Global Partner Acquisition Corp II Files 2023 Annual Report

TL;DR

<b>Global Partner Acquisition Corp II has filed its 2023 annual report, detailing its corporate structure, registered securities, and compliance with SEC filing requirements.</b>

AI Summary

Global Partner Acquisition Corp II (SDSTW) filed a Annual Report (10-K) with the SEC on March 19, 2024. Global Partner Acquisition Corp II filed its 10-K annual report for the fiscal year ended December 31, 2023. The company is incorporated in the Cayman Islands and its principal executive offices are located at 200 Park Avenue, New York, NY. Securities registered include Units (GPACU), Class A ordinary shares (GPAC), and Redeemable warrants (GPACW), all traded on The NASDAQ Stock Market LLC. The company has filed all required reports for the preceding 12 months and has been subject to filing requirements for the past 90 days. Global Partner Acquisition Corp II has submitted all Interactive Data Files required by Rule 405 of Regulation S-T.

Why It Matters

For investors and stakeholders tracking Global Partner Acquisition Corp II, this filing contains several important signals. This filing provides a comprehensive overview of the company's financial and operational status as of December 31, 2023, which is crucial for investors to assess its performance and future prospects. The report confirms the company's listing on The NASDAQ Stock Market LLC, providing transparency for shareholders and potential investors regarding its tradable securities.

Risk Assessment

Risk Level: low — Global Partner Acquisition Corp II shows low risk based on this filing. The filing is a standard annual report (10-K) with no immediate red flags, indicating routine disclosure.

Analyst Insight

Review the full 10-K filing for detailed financial statements, risk factors, and management discussion to understand Global Partner Acquisition Corp II's operational performance and strategic direction.

Key Numbers

• 2023-12-31 — Fiscal Year End (The end date of the reporting period.)
• 2024-03-19 — Filing Date (The date the 10-K was filed with the SEC.)
• 001-39875 — Commission File Number (SEC file number for the registrant.)

Key Players & Entities

• Global Partner Acquisition Corp II (company) — Registrant name
• 2023 (date) — Fiscal year end
• December 31 (date) — Fiscal year end
• 2024-03-19 (date) — Filing date
• The NASDAQ Stock Market LLC (company) — Exchange where securities are registered
• GPACU (stock_symbol) — Trading symbol for Units
• GPAC (stock_symbol) — Trading symbol for Class A ordinary shares
• GPACW (stock_symbol) — Trading symbol for Redeemable warrants

FAQ

Industry Context

Global Partner Acquisition Corp II is a special purpose acquisition company (SPAC), which is a shell company that raises capital through an IPO to acquire an existing company.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to submit regular financial disclosures to the SEC.

What Investors Should Do

1. Analyze the full 10-K for detailed financial statements and operational disclosures.
2. Review any risk factors or management discussions to understand potential challenges.
3. Monitor future filings for updates on acquisition activities or financial performance.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-03-19: Filing Date — The date the 10-K was officially submitted to the SEC.

Year-Over-Year Comparison

This is the annual report for the fiscal year ended December 31, 2023, following previous filings required by the SEC.

Key Financial Figures

• $0.0001 — were 1,794,585 Class A ordinary shares, $0.0001 par value, and 7,500,000 Class B ordina
• $3,000,000 — an aggregate amount in cash equal up to $3,000,000, which amount will be loaned to the Com
• $5,000,001 — having net tangible assets of less than $5,000,001 (the "Redemption Limitation") in order
• $11.50 — AC Common Stock at an exercise price of $11.50 per share on the terms and conditions s

