Correspondence 0001213900-25-022884 from Gesher Acquisition Corp. II (GSHR)
Gesher Acquisition Corp. II
Date: March 11, 2025 · CIK: 0002044635 · Accession: 0001213900-25-022884
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284552
Letter
VIA EDGAR Office of Real Estate & Construction Attention: Stacy Gorman and Jeffrey Gabor Re: Gesher Acquisition Corp. II Amendment No. 1 to Registration Statement on Form S-1 Filed February 27, 2025 File No. 333-284552
Dear Ms. Gorman and Mr. Gabor:
Gesher Acquisition Corp. II (the " Company ," " we ," " our " or " us ") hereby transmits our response to the comment letter received from the staff (the " Staff ," " you " or " your ") of the U.S. Securities and Exchange Commission (the " Commission "), dated March 10, 2025 regarding the Amendment No. 1 to Registration Statement on Form S-1 (the " Registration Statement ") submitted to the Commission on February 27, 2025.
For the Staff's convenience, we have repeated below the Staff's comments in bold and have followed each comment with the Company's response.
Amendment No. 1 to Registration Statement on Form S-1
Cover page
1. We note your response to prior comment 1. Please also clarify whether the cashless exercise of the private warrants issuable upon the conversion of the working capital loans may result in a material dilution of the purchaser's equity interests. Please refer to Item 1602(a)(3) of Regulation S-K.
Response : The Company acknowledges the comments of the Staff and we have revised the Cover Page of the Registration Statement to add the requested disclosure.
Part II. Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules.
Exhibit 5.2, page II-2
2. Please request Cayman counsel to revise its opinion in Exhibit 5.2 to remove inappropriate assumptions. In this regard, for example, we note paragraphs 1, 2, 6, and 11 of Part 2. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
Response : The Company and Cayman counsel acknowledge the comments of the Staff and counsel (i) has revised its opinion in Exhibit 5.2 to remove paragraphs 1,2 and 6 of Part 2 and (ii) has removed the words "were or" in paragraph 11 (now paragraph 8 in the current revised opinion) of Part 2. Cayman counsel has also updated the second to the last paragraph of the letter.
We thank you for your review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our counsel, David E. Fleming, Esq., at dfleming@egsllp.com or by telephone at (212) 370-1300.
Sincerely,
/s/ Ezra Gardner
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CORRESP 1 filename1.htm Gesher Acquisition Corp. II 3141 Walnut Street Suite 203b Denver, CO 80205 VIA EDGAR March 11, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacy Gorman and Jeffrey Gabor Re: Gesher Acquisition Corp. II Amendment No. 1 to Registration Statement on Form S-1 Filed February 27, 2025 File No. 333-284552 Dear Ms. Gorman and Mr. Gabor: Gesher Acquisition Corp. II (the " Company ," " we ," " our " or " us ") hereby transmits our response to the comment letter received from the staff (the " Staff ," " you " or " your ") of the U.S. Securities and Exchange Commission (the " Commission "), dated March 10, 2025 regarding the Amendment No. 1 to Registration Statement on Form S-1 (the " Registration Statement ") submitted to the Commission on February 27, 2025. For the Staff's convenience, we have repeated below the Staff's comments in bold and have followed each comment with the Company's response. Amendment No. 1 to Registration Statement on Form S-1 Cover page 1. We note your response to prior comment 1. Please also clarify whether the cashless exercise of the private warrants issuable upon the conversion of the working capital loans may result in a material dilution of the purchaser's equity interests. Please refer to Item 1602(a)(3) of Regulation S-K. Response : The Company acknowledges the comments of the Staff and we have revised the Cover Page of the Registration Statement to add the requested disclosure. Part II. Information not Required in Prospectus Item 16. Exhibits and Financial Statement Schedules. Exhibit 5.2, page II-2 2. Please request Cayman counsel to revise its opinion in Exhibit 5.2 to remove inappropriate assumptions. In this regard, for example, we note paragraphs 1, 2, 6, and 11 of Part 2. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. Response : The Company and Cayman counsel acknowledge the comments of the Staff and counsel (i) has revised its opinion in Exhibit 5.2 to remove paragraphs 1,2 and 6 of Part 2 and (ii) has removed the words "were or" in paragraph 11 (now paragraph 8 in the current revised opinion) of Part 2. Cayman counsel has also updated the second to the last paragraph of the letter. We thank you for your review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our counsel, David E. Fleming, Esq., at dfleming@egsllp.com or by telephone at (212) 370-1300. Sincerely, /s/ Ezra Gardner Ezra Gardner Chief Executive Officer cc: David E. Fleming, Esq. Ellenoff Grossman & Schole LLP