Gesher Acquisition Corp. II S-1/A

REGISTRATION STATEMENT

FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE REGISTRANT

FORM OF SPECIMEN UNIT CERTIFICATE

FORM OF SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE

FORM OF SPECIMEN PUBLIC WARRANT CERTIFICATE

FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP

OPINION OF APPLEBY (CAYMAN) LTD., CAYMAN ISLANDS COUNSEL TO THE REGISTRANT

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, GESHER ACQUISITION SPONSOR II LLC AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, GESHER ACQUISITION SPONSOR II LLC AND THE HOLDERS SIGNATORY THERETO

FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND GESHER ACQUISITION SPONSOR II LLC

FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND BTIG

FORM OF INDEMNITY AGREEMENT

FORM OF ADMINISTRATIVE SERVICES AGREEMENT

FORM OF CODE OF ETHICS

CONSENT OF WITHUM SMITH+BROWN, PC

FORM OF AUDIT COMMITTEE CHARTER

FORM OF COMPENSATION COMMITTEE CHARTER

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