Filing Documents

• ea0201775-10k_global2.htm (10-K) — 1321KB
• ea020177501ex4-6_global2.htm (EX-4.6) — 103KB
• ea020177501ex10-21_global2.htm (EX-10.21) — 5KB
• ea020177501ex31-1_global2.htm (EX-31.1) — 9KB
• ea020177501ex31-2_global2.htm (EX-31.2) — 9KB
• ea020177501ex32-1_global2.htm (EX-32.1) — 4KB
• ea020177501ex32-2_global2.htm (EX-32.2) — 4KB
• ea020177501ex97-1_global2.htm (EX-97.1) — 27KB
• 0001213900-24-024108.txt (&nbsp;) — 5118KB
• gpac-20231231.xsd (EX-101.SCH) — 43KB
• gpac-20231231_cal.xml (EX-101.CAL) — 20KB
• gpac-20231231_def.xml (EX-101.DEF) — 240KB
• gpac-20231231_lab.xml (EX-101.LAB) — 331KB
• gpac-20231231_pre.xml (EX-101.PRE) — 226KB
• ea0201775-10k_global2_htm.xml (XML) — 402KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 25 Item 1B. Unresolved Staff Comments 61 Item 2.

Properties

Properties 61 Item 3.

Legal Proceedings

Legal Proceedings 61 Item 4. Mine Safety Disclosure 61 PART II 62 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 62 Item 6. Reserved 62 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 63 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 71 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 71 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 71 Item 9A.

Controls and Procedures

Controls and Procedures 71 Item 9B. Other Information 73 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 73 PART III 74 Item 10. Directors, Executive Officers and Corporate Governance 74 Item 11.

Executive Compensation

Executive Compensation 82 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 83 Item 13. Certain Relationships and Related Transactions, and Director Independence 87 Item 14. Principal Accountant Fees and Services 89 PART IV 90 Item 15. Exhibit and Financial Statement Schedules 90 i Unless otherwise stated in this Annual Report on Form 10-K (the "Annual Report"), references to: "amended and restated memorandum and articles of association" are to our amended and restated memorandum and articles of association; "board of directors" or "board" are to the board of directors of the Company; "Class A ordinary shares" and "Public Shares" are to the Class A ordinary shares of the Company, par value $0.0001 per share; "Class B ordinary shares" are to the Class B ordinary shares of the Company, par value $0.0001 per share; "Companies Law" are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; "Continental" are to Continental Stock Transfer & Trust Company, trustee of our trust account (as defined below) and warrant agent of our public warrants (as defined below); "combined team" are to our management and sponsor team, collectively; "detachable redeemable warrants" are to the redeemable warrants included as part of the units, with one-sixth of one detachable redeemable warrant included in each unit; "directors" are to our current directors; "distributable redeemable warrants" are to the redeemable warrants which our public shareholders have the contingent right to receive, in certain circumstances described in this report, following the initial business combination redemption time, with one-sixth of one detachable redeemable warrant receivable per each public share not redeemed in connection with our initial business combination; "distribution time" are to the time at which the distributable redeemable warrants will be distributed, which will occur immediately after

BUSINESS

BUSINESS Overview We are a blank check company incorporated on November 3, 2020 as a Cayman Islands exempted company for the purpose of effecting an initial business combination. We are currently moving towards an initial business combination with Stardust Power, with whom we signed a business combination agreement on November 21, 2023. We intend to capitalize on the ability of our combined team to add value to Stardust Power following the initial business combination. We believe that the characteristics and capabilities of our combined team make us an attractive partner to Stardust Power and enhance our ability to complete a successful business combination and bring value to Stardust Power post-business combination. The Company brings together two elements that we believe create a competitive advantage which differentiates us from other acquisition vehicles in the market, and significantly improve our chances of completing a successful business combination. 1. Our proven executive team, led by our Chairman and CEO Chandra R. Patel; and 2. Our less dilutive and more aligned APEX SPAC structure. We believe the combined team possesses an ideal mix of core characteristics for a special purpose acquisition corporation. This combined team includes what we view to be successful dealmakers or operators, with experience across multiple deal types, including complicated special situations and as senior operators across a variety of businesses and industries. This combined team has demonstrable experience and valuable contracts across a wide range of industries and business lines, which we believe will allow us to source deals that other investors could not. The combined team also has what we believe is a longstanding track record of value creation, both as investors and for investors, across the gamut of private equity or direct public and private company investing. Our network and current affiliations across the team will allow us to lean heavily on an existing inf

View Full Filing

View this 10-K filing on SEC EDGAR