Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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GALATA ACQUISITION CORP. II (Name of Issuer) |
CLASS A ORDINARY SHARES, PAR VALUE $0.0001 (Title of Class of Securities) |
G3R25N108 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G3R25N108 |
| 1 | Names of Reporting Persons
Galata Acquisition Sponsor II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
25.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | G3R25N108 |
| 1 | Names of Reporting Persons
Callaway Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
25.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | G3R25N108 |
| 1 | Names of Reporting Persons
Daniel Freifeld | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
25.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) See Item 4. Represents Issuer's Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares") which are automatically convertible into Issuer's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") with or immediately following the Issuer's initial business combination (the "Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, 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). 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. (2) Excludes 3,575,000 Class A Ordinary Shares which may be purchased by exercising warrants that are not presently exercisable. (3) Based on 17,250,000 Class A Ordinary Shares issued and outstanding and 5,750,000 Class B 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.
SCHEDULE 13G
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| 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);
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| (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. %
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| (c) | Number of shares as to which the person has:
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| (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 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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. | |
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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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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