Galata II Files S-1/A for $150M IPO, Eyes Tech, Energy SPAC Deals

TL;DR

**Avoid LATAW; the substantial dilution and inherent conflicts of interest for management make this SPAC a high-risk bet for public shareholders.**

AI Summary

Galata Acquisition Corp. II (LATAW) filed an S-1/A on September 11, 2025, for an initial public offering of 15,000,000 units at $10.00 each, aiming to raise $150,000,000. Each unit comprises one Class A ordinary share and one-third of one redeemable warrant, with whole warrants exercisable at $11.50 per share. The SPAC intends to target businesses in energy, fintech, real estate, and technology sectors. The sponsor, Galata Acquisition Sponsor II, LLC, and BTIG have committed to purchase 4,850,000 private placement warrants for $4,850,000. Non-managing sponsor investors have expressed interest in purchasing up to 7,762,500 units in the offering and indirectly purchasing 2,850,000 private placement warrants for $2,850,000. The sponsor acquired 5,750,000 Class B ordinary shares for a nominal price of $25,000, or $0.004 per share, leading to immediate and substantial dilution for public shareholders. Management, including CEO Craig Perry and CIO Daniel Freifeld, hold significant indirect interests in founder shares, creating potential conflicts of interest. The company will repay up to $300,000 in loans to its sponsor and pay a $10,000 monthly administrative services fee.

Why It Matters

This S-1/A filing signals Galata Acquisition Corp. II's intent to raise significant capital for a SPAC merger, potentially impacting the competitive landscape in the energy, fintech, real estate, and technology sectors. Investors face immediate and substantial dilution due to the sponsor's nominal purchase price of $0.004 per founder share, compared to the $10.00 public offering price. The structure, including private placement warrants and potential conversion of working capital loans, could further dilute public shareholders. Employees and customers of a future target company could see changes in operations and strategic direction post-merger, while the broader market watches for new entrants and consolidation in these key sectors.

Risk Assessment

Risk Level: high — The risk level is high due to the significant dilution public shareholders will incur from the sponsor's purchase of 5,750,000 Class B ordinary shares for a nominal $0.004 per share, compared to the $10.00 public offering price. Additionally, the potential for up to $1,500,000 in working capital loans to be converted into private placement warrants at $1.00 per warrant further exacerbates dilution. Management's indirect ownership of founder shares, such as Daniel Freifeld's 1,961,062 founder shares and Craig Perry's 515,250 founder shares, creates strong incentives to complete a business combination even if it's not optimal for public shareholders.

Analyst Insight

Investors should exercise extreme caution and thoroughly evaluate the significant dilution and potential conflicts of interest before considering an investment in LATAW. Given the nominal cost basis for sponsor shares and the potential for further dilution from warrants and working capital loans, a 'wait and see' approach until a definitive business combination target is identified and fully vetted is advisable.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

$0.00

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• $150,000,000 — Total offering size (Represents 15,000,000 units at $10.00 per unit)
• 15,000,000 — Units offered (Each unit priced at $10.00)
• $10.00 — Offering price per unit (Price for one Class A ordinary share and one-third of one redeemable warrant)
• $11.50 — Warrant exercise price (Price to purchase one Class A ordinary share per whole warrant)
• 4,850,000 — Private placement warrants (Committed purchase by sponsor and BTIG at $1.00 per warrant)
• 5,750,000 — Class B ordinary shares (Purchased by sponsor for $25,000, or $0.004 per share)
• $0.004 — Sponsor's per-share cost (Nominal price paid for Class B ordinary shares, leading to significant dilution)
• 24 months — Time to complete business combination (From the closing of the offering, before founder shares and warrants expire worthless)
• $1,500,000 — Maximum working capital loans (Convertible into private placement warrants at $1.00 per warrant)
• $10,000 — Monthly administrative services fee (Paid to sponsor or its affiliate for office space and support)

Key Players & Entities

• Galata Acquisition Corp. II (company) — Registrant for S-1/A filing
• Galata Acquisition Sponsor II, LLC (company) — Sponsor of the SPAC
• BTIG (company) — Underwriter and private placement warrant purchaser
• Craig Perry (person) — Chief Executive Officer, indirect interest in 515,250 founder shares
• Daniel Freifeld (person) — Chairman and Chief Investment Officer, indirect interest in 1,961,062 founder shares
• William Weir (person) — President and Chief Operating Officer, indirect interest in 653,688 founder shares
• Powers Spencer (person) — Chief Financial Officer, indirect interest in 100,000 founder shares
• Douglas S. Ellenoff (person) — Counsel from Ellenoff Grossman & Schole LLP
• Joel L. Rubinstein (person) — Counsel from White & Case LLP
• U.S. Securities and Exchange Commission (regulator) — Filing authority for S-1/A

