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

Footnote 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).

Footnote 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.