GPAC Files 8-K on Rule 425 Communications, Signaling Deal Progress

TL;DR

**GPAC is making moves, likely talking up a deal; keep an eye out for more details.**

AI Summary

Global Partner Acquisition Corp II (GPAC) filed an 8-K on January 16, 2024, reporting an event from January 9, 2024, related to written communications under Rule 425 of the Securities Act. This indicates the company is actively engaged in communications regarding a potential business combination or other significant transaction, which is crucial for a Special Purpose Acquisition Company (SPAC) like GPAC. For investors, this means the company is progressing towards a definitive event that will determine its future and the value of its shares.

Why It Matters

This filing signals that Global Partner Acquisition Corp II is actively communicating about a potential transaction, which is the core purpose of a SPAC and directly impacts its stock's future value.

Risk Assessment

Risk Level: medium — While indicating progress, the filing doesn't disclose the nature of the transaction, leaving uncertainty about its potential success or impact on shareholder value.

Analyst Insight

A smart investor would monitor Global Partner Acquisition Corp II for subsequent filings, particularly 425 filings or definitive proxy statements, to understand the specifics of the transaction being communicated.

Key Players & Entities

• Global Partner Acquisition Corp II (company) — the registrant filing the 8-K
• January 9, 2024 (date) — date of the earliest event reported
• January 16, 2024 (date) — date the 8-K was filed
• Rule 425 (other) — Securities Act rule for written communications

Forward-Looking Statements

• Global Partner Acquisition Corp II will announce a definitive business combination agreement. (Global Partner Acquisition Corp II) — medium confidence, target: 2024-06-30

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") in order
• $11.05 — at a redemption price of approximately $11.05 per share, for an aggregate redemption
• $23,615,331 — gate redemption amount of approximately $23,615,331. Item 8.01. Other Events In connecti

Filing Documents

• ea191631-8k425_global2.htm (8-K) — 58KB
• ea191631ex3-1_global2.htm (EX-3.1) — 16KB
• ea191631ex10-1_global2.htm (EX-10.1) — 105KB
• 0001213900-24-003745.txt ( ) — 438KB
• gpac-20240109.xsd (EX-101.SCH) — 4KB
• gpac-20240109_def.xml (EX-101.DEF) — 27KB
• gpac-20240109_lab.xml (EX-101.LAB) — 37KB
• gpac-20240109_pre.xml (EX-101.PRE) — 25KB
• ea191631-8k425_global2_htm.xml (XML) — 7KB

03 Amendments to Articles

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 9, 2024, Global Partner Acquisition Corp II ("GPAC II" and "Company") held the extraordinary general meeting of shareholders of the Company (the "Extension Meeting") to amend (the "Articles Amendment"), by way of special resolution, the Company's amended and restated memorandum and articles of association (as amended, the "Amended Articles") to extend the date by which the Company has to consummate a business combination from January 14, 2024 to July 14, 2024 for a total of an additional six months after January 14, 2024, unless the closing of a business combination shall have occurred prior thereto (collectively, the "Extension Amendment Proposal"); to eliminate, by way of special resolution, from the Amended Articles the limitation that GPAC II may not redeem Class A ordinary shares, par value $.0001 per share (the "Class A Ordinary Shares" and "Public Shares"), to the extent that such redemption would result in GPAC II having net tangible assets of less than $5,000,001 (the "Redemption Limitation") in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the "Redemption Limitation Amendment Proposal"); to provide, by way of special resolution, that Public Shares may be issued to Global Partner Sponsor II LLC (the "Sponsor") by way of conversion of Class B ordinary shares, par value $.0001 per share (the "Class B Ordinary Shares" and together with Class A Ordinary Shares, the "Ordinary Shares"), into Public Shares, despite the restriction on issuance of additional Public Shares (the "Founder Conversion Amendment Proposal" and together with the Extension Amendment Proposal and Redemption Limitation Amendment Proposal, the "Proposals"); and, if required an adjournment proposal to adjourn, by way of ordinary resolution, the Extension Meeting to a later date or dates, if necessary, (i) to permit f

07 Submission of

Item 5.07 Submission of Matters to a Vote of Security Holders. On January 9, 2024, the Company held the Extension Meeting to approve the Proposals, and if necessary, then Adjournment Proposal, which are more fully described in the definitive proxy presented to shareholders. Holders of 9,559,508 Ordinary Shares of the Company held of record as of December 11, 2023, the record date for the Extension Meeting, were present in person or by proxy at the meeting, representing approximately 83.62% of the voting