SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Gesher Acquisition Sponsor II LLC (Last) (First) (Middle) 3141 WALNUT STREET SUITE 203B (Street) DENVER CO 80205 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/20/2025	3. Issuer Name and Ticker or Trading Symbol Gesher Acquisition Corp. II [ GSHR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares	5,513,483(2)	(1)	D(2)(3)

1. Name and Address of Reporting Person* Gesher Acquisition Sponsor II LLC (Last) (First) (Middle) 3141 WALNUT STREET SUITE 203B (Street) DENVER CO 80205 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gesher Management II, LLC (Last) (First) (Middle) 3141 WALNUT STREET SUITE 203B (Street) DENVER CO 80205 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gardner Ezra (Last) (First) (Middle) 3141 WALNUT STREET SUITE 203B (Street) DENVER CO 80205 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-284552) of Gesher Acquisition Corp. II. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.

2. These shares represent the Class B ordinary shares held by Gesher Acquisition Sponsor II LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 622,231 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.

3. Gesher Acquisition Sponsor II LLC, our sponsor, is the record holder of such shares. The managing member of our sponsor is Gesher Management II, LLC. Mr. Ezra Gardner is the sole managing member of Gesher Management II LLC, is our Chief Executive Officer and a director, and holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. As such, Mr. Gardner may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Gardner disclaims any beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ Ezra Gardner as authorized signer of Gesher Acquisition Sponsor II LLC	03/20/2025
	/s/ Ezra Garder, as sole managing member of Gesher Management II LLC	03/20/2025
	/s/ Ezra Gardner	03/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.