FAQ

Risk Factors

• Dilution from Sponsor Shares [high — financial]: The sponsor acquired 5,750,000 Class B ordinary shares for a nominal price of $25,000 ($0.004 per share). This low per-share cost for a significant block of founder shares will result in substantial dilution for public shareholders upon conversion and potential future equity issuances.
• Sponsor Loans and Fees [medium — financial]: The company will repay up to $300,000 in loans from its sponsor and pay a $10,000 monthly administrative services fee. These ongoing financial obligations to the sponsor could impact the company's working capital and profitability.
• Warrant Overhang and Dilution [medium — financial]: The offering includes 15,000,000 units, each with one-third of a warrant, and 4,850,000 private placement warrants. If all warrants are exercised, this could lead to significant dilution for existing shareholders, especially if the exercise price of $11.50 is below the market price of the target company's shares.
• Limited Time for Business Combination [high — operational]: The SPAC has a 24-month timeframe to complete a business combination. Failure to do so will result in the expiration of founder shares and warrants, potentially leading to liquidation and loss of invested capital for public shareholders.
• Redemption Risk [medium — financial]: Public shareholders have redemption rights upon completion of the business combination. A high redemption rate could deplete the trust account, leaving insufficient capital for the target business and potentially impacting the viability of the combination.
• Potential Conflicts of Interest [medium — legal]: Management, including the CEO and CIO, hold significant indirect interests in founder shares. This creates potential conflicts of interest when evaluating business combination targets, as their personal financial interests may not align with those of public shareholders.

Industry Context

Galata Acquisition Corp. II intends to target businesses in the energy, fintech, real estate, and technology sectors. These sectors are dynamic and subject to rapid innovation and disruption. The fintech and technology sectors, in particular, are experiencing significant growth and investment, driven by digital transformation and evolving consumer preferences. The energy sector is undergoing a transition towards sustainable and renewable sources, while real estate continues to be influenced by economic cycles and technological advancements in property management and development.

Regulatory Implications

As a Cayman Islands exempted company, Galata Acquisition Corp. II is subject to U.S. securities laws due to its listing on a U.S. exchange and its offering of securities in the U.S. The company must comply with SEC regulations, including disclosure requirements under the Securities Act of 1933 and the Exchange Act. Potential future regulations, such as those related to SPACs or specific industries targeted for acquisition, could also impact operations and compliance.

What Investors Should Do

1. Review Sponsor Dilution
2. Evaluate Target Sector Risks
3. Assess Management's Alignment
4. Monitor Redemption Rates
5. Understand Warrant Structure

Key Dates

• 2025-09-11: Filing of S-1/A — Initiates the public offering process for Galata Acquisition Corp. II, detailing the terms of the units and the SPAC's objectives.

Glossary

SPAC

Special Purpose Acquisition Company. A shell company that is created to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. (Galata Acquisition Corp. II is a SPAC seeking to acquire a target business.)

Units

A security that combines two or more different types of securities, typically a stock and a warrant, offered together as a single package. (The offering consists of units, each containing one Class A ordinary share and one-third of a redeemable warrant.)

Redeemable Warrant

A warrant that gives the holder the right, but not the obligation, to purchase a share of common stock at a specified price within a specified time frame. These are often included in SPAC units. (These warrants are part of the units and can be exercised by holders to purchase Class A ordinary shares.)

Class B Ordinary Shares

A class of shares typically held by the sponsor of a SPAC, often with different voting rights or conversion terms compared to Class A shares. (The sponsor holds Class B shares, which are subject to conversion into Class A shares upon a business combination and are a source of dilution.)

Trust Account

An account established by a SPAC to hold the proceeds from its IPO, which are typically invested in U.S. Treasury securities. These funds are used for the business combination or returned to shareholders upon liquidation. (The proceeds from the offering will be placed in a trust account, from which redemptions will be paid.)

Business Combination

The merger, acquisition, or other transaction through which a SPAC combines with an operating company. (Galata Acquisition Corp. II's primary objective is to complete an initial business combination within 24 months.)

Dilution

The reduction in the ownership percentage of a shareholder due to the issuance of new shares. (The sponsor's low-cost Class B shares and the potential exercise of warrants will cause dilution to public shareholders.)

Private Placement Warrants

Warrants purchased by the SPAC sponsor and/or institutional investors in a private transaction concurrent with the IPO, typically at a lower price than public warrants. (The sponsor and BTIG are purchasing these warrants, which will also be exercisable for Class A ordinary shares.)

Year-Over-Year Comparison

This is the initial S-1/A filing for Galata Acquisition Corp. II, therefore, there is no prior year filing to compare financial metrics against. Key details such as offering size, unit structure, sponsor share allocation, and target industries are being established in this document.

