GPAC Amends 8-K: Clarifies Unit Composition of Shares & Warrants

TL;DR

**GPAC clarified its unit structure: 1 Class A share ($0.0001 par) + 1/6 redeemable warrant.**

AI Summary

Global Partner Acquisition Corp II (GPAC) filed an 8-K/A on January 8, 2024, amending a previous report from January 2, 2024. This amendment clarifies that the company's units consist of one Class A ordinary share, with a par value of $0.0001, and one-sixth of one redeemable warrant. This matters to investors because it precisely defines the components of GPAC's publicly traded units, which is crucial for understanding the value and potential dilution or upside of their investment.

Why It Matters

This filing provides clarity on the exact structure of GPAC's units, which directly impacts how investors value their holdings and understand their potential future returns or risks.

Risk Assessment

Risk Level: low — This filing is an amendment for clarification and does not introduce new material risks or changes to the company's operations or financial health.

Analyst Insight

Investors should review their understanding of GPAC's unit structure, particularly the warrant component, to ensure their valuation models and investment theses are accurate. No immediate action is required based solely on this clarification.

Key Numbers

• $0.0001 — Par Value per Class A Share (This is the stated par value for each Class A ordinary share included in the units.)
• one-sixth — Fraction of Redeemable Warrant (Each unit includes one-sixth of one redeemable warrant, indicating potential future dilution or upside.)

Key Players & Entities

• Global Partner Acquisition Corp II (company) — the registrant filing the 8-K/A
• $0.0001 (dollar_amount) — par value of one Class A ordinary share
• January 2, 2024 (date) — date of the earliest event reported
• January 8, 2024 (date) — date the 8-K/A was filed

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-sixth of one redeema
• $5,000,001 — having net tangible assets of less than $5,000,001 (the "Redemption Limitation Amendment P

Filing Documents

• d636311d8ka.htm (8-K/A) — 47KB
• 0001193125-24-003846.txt ( ) — 226KB
• gpac-20240102.xsd (EX-101.SCH) — 4KB
• gpac-20240102_def.xml (EX-101.DEF) — 15KB
• gpac-20240102_lab.xml (EX-101.LAB) — 25KB
• gpac-20240102_pre.xml (EX-101.PRE) — 16KB
• d636311d8ka_htm.xml (XML) — 8KB

01

Item 7.01 Regulation FD Disclosure. As previously disclosed, on December 13, 2023, Global Partner Acquisition Corp II, a Cayman Islands exempted company (the "Company" or "GPAC II"), Global Partner Sponsor II LLC (the "Sponsor"), Stardust Power Inc., a Delaware corporation (the "Stardust Power"), and certain individuals party thereto (collectively, the "Parties"), entered into an amendment to that certain sponsor letter agreement, dated as of November 21, 2023 (the "Sponsor Letter Agreement"), by and among the Parties, pursuant to which the Parties have agreed that, among other things, the Sponsor shall not be prohibited from transferring (in lieu of forfeiting) up to a maximum aggregate of 170,000 Forfeited Shares (as defined in the Sponsor Letter Agreement) in connection with any non-redemption agreement and assignment of economic interest (or other similar agreement) entered into by the Company and Sponsor prior to the closing of the transactions contemplated by that certain business combination agreement, dated November 21, 2023, by and among GPAC II, Strike Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of GPAC II, Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of GPAC II, and Stardust Power, as it may be amended and supplemented from time to time, and that any such transfer shall reduce the number of Forfeited Shares on a one-for-one basis. On December 18, 2023, the Company filed a definitive proxy statement (the "Extension Proxy") for its extraordinary general meeting (the "Extension Meeting"), scheduled to be held on January 9, 2024, at which the Company's shareholders will vote on, among other things, (i) a proposal to amend the Company's amended and restated memorandum and articles of association (the "Memorandum and Articles of Association") to further extend the period of time by which the Company has to consummate an initial business combination to July 14, 2024 (the "Exten

Forward-Looking Statements

Forward-Looking Statements The information included herein include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. All statements, other than statements of present or historical fact included herein, regarding the proposed business combination, GPAC II's and Stardust Power's ability to consummate the transaction, the benefits of the transaction, GPAC II's and Stardust Power's future financial performance following the transaction, as well as GPAC II's and Stardust Power's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, including any oral statements made in connection herewith, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on GPAC II's and Stardust Power's management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. GPAC II and Stardust Power caution you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of GPAC II and Stardust Power. These risks include, but are not limited to, (i) the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of GPAC II's securities; (ii) the risk that the proposed business combination may not be completed by GPAC II's business combination deadline and the potential failure to obtain an extension of the business combination deadline if so

View Full Filing

View this 8-K/A filing on SEC EDGAR