Sec Form 4 Filing - Gesher Acquisition Sponsor II LLC @ Gesher Acquisition Corp. II - 2025-03-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gesher Acquisition Sponsor II LLC 2. Issuer Name and Ticker or Trading Symbol Gesher Acquisition Corp. II [ GSHR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O GESHER ACQUISITION CORP. II, 3141 WALNUT STREET SUITE 203B 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2025 (Street) DENVER, CO80205 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares ( 1 ) 03/24/2025 P 403,125 ( 1 ) A $ 10 403,125 ( 1 ) I ( 2 ) See footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gesher Acquisition Sponsor II LLC C/O GESHER ACQUISITION CORP. II 3141 WALNUT STREET SUITE 203B DENVER, CO80205 X X See Remarks Gesher Management II, LLC C/O GESHER ACQUISITION CORP. II 3141 WALNUT STREET SUITE 203B DENVER, CO80205 X X See Remarks Gardner Ezra C/O GESHER ACQUISITION CORP. II 3141 WALNUT STREET SUITE 203B DENVER, CO80205 X X See Remarks Signatures /s/Ezra Gardner, as authorized signer of Gesher Acquisition Sponsor II LLC 03/26/2025 Signature of Reporting Person Date /s/ Ezra Garder, as sole managing member of Gesher Management II LLC 03/26/2025 Signature of Reporting Person Date /s/ Ezra Gardner** 03/26/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares underlying units (each unit consisting of one Class A ordinary share and one-half of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by Gesher Acquisition Sponsor II, LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Gesher Acquisition Corp. II (the "Issuer"). Does not include 5,513,483 Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-284552). ( 2 )Gesher Acquisition Sponsor II LLC is the record holder of such shares. The managing member of the 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, directly or indirectly.

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 4(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).

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