SecProbe.io

CORRESP
 1
 filename1.htm

 GESHER ACQUISITION CORP. II

 3141 Walnut Street Suite 203b

 Denver, Colorado 80205

 March 12, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
Stacy Gorman and Jeffrey Gabor

 Re:
 Gesher Acquisition Corp. II

 Registration Statement on Form S-1

 Filed January 28, 2025
 File No. 333-284552

 Dear Ms. Gorman and Mr. Gabor:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Gesher Acquisition Corp. II hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. ET on March 14, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Ezra Gardner

 Ezra Gardner

 Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 March
12, 2025

 VIA
EDGAR

 Securities
and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 Gesher Acquisition Corp. II Registration Statement
 on Form S-1 File No. 333-284552

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Gesher
Acquisition Corp. II that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become
effective at 4:30 p.m. ET on March 14, 2025, or as soon as thereafter practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to
each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed
form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that
it will comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

 [ signature page follows ]

 Very truly yours,

 BTIG, LLC

 By:
 /s/ Paul Wood

 Name: Paul Wood

 Title: Managing Director, Co-Head of SPAC Investment Banking

 [Signature
page to Underwriter's Acceleration Request]

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 10, 2025

Ezra Gardner
Chief Executive Officer
Gesher Acquisition Corp. II
3141 Walnut Street
Suite 203b
Denver, CO 80205

 Re: Gesher Acquisition Corp. II
 Amendment No. 1 to Registration Statement on Form S-1
 Filed February 27, 2025
 File No. 333-284552
Dear Ezra Gardner:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our February 24,
2025, letter.

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.
 March 10, 2025
Page 2

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.
 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.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Gesher Acquisition Corp. II

3141 Walnut Street

Suite 203b

Denver, CO 80205

VIA EDGAR

February 27, 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:

    Stacie Gorman

    Jeffrey Gabor

    Re:

    Gesher Acquisition Corp. II

    Registration Statement on Form S-1

    Filed January 28, 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 February 24, 2025 regarding the Registration
Statement on Form S-1 submitted to the Commission on January 28, 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. In response
to the Staff’s comments, the Company is submitting the Amendment No. 1 to the Draft Registration Statement on Form S-1 (the “Registration
Statement”), which is being submitted to the Commission contemporaneously with the submission of this response letter.

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 SK. 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.

Response: The Company acknowledges the Staff’s comment regarding
dilution and advises the Staff that it has revised its disclosure on the cover page, page 7 and page 117 of Amendment No. 1. Additionally,
the Company acknowledges the Staff’s comment regarding compensation and engagement of the sponsor and advises the Staff that it
has revised its disclosure on the cover page, pages 7 and 117 of to address the Staff’s comment.

    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.

Response: The Company acknowledges the
comment of the Staff and has revised the disclosure on the cover page, and pages 23, 30 and 161 accordingly

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.

Response: The Company acknowledges the
comment of the Staff and has clarified the disclosure on page 8.

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.

Response: The Company acknowledges the
comment of the Staff, and advises in the Form of Amended and Restated Memorandum and Articles of Association attached to Amendment No.
1 as Exhibit 3.2, the Company has removed the reference to such minimum net tangible assets threshold, which was previously included in
Exhibit 3.1.1 in error.

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 SK.

Response: The Company acknowledges the
comment of the Staff and has clarified the disclosure on pages 43 and 155 accordingly.

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.

Response:
 As noted in response to comment number 4 above, The Company
acknowledges the comment of the Staff, and advises in the Form of Amended and Restated Memorandum and Articles of Association attached
to Amendment No. 1 as Exhibit 3.2, the Company has removed the reference to such minimum net tangible assets threshold, which was previously
included in Exhibit 3.1.1 in error.

    2

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

3

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.