{"url_path":"/sec/gshrw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2044635/0001213900-26-056176-index.html","accession_number":"0001213900-26-056176","cik":"0002044635","ticker":"GSHR","issuer_name":"Gesher Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2044635/0001213900-26-056176-index.html","primary_entity_key":"0002044635","primary_entity_name":"Gesher Acquisition Corp. II"},"word_count":386,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.**\n\n \n\n**Unregistered Sales of Equity Securities**\n\n \n\nThere were no sales of unregistered securities\nduring the quarterly period covered by this Report. However, simultaneously with the closing of the Initial Public Offering and pursuant\nto the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 565,625 Private Placement Units to the Sponsor\nand BTIG in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $5,656,250.\nOf those 565,625 Private Placement Units, the Sponsor purchased 403,125 Private Placement Units and BTIG purchased 162,500 Private Placement\nUnits. The Private Placement Units (and underlying securities) are identical to the Public Warrants, except as otherwise disclosed\nin the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private\nPlacement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\n \n\n25\n\n \n\n**Use of Proceeds**\n\n \n\nThere were no offerings of registered securities\nand therefore no planned use of proceeds from such offerings during the quarterly period covered by this Report. For a description of\nthe use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of the 2025 Q1 Form 10-Q. There\nhas been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the\nIPO Registration Statement. The specific investments in our Trust Account may change from time to time.\n\n \n\nTo mitigate the risk that we might be deemed to\nbe an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust\nAccount, we may, at any time (based on our Management Team’s ongoing assessment of all factors related to our potential status under\nthe Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds\nin the Trust Account in cash or in an interest-bearing demand deposit account at a bank.\n\n \n\n**Purchases of Equity Securities by the Issuer\nand Affiliated Purchasers**\n\n \n\nThere were no purchases of our equity securities\nby us or an affiliate during the quarterly period covered by this Report."}