SecProbe.io

February 24, 2025
Ezra Gardner
Chief Executive Officer
Gesher Acquisition Corp. II
3141 Walnut Street
Suite 203b
Denver, CO 80205
Re:Gesher Acquisition Corp. II
Registration Statement on Form S-1
Filed January 28, 2025
File No. 333-284552
Dear Ezra Gardner:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed January 28, 2025
Cover Page
1.We note your disclosure in paragraph 8. Please revise to state whether the exercise of
the private warrants and warrants issued in on a cashless basis and the conversion of
the working capital loans into warrants may result in a material dilution of the
purchasers' equity interests. Please refer to Item 1602(a)(3) of Regulation S-
K. Further, please describe the extent to which compensation may result in a material
dilution of the purchasers’ equity interests. Also, we note your disclosure on page 41
that you may engage your sponsor or an affiliate as an advisor and pay a salary. Please
revise your disclosure here and in the sections regarding your sponsor starting
on pages 6 and 115. Please refer to Items 1602(a)(3),1602(b)(6), and 1603(a)(6) of
Regulation S-K.

February 24, 2025
Page 2
2.We note disclosure on page 23 and elsewhere in the filing that if the non-managing
sponsor investors purchase all of the units for which they have expressed interest or
otherwise hold a substantial number of units, then they will potentially have different
interests than other public shareholders. Please revise to clarify that regardless of the
number of units they purchase, non-managing sponsor investors will have different
interests than other public shareholders in that they will be incentivized to vote for a
business combination due to their indirect interest in founder shares and private
warrants.
Our Sponsor, page 6
3.We note your disclosure on page 8 that the founders shares will convert to Class A
shares at the time of the business combination and will be adjusted so that the
founders will hold 25% of the shares. However, on the cover page and elsewhere, you
note that the founders' shares will equal 27.72% of the shares upon completion of the
offering. Please advise.
Proceeds to be held in trust account, page 28
4.We note that Section 53.2 of your Memorandum and Articles of Association filed as
Exhibit 3.1.1, provides that the Company shall not repurchase Public Shares in an
amount that would cause the Company’s net tangible assets to be less than US
$5,000,001. Please revise your cover page and disclosure throughout as appropriate to
address this limitation on redemptions. Please refer to Item 1602(b)(2) of Regulation
S-K.
Conflicts of Interest, page 42
5.We note your disclosure on page 43 that your "sponsor, officers, or directors may
sponsor or form other special purpose acquisition companies similar to [yours] or may
pursue other business or investment ventures during the period in which [you] are
seeking an initial business combination." Please clarify how opportunities to acquire
targets will be allocated among SPACs. Please make similar revisions to your
disclosure on page 155. Please refer to Items 1602(b)(7) and 1603(b) of Regulation S-
K.
Dilution, page 105
6.We note your tabular presentation of dilution at quartile intervals on the outside cover
page and on page 105. Such tabular presentation appears to assume your maximum
redemption threshold is the entire number of shares to be sold to public shareholders
as part of this offering. We refer to your Memorandum and Articles of Association
filed as Exhibit 3.1.1, and note that Section 53.2 provides that the Company shall not
repurchase Public Shares in an amount that would cause the Company’s net tangible
assets to be less than US$5,000,001 following such repurchases. Please tell us how
you considered this redemption limitation in your determination of your maximum
redemption threshold for your dilution presentation. Please refer to Item 1602 of
Regulation S-K.

February 24, 2025
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kellie Kim at 202-551-3129 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:David E. Fleming, Esq.