with theSEC (as defined below) on March 27, 2026;●“2025 Q1 Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed withthe SEC on May 14, 2025;●“2025 Q2 Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed withthe SEC on August 14, 2025;●“Administrative Services Agreement” are to the Administrative Services Agreement, dated March 20, 2025, which we enteredinto with an affiliate of our Sponsor (as defined below);●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently ineffect;●“ASC” are to the FASB (as defined below) Accounting Standards Codification;●“ASU” are to the FASB Accounting Standards Update;●“ASU2024-03”are to FASB ASU Topic 2024-03,“Income Statement-Reporting Comprehensive Income-ExpenseDisaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”;●“Board of Directors” or “Board” are to our board of directors;●“BTIG” are to BTIG, LLC, representative of the Underwriters (as defined below);●“Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses;●“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;●“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;●“Class B Ordinary Shares” are to our