Galata Acquisition II Files S-1 for $150M SPAC IPO

TL;DR

**Avoid LATAW; the founder share structure and potential conflicts of interest make this SPAC a high-risk gamble for public shareholders.**

AI Summary

Galata Acquisition Corp. II (LATAW) filed an S-1 for an initial public offering of 15,000,000 units at $10.00 per unit, aiming to raise $150,000,000. Each unit comprises one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant exercisable at $11.50. The SPAC intends to target businesses in the energy, financial technology, real estate, and technology sectors. The sponsor, Galata Acquisition Sponsor II, LLC, and BTIG committed to purchase 4,850,000 private placement warrants at $1.00 each, totaling $4,850,000. Additionally, non-managing sponsor investors expressed interest in purchasing up to 7,762,500 units in the offering. The sponsor acquired 5,750,000 Class B ordinary shares for a nominal $25,000, or $0.004 per share, leading to significant potential dilution for public shareholders. Management, including CEO Craig Perry and CIO Daniel Freifeld, hold indirect interests in founder shares, creating potential conflicts of interest. The company will pay its sponsor an Administrative Services Fee of $10,000 per month for office support.

Why It Matters

This S-1 filing signals Galata Acquisition Corp. II's entry into the SPAC market, aiming to raise $150 million to acquire a target in high-growth sectors like fintech or energy. For investors, the significant dilution from founder shares purchased at $0.004 each, coupled with potential conflicts of interest from management's indirect founder share ownership, presents a notable risk. The competitive landscape for SPACs remains intense, and LATAW's ability to secure a compelling target within 24 months will be critical for its success and investor returns, especially given the non-binding nature of non-managing sponsor investor interest.

Risk Assessment

Risk Level: high — The risk level is high due to the substantial dilution potential from founder shares purchased by the sponsor for $0.004 per share, compared to the $10.00 public offering price. Additionally, the filing explicitly states that officers and directors could make a substantial profit even if the acquisition target declines in value, creating a conflict of interest. The potential conversion of up to $1,500,000 in working capital loans into private placement warrants at $1.00 per warrant further exacerbates dilution for public shareholders.

Analyst Insight

Investors should exercise extreme caution and thoroughly evaluate the significant dilution and conflict of interest risks outlined in the S-1. Consider waiting until a definitive business combination target is identified and its financials are disclosed before making any investment decisions. The current structure heavily favors the sponsor and management.

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 the capital Galata Acquisition Corp. II aims to raise from its IPO.)
• 15,000,000 — Units offered (The number of units available for purchase in the initial public offering.)
• $10.00 — Offering price per unit (The price at which each unit is sold to the public.)
• $11.50 — Warrant exercise price (The price at which each whole warrant can be exercised to purchase one Class A ordinary share.)
• 4,850,000 — Private placement warrants (Number of warrants committed for purchase by the sponsor and BTIG.)
• $1.00 — Private placement warrant price (The price paid per private placement warrant by the sponsor and BTIG.)
• 5,750,000 — Class B ordinary shares (Number of founder shares purchased by the sponsor.)
• $0.004 — Sponsor's purchase price per founder share (The nominal price paid by the sponsor for Class B ordinary shares, highlighting potential dilution.)
• $10,000 — Administrative Services Fee (Monthly fee paid to the sponsor or an affiliate for office and administrative support.)
• $1,500,000 — Maximum convertible working capital loans (Amount of working capital loans that can be converted into private placement warrants at $1.00 each.)

Key Players & Entities

• Galata Acquisition Corp. II (company) — Registrant for S-1 filing
• Galata Acquisition Sponsor II, LLC (company) — Sponsor of the SPAC
• Craig Perry (person) — Chief Executive Officer of Galata Acquisition Corp. II
• Daniel Freifeld (person) — Chairman and Chief Investment Officer of Galata Acquisition Corp. II
• William Weir (person) — President and Chief Operating Officer of Galata Acquisition Corp. II
• Powers Spencer (person) — Chief Financial Officer of Galata Acquisition Corp. II
• BTIG (company) — Committed purchaser of private placement warrants
• U.S. Securities and Exchange Commission (regulator) — Filing authority for S-1
• Ellenoff Grossman & Schole LLP (company) — Legal counsel for the registrant
• White & Case LLP (company) — Legal counsel for the registrant

FAQ

Risk Factors

• Dilution from Sponsor Shares [high — financial]: The sponsor acquired 5,750,000 Class B ordinary shares for a nominal $0.004 per share. This low acquisition cost for a significant number of founder shares creates substantial potential dilution for public shareholders upon conversion or business combination.
• Warrant Overhang and Dilution [medium — financial]: The offering includes 15,000,000 units, each with one-third of a warrant, plus 4,850,000 private placement warrants. If all warrants are exercised at $11.50, this could lead to significant dilution for Class A ordinary shareholders.
• Administrative Services Fee [low — operational]: The company will pay its sponsor an Administrative Services Fee of $10,000 per month. While seemingly small, this represents a consistent outflow of cash for administrative support that could impact available capital for operations or business combinations.
• Reliance on Trust Account for Redemptions [medium — financial]: Public shareholders have redemption rights for their Class A ordinary shares at a per-share price based on the trust account balance. The use of these funds for redemptions could significantly reduce the capital available for a business combination.
• Potential for Convertible Working Capital Loans [medium — financial]: The company may receive up to $1,500,000 in convertible working capital loans that can be converted into private placement warrants at $1.00 each. This introduces additional potential dilution if these loans are drawn and converted.
• Interest from Non-Managing Sponsor Investors [medium — financial]: Non-managing sponsor investors have expressed interest in purchasing up to 7,762,500 units and 2,850,000 private placement warrants. While not binding, this indicates potential for significant capital infusion but also complexity in ownership structure and potential for market volatility if these interests are not fully realized.
• Potential Conflicts of Interest [medium — legal]: Management, including the CEO and CIO, hold indirect interests in founder shares. This, combined with the sponsor's significant stake and the administrative fee, creates potential conflicts of interest that could influence business combination decisions.
• Unspecified Business Combination Target [high — market]: Galata Acquisition Corp. II has not selected a business combination target and has not initiated substantive discussions. This lack of a defined strategy introduces significant uncertainty regarding the future value and success of the company.

