Galata Acquisition Corp. II

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for risks relating to our operations, see the section titled Risk Factors contained in our IPO Registration Statement. As of the date of this Report, there have been no material changes with respect to those risk factors , other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operadetailed descriptions or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

We may seek to extend the Combination Period, which could reduce the amount held in our Trust Account and have adverse effects on our f the risks relating to our Company.

If we are unable to consummate our initial Business Combination on or before September 22, 2027, we may , seek shareholder approval to extend t the Combination Period by amending our Amended and Restated Articles. In such event, our Public Shareholders will be provided the opportunity to have all or a portion of their Public Shares redeemed. Any redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect our ability to consummate our initial Bussection titled Risk Factors containess Combination and may also impair our ability to maintaind in our Nasdaq listing.

We anticipate that our securities will be suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by September 18, 2028. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to consummate an initial Business Combination.

Our (i) IPO Registration Statement was declared effective by the SEC on September 18, , (ii) 2025, and our securities are current Q3 Quarterly listed on the Global Market tier of Nasdaq. Pursuant to our Amended and Restated Articles, we have until September 22, 2027 to consummate our initial Business Combination.

Under the Nasdaq Rules, a SPACs Nasdaq-listed securities will be immediReport and (iii) 2025 Annual Report. As of the dately suspended from trading i of the SPAC does not meet the Nasdaq 36-Month Requiremenis Report, and Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of Nasdaq (the Hearing Panel), the scope of the Hearing Panels review is limited. If a SPAC completes a Business Combination after receiving a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a Staff Delisting Determination) and/or demonstrates compliance with all applicable initial listing requirements,there have been no material changes with respect to those risk factors , other the combined company can apply to list its securities on Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain a list an as set forth below. Any of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the Nasdaq 36-Month Requirement.

Accordingly, were we to amend our Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would still need to consummate our initial Business Combination on or prior to September 18, 2028 in order to avoid a suspension of our securities from trading on and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading and delist our securities, our securitiesthese previously disclosed risk factors could potentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our Nasdaq suspension and delisting could have significant material adverse consequences, including:

25

Iresult in a sign addition, if our securities are delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be subject to state securities regulation and additional compliance costs.

Certain agreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval.

Certain of the agreements related to the Initial Public Oificant or material adverse effering to which we are a party may be amended, or their provisions waived, without shareholder approval. Such agreements include the (i) Underwriting Agreement, (ii) the Letter Agreement, (iii) the Registration Rights Agreement, (iii) the Private Placement Warrants Purchase Agreements and (iv) the Administrative Services Agreement. These agreements contain various provisions that our Public Shareholders might deem to be material. For example, our Letter Agreement and the Underwriting Agreement contain certain lock-up provisions with respect to the Founder Shares and other securities held by our Sponsor, officers and directors, subject to certain exceptions. Amendments or waivers to such agreements would require the ct on our results of operations or financial consent of the applicable parties thereto and, in certain cases, the consent of the underwriters of the Initial Public Offeringdition. Any such modificaddition, such as an amendment to shorten lock-up restrictions, may benefit our Sponsor, officers and/or directors. Any such amendments would not require approval from our shareholders, may result in the completion of our initial Business Combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, althoughal risks not presently known to us or that we would not amend lock-up provisions to permit securities held by our Sponsor to be freecurrently sold prior to our initial Business Combination, we may amend such provisions to permit them to be freely sold afdeem immater the Business Combination earlier than they would otherwise be permitted, which mial may have an adverse effect on the price of our securities.

The share price of the post-Business Combination company may be less than the Redemption Price (as defined below) of our Public Shares.

Each Unit sold in oalso affect our Initial Public Offering at an offering price of $10.00 per Unit consisted of one Public Share and one-third of one Public Warrant. Of the proceeds we received from the Initial Public Offering and the Private Placement, $172,500,000 was placed in our Trust Account. We will provide our Public Shareholders the opportunity to redeem all or a portion of their Public Shares in connection with the completion of our initial Business Combination, and potentially upon the occurrence of certain other events prior to our iability to consummate an initial Business Combination. We expect that the pro rata redemption price in any redemption will be approximately $10.01 per Public Share as of September 30, 2025 (before taxes payable, if any, and such amount, the Redemption Price), representing a pro rata portion of our Trust Account without taking into account any interest or other income earned on may disclose changes to such funds (less any withdrawals from such interest or income for taxes paid), although the Redemption Price may be less in certain circumstances. As a result, Public Shareholderisk factors who own our Public Shares on a redemption date can anticipate receiving the Redemption Price in connection with a redemption for each Public Share that they chooor disclose to redeem.

There can be no assurance that, after our initial Business Combination, our Public Shareholders would be able to sell their shares in the post-Business Combination company for the Redemption Price, or any higher price. We have not, as yet, identified a target and are therefore unable to provide any assurances as to its financial condition, business prospects or potential risks. It is therefore possible that the share price of the post-Business Combination company may decline below the Redemption Price. In recent years, the share prices of many post-Business Combination companies have fallen following a Business Combination. As a result, if our Public Shareholders continue to hold shares in the post-Business Combination company following our initial Business Combination, we cannot assure our shareholders that the trading price of such shares will be greater thanadditional risk factors from time to time in our future filings with the Redemption PriceSEC.