| Item 1. | |
| (a) | Name of issuer:
GALATA ACQUISITION CORP. II |
| (b) | Address of issuer's principal executive offices:
818 18th Avenue South, Suite 925 Nashville, Tennessee, 37203 |
| Item 2. | |
| (a) | Name of person filing:
Galata Acquisition Sponsor II, LLC |
| (b) | Address or principal business office or, if none, residence:
818 18th Avenue South, Suite 925
Nashville, Tennessee, 37203 |
| (c) | Citizenship:
Galata Acquisition Sponsor II, LLC is a limited liability company formed in Delaware. Callaway Capital Management, LLC is a limited liability company formed in Delaware. Daniel Freifeld is a citizen of the United States of America. |
| (d) | Title of class of securities:
CLASS A ORDINARY SHARES, PAR VALUE $0.0001 |
| (e) | CUSIP No.:
G3R25N108 |
| 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);
|
| (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:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
5,750,000 |
| (b) | Percent of class:
As of December 31, 2025, the Reporting Persons may be deemed to beneficially own 5,750,000 of the Issuer's Class B Ordinary Shares, representing 25.0% of the total number of Class A Ordinary Shares issued and outstanding and assuming the conversion of all issued and outstanding Class B Ordinary Shares of the Issuer. The Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares with or immediately following the Business Combination on a one-for-one basis and may be converted at any time prior to the Business Combination at the option of the holder on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-289853).
The percentage of the Class B Ordinary Shares held by the Reporting Persons is based on 17,250,000 Class A Ordinary Shares issued and outstanding as of November 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025, and assuming the conversion of all 5,750,000 Class B Ordinary Shares.
Galata Acquisition Sponsor II, LLC is the record holder of the Class B Ordinary Shares reported herein. Daniel Freifeld, the Issuer's Chairman and Chief Investment Officer, is the managing member of Callaway Capital Management, LLC, the managing member of the sponsor and holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Mr. Freifeld disclaims any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest he may individually have therein, directly or indirectly. This Statement shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
5,750,000
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
5,750,000
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| 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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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(d)