GPAC Files 8-K for Rule 425, Signals Active M&A Progress

TL;DR

**GPAC just filed an 8-K under Rule 425, meaning a merger announcement is likely coming soon!**

AI Summary

Global Partner Acquisition Corp II (GPAC) filed an 8-K on January 2, 2024, primarily to satisfy its filing obligation under Rule 425 of the Securities Act. This indicates the company is likely engaged in a business combination or merger, as Rule 425 relates to written communications regarding such transactions. For investors, this matters because it signals active progress towards a potential acquisition, which could significantly change the company's future prospects and stock valuation.

Why It Matters

This filing signals that Global Partner Acquisition Corp II is actively pursuing or has made progress on a business combination, which is the core purpose of a SPAC. The outcome of this transaction will determine the company's future and its stock's long-term value.

Risk Assessment

Risk Level: medium — While the filing indicates progress, the specific details and success of the potential business combination remain uncertain, posing a medium risk to investors.

Analyst Insight

Investors should monitor Global Partner Acquisition Corp II closely for further announcements regarding a potential business combination, as this filing suggests one is in progress. Reviewing the terms of any announced deal will be crucial.

Key Players & Entities

• Global Partner Acquisition Corp II (company) — the registrant filing the 8-K
• Cayman Islands (company) — state of incorporation for Global Partner Acquisition Corp II
• New York (company) — city of principal executive offices for Global Partner Acquisition Corp II

Forward-Looking Statements

• Global Partner Acquisition Corp II will announce a definitive business combination agreement. (Global Partner Acquisition Corp II) — medium confidence, target: 2024-03-31

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

• ea190951-8k425_global2.htm (8-K) — 48KB
• ea190951ex10-1_global2.htm (EX-10.1) — 97KB
• 0001213900-24-000326.txt ( ) — 393KB
• gpac-20240102.xsd (EX-101.SCH) — 4KB
• gpac-20240102_def.xml (EX-101.DEF) — 27KB
• gpac-20240102_lab.xml (EX-101.LAB) — 37KB
• gpac-20240102_pre.xml (EX-101.PRE) — 25KB
• ea190951-8k425_global2_htm.xml (XML) — 6KB

01 Regulation FD Disclosure

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 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 "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," the negative of such terms and other similar expressions are intended to identify forward-looking 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 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 s

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Form of Non-Redemption Agreement. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained as Exhibit 101). 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 2, 2024 GLOBAL PARTNER ACQUISITION CORP II By: /s/ Chandra R. Patel Name: Chandra R. Patel Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR