Gesher Acquisition Corp. II Reports Director and Officer Changes

TL;DR

Gesher Acquisition Corp. II is shuffling its board and execs, effective Dec 1st.

AI Summary

Gesher Acquisition Corp. II filed an 8-K on December 4, 2025, reporting changes effective December 1, 2025. The filing details the departure of directors, election of new directors, and appointment of certain officers, along with updates to compensatory arrangements for these officers. The company is incorporated in the Cayman Islands and its fiscal year ends on December 31.

Why It Matters

Changes in a company's board of directors and executive officers can signal shifts in strategy, governance, or operational focus.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance changes and does not appear to involve significant financial transactions or operational disruptions.

Key Players & Entities

• Gesher Acquisition Corp. II (company) — Registrant
• Cayman Islands (location) — State of Incorporation
• December 1, 2025 (date) — Effective date of reported changes
• December 4, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share GSHR The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 GSHRW The Nasdaq Stock Market LLC

Filing Documents

• ea0268362-8k_gesher2.htm (8-K) — 32KB
• 0001213900-25-117972.txt ( ) — 249KB
• gshrw-20251201.xsd (EX-101.SCH) — 4KB
• gshrw-20251201_def.xml (EX-101.DEF) — 27KB
• gshrw-20251201_lab.xml (EX-101.LAB) — 37KB
• gshrw-20251201_pre.xml (EX-101.PRE) — 25KB
• ea0268362-8k_gesher2_htm.xml (XML) — 7KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2025 Gesher Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-42562 98-1833264 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3141 Walnut Street , Suite 203b Denver , Colorado 80205 (Address of principal executive offices, including Registrant's telephone number, including area code: ( 212 ) 993-1560 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant GSHRU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share GSHR The Nasdaq Stock Market LLC Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 GSHRW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. I tem5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 1, 2025, Sagi Dagan, the Chief Financial Officer of Gesher Acquisition Corp. II (the "Company") and a member of the Board of Directors of the Company (the "Board"), submitted a letter to the Board pursuant to which he notified them of his resignation, effective as of December 31, 2025, as both the Chief Financial Officer and a director of the Company. Mr. Dagan's resignation is not the result of any disagreement with the Company relating to the Company's operations, policies or practices. On December 2, 2025, the Board accepted the resignation of Mr. Dagan and appointed Caroline Fu as the Deputy Chief Financial Officer of the Company, effective as the date hereof, and as the Chief Financial Officer of the Company, effective January 1, 2026. Ms. Fu has more than 15 years of experience in fundamental investment research. Most recently, since August 2025, she has served as a consultant to the Company, in connection with its search and diligence of potential target companies. Prior to that, she served as the lead Industrial Analyst at Norias Capital, a long-short equity hedge fund, from January 2024 to September 2024. Prior to joining Norias, Ms. Fu held a series of investment analyst roles across several prominent firms, including Point72 Asset Management (from January 2019 to September 2021), Citadel Asset Management (Surveyor) (from March 2015 to December 2017), and Maverick Capital (from August 2010 to June 2012), where she focused primarily on generating and evaluating investment ideas within the Industrial and Energy sectors. She holds an MBA degree from The Wharton School of the University of Pennsylvania and an M.Phil. in Statistical Sciences from the University of Cambridge. Ms. Fu earned her undergraduate degree in Mathematics from Imperial College London. No family relationships exist between Ms. Fu and any director or executive officer of the Company. There are no transactions to which the Company is or was a participant and in which Ms. Fu has a material interest subject to disclosure under Item 404(a) of Regulation S-K. In connection with her appointment, Ms. Fu signed a joinder to that certain letter agreement dated as of March 20, 2025, by and among the Company, its officers, its directors and Gesher Acquisition Sponsor II LLC, pursuant to which, among other things, the signatories agreed to waive certain redemption rights and to vote any ordinary shares of Company they hold in favor of an initial business c

View Full Filing

View this 8-K filing on SEC EDGAR