Gesher Acquisition Sponsor II LLC - Mar 20, 2025 Form 3 Insider Report for Gesher Acquisition Corp. II (GSHR)

Role: 10%+ Owner
Signature: /s/ Ezra Gardner as authorized signer of Gesher Acquisition Sponsor II LLC
Stock symbol: GSHR
Transactions as of: Mar 20, 2025
Transactions value $: $0
Form type: 3
Date filed: 3/20/2025, 09:58 PM
Next filing: Mar 26, 2025
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	GSHR	Class B Ordinary Shares							Mar 20, 2025	Class A Ordinary Shares	5.51M		Direct	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	As described in the registration statement on Form S-1 (File No. 333-284552) of Gesher Acquisition Corp. II. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
F2	These shares represent the Class B ordinary shares held by Gesher Acquisition Sponsor II LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 622,231 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
F3	Gesher Acquisition Sponsor II LLC, our sponsor, is the record holder of such shares. The managing member of our 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.