| Item 1. | |
| (a) | Name of issuer:
Gesher Acquisition Corp. II |
| (b) | Address of issuer's principal executive offices:
3141 Walnut Street, Suite 203b, Denver, Colorado, 80205 |
| Item 2. | |
| (a) | Name of person filing:
This Statement is filed on behalf of each of the following persons: Verition Fund Management LLC and Nicholas Maounis (collectively, the "Reporting Persons"). This Statement relates to Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") underlying units ("Units") and obtainable upon conversion of Class B ordinary shares ("Class B Ordinary Shares"), each held for the account of Verition Multi-Strategy Master Fund Ltd. Verition Fund Management LLC serves as the investment manager to Verition Multi-Strategy Master Fund Ltd. Mr. Nicholas Maounis is the managing member of Verition Fund Management LLC. In such capacities, each of the Reporting Persons may be deemed to have voting and dispositive power over the securities held for Verition Multi-Strategy Master Fund Ltd. |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each of the Reporting Persons is One American Lane, Greenwich, CT 06831. |
| (c) | Citizenship:
Verition Fund Management LLC is a Delaware limited liability company. Nicholas Maounis is a citizen of the United States. |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share |
| (e) | CUSIP No.:
G3852D107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of March 31, 2025, the number of Class A Ordinary Shares the Reporting Persons may be deemed to beneficially own equals 1,301,855 Class A Ordinary Shares, consisting of (i) 941,673 Class A Ordinary Shares underlying Units held by Verition Multi-Strategy Master Fund Ltd., and (ii) 360,182 Class A Ordinary Shares that the Reporting Persons have the right to acquire beneficial ownership of within sixty days upon conversion of 360,182 Class B Ordinary Shares held by Verition Multi-Strategy Master Fund Ltd.
The amount beneficially owned by each Reporting Person excludes Class A Ordinary Shares that may be acquired upon the exercise of warrants underlying the Units held by Verition Multi-Strategy Master Fund Ltd., which warrants do not become exercisable until 30 days after the consummation of the Issuer's initial business combination, because the Reporting Persons do not have the right to acquire beneficial ownership of such Class A Ordinary Shares within sixty days. |
| (b) | Percent of class:
As of March 31, 2025, the number of Class A Ordinary Shares the Reporting Persons may be deemed to beneficially own constitutes approximately 8.5% of the Class A Ordinary Shares outstanding. This percentage is based on (i) 14,940,625 Class A Ordinary Shares outstanding as of March 24, 2025, as reported in the Issuer's current report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2025, and (ii) 360,182 Class A Ordinary Shares issuable upon conversion of the 360,182 Class B Ordinary Shares held by Verition Multi-Strategy Master Fund Ltd., which shares have been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
0
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| | (ii) Shared power to vote or to direct the vote:
1,301,855
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| | (iii) Sole power to dispose or to direct the disposition of:
0
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| | (iv) Shared power to dispose or to direct the disposition of:
1,301,855
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Verition Multi-Strategy Master Fund Ltd. is known to have the right to receive dividends from, and proceeds from the sale of, the Class A Ordinary Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof. |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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