Gesher Acquisition Sponsor II LLC - 24 Mar 2025 Form 4 Insider Report for Gesher Acquisition Corp. II (GSHR)

Role: Officer, Director, 10%+ Owner
Signature: /s/Ezra Gardner, as authorized signer of Gesher Acquisition Sponsor II LLC
Issuer symbol: GSHR
Transactions as of: 24 Mar 2025
Net transactions value: +$4,031,250
Form type: 4
Filing time: 26 Mar 2025, 17:00:05 UTC
Previous filing: 20 Mar 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GSHR	Class A Ordinary Shares	Purchase	$4,031,250	+403,125		$10.00	403,125	24 Mar 2025	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares underlying units (each unit consisting of one Class A ordinary share and one-half of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by Gesher Acquisition Sponsor II, LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Gesher Acquisition Corp. II (the "Issuer"). Does not include 5,513,483 Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-284552).
F2	Gesher Acquisition Sponsor II LLC is the record holder of such shares. The managing member of the Sponsor is Gesher Management II, LLC. Mr. Ezra Gardner is the sole managing member of Gesher Management II LLC, is our Chief Executive Officer and a director, and holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, Mr. Gardner may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Gardner disclaims any beneficial ownership except to the extent of his pecuniary interest therein, directly or indirectly.

Content

Represents shares underlying units (each unit consisting of one Class A ordinary share and one-half of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by Gesher Acquisition Sponsor II, LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Gesher Acquisition Corp. II (the "Issuer"). Does not include 5,513,483 Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-284552).

Gesher Acquisition Sponsor II LLC is the record holder of such shares. The managing member of the Sponsor is Gesher Management II, LLC. Mr. Ezra Gardner is the sole managing member of Gesher Management II LLC, is our Chief Executive Officer and a director, and holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, Mr. Gardner may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Gardner disclaims any beneficial ownership except to the extent of his pecuniary interest therein, directly or indirectly.