Key Financial Figures

• $150,000,000 — COMPLETION, DATED SEPTEMBER 11, 2025 $150,000,000 Galata Acquisition Corp. II 15,000,
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment as des
• $1.00 — hare at $11.50 per share, at a price of $1.00 per warrant, or $4,850,000 in the aggre
• $4,850,000 — re, at a price of $1.00 per warrant, or $4,850,000 in the aggregate (or up to $5,300,000 i
• $5,300,000 — r $4,850,000 in the aggregate (or up to $5,300,000 if the underwriters' over -allotment op
• $2,850,000 — f 2,850,000 private placement warrants ($2,850,000 in the aggregate) at a price of $1.00 p
• $3,075,000 — r 3,075,000 private placement warrants ($3,075,000 in the aggregate) if the over -allotmen
• $25,000 — ares for an aggregate purchase price of $25,000 (up to 750,000 of which are subject to
• $0.004 — o have purchased the founder shares for $0.004 per share. The Class B ordinary shares
• $1,500,000 — may experience material dilution if the $1,500,000 in working capital loans is fully advan
• $300,000 — ring or thereafter, we will repay up to $300,000 in loans made to us by our sponsor to c
• $10,000 — gin paying our sponsor or its affiliate $10,000 per month (the "Administrative Services
• $100,000 — d thereon (less taxes payable and up to $100,000 of interest income to pay dissolution e
• $0.20 — 141,750,000 ____________ (1) Includes $0.20 per unit, or $3,000,000 in the aggregat

Filing Documents

• ea0248313-04.htm (S-1/A) — 4367KB
• ea024831304ex1-1_galata2.htm (EX-1.1) — 239KB
• ea024831304ex3-2_galata2.htm (EX-3.2) — 299KB
• ea024831304ex4-1_galata2.htm (EX-4.1) — 20KB
• ea024831304ex4-2_galata2.htm (EX-4.2) — 19KB
• ea024831304ex4-3_galata2.htm (EX-4.3) — 24KB
• ea024831304ex4-4_galata2.htm (EX-4.4) — 160KB
• ea024831304ex5-1_galata2.htm (EX-5.1) — 10KB
• ea024831304ex5-2_galata2.htm (EX-5.2) — 40KB
• ea024831304ex10-1_galata2.htm (EX-10.1) — 45KB
• ea024831304ex10-2_galata2.htm (EX-10.2) — 82KB
• ea024831304ex10-3_galata2.htm (EX-10.3) — 128KB
• ea024831304ex10-4_galata2.htm (EX-10.4) — 43KB
• ea024831304ex10-5_galata2.htm (EX-10.5) — 57KB
• ea024831304ex10-6_galata2.htm (EX-10.6) — 102KB
• ea024831304ex10-9_galata2.htm (EX-10.9) — 12KB
• ea024831304ex14-1_galata2.htm (EX-14.1) — 48KB
• ea024831304ex23-1_galata2.htm (EX-23.1) — 2KB
• ea024831304ex99-1_galata2.htm (EX-99.1) — 44KB
• ea024831304ex99-2_galata2.htm (EX-99.2) — 32KB
• ex5-2_001.jpg (GRAPHIC) — 11KB
• ex5-2_002.jpg (GRAPHIC) — 17KB
• 0001213900-25-087022.txt ( ) — 9475KB
• ck0002076427-20250911.xsd (EX-101.SCH) — 10KB
• ck0002076427-20250911_def.xml (EX-101.DEF) — 17KB
• ck0002076427-20250911_lab.xml (EX-101.LAB) — 122KB
• ck0002076427-20250911_pre.xml (EX-101.PRE) — 72KB
• ea0248313-04_htm.xml (XML) — 1164KB

From the Filing

As filed with the U.S. Securities and Exchange Commission on September 11, 2025. Registration No. 333-289853 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ Galata Acquisition Corp. II (Exact name of registrant as specified in its charter) ____________________________ Cayman Islands 6770 98-1875135 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 818 18 th Avenue South, Suite 925 Nashville, Tennessee 37203 Telephone: 202-866-0901 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ____________________________ Craig Perry Chief Executive Officer 818 18 th Avenue South, Suite 925 Nashville, Tennessee 37203 Telephone: 202-866-0901 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________________ Copies to: Douglas S. Ellenoff Stuart Neuhauser Lijia Sanchez Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 (212) 370 -1300 Joel L. Rubinstein Daniel E. Nussen White & Case LLP 1221 Avenue of the Americas New York, New York 10020 Tel: (212) 819 -8200 ____________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company 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 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS $150,000,000 Galata Acquisition Corp. II 15,000,000 Units Galata Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We currently intend to focus on target businesses in the energy, finan

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