Industry Context

Galata Acquisition Corp. II intends to target businesses in the energy, financial technology (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 highly competitive and require significant capital for growth and development. The energy sector is undergoing a transition towards sustainable sources, presenting both opportunities and challenges. Real estate is influenced by economic cycles and interest rate environments.

Regulatory Implications

As a Cayman Islands exempted company, Galata Acquisition Corp. II is subject to SEC regulations for its U.S. listing and IPO. The Inflation Reduction Act of 2022 may impose excise taxes on certain redemptions or stock buybacks, which the company notes will not be paid from the trust account. Compliance with evolving financial regulations and disclosure requirements is critical throughout the SPAC's lifecycle.

What Investors Should Do

1. Assess dilution risk: Carefully evaluate the impact of the sponsor's low-cost founder shares (5,750,000 at $0.004/share) and the potential exercise of all warrants on per-share value.
2. Monitor target selection: Track the company's progress in identifying and negotiating a business combination, as this is the primary driver of future value.
3. Understand redemption rights: Be aware of the redemption options available to public shareholders upon a business combination and how these may affect the capital available for the deal.
4. Evaluate sponsor alignment: Consider the incentives of the sponsor, including their significant stake and the administrative fee, and how these align with public shareholder interests.
5. Review non-binding investor interest: Note the expressions of interest from non-managing sponsor investors, but understand these are not firm commitments and could change.

Key Dates

• 2025-08-25: S-1 Filing Date — This is the initial public filing of the registration statement, marking the formal beginning of the IPO process.
• 2025-08-25: Proposed Offering Date — Indicates the earliest date the offering could become effective, subject to SEC review and approval.

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 aiming to find and merge with a target company.)

Units

A security that bundles multiple types of securities, typically common stock and warrants, sold together as a single offering. (The IPO is structured as an offering of units, each containing a Class A ordinary share and a fraction of a warrant.)

Redeemable Warrant

A warrant that gives the holder the right to purchase a share of common stock at a specified price, but can also be redeemed by the issuing company under certain conditions. (These warrants are exercisable at $11.50 and are a component of the units offered.)

Class A Ordinary Share

A class of common stock issued by the company, typically held by public shareholders. (These are the shares included in the IPO units and are subject to redemption rights.)

Class B Ordinary Share

A class of common stock, often held by the sponsor or founders, which may have different voting rights or conversion terms compared to Class A shares. (The sponsor holds 5,750,000 Class B shares acquired at a nominal price, indicating potential for significant dilution.)

Sponsor

The entity or individuals who form and finance a SPAC, typically receiving founder shares and private placement warrants in exchange for their initial investment and expertise. (Galata Acquisition Sponsor II, LLC is the sponsor of this SPAC, with significant holdings and commitments.)

Private Placement Warrants

Warrants sold directly to investors, often the sponsor or institutional investors, outside of the public offering, usually at a lower price. (The sponsor and BTIG are purchasing 4,850,000 private placement warrants at $1.00 each.)

Trust Account

A segregated account where the proceeds from a SPAC's IPO are held until a business combination is completed or the SPAC liquidates. (The trust account funds are used for redemptions by public shareholders and will fund the business combination.)

Year-Over-Year Comparison

This is an initial S-1 filing for Galata Acquisition Corp. II, meaning there is no prior year filing to compare against. All financial metrics and risk factors presented are based on the current IPO registration statement and reflect the company's pre-IPO status.

Key Financial Figures

• $150,000,000 — TO COMPLETION, DATED AUGUST 25, 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 — n paying our sponsor or an affiliate of $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

• ea0248313-02.htm (S-1) — 4365KB
• ea024831302ex3-1_galata2.htm (EX-3.1) — 231KB
• ea024831302ex4-4_galata2.htm (EX-4.4) — 193KB
• ea024831302ex10-7_galata2.htm (EX-10.7) — 22KB
• ea024831302ex10-8_galata2.htm (EX-10.8) — 52KB
• ea024831302ex23-1_galata2.htm (EX-23.1) — 2KB
• ea024831302ex99-3_galata2.htm (EX-99.3) — 2KB
• ea024831302ex99-4_galata2.htm (EX-99.4) — 2KB
• ea024831302ex99-5_galata2.htm (EX-99.5) — 2KB
• ea024831302ex-fee_galata2.htm (EX-FILING FEES) — 22KB
• 0001213900-25-080480.txt ( ) — 8456KB
• ck0002076427-20250825.xsd (EX-101.SCH) — 10KB
• ck0002076427-20250825_def.xml (EX-101.DEF) — 17KB
• ck0002076427-20250825_lab.xml (EX-101.LAB) — 121KB
• ck0002076427-20250825_pre.xml (EX-101.PRE) — 72KB
• ea0248313-02_htm.xml (XML) — 1163KB
• ea024831302ex-fee_galata2_htm.xml (XML) — 10KB

From the Filing

As filed with the U.S. Securities and Exchange Commission on August 25, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ 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 N/A (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, financial technology (fintech), real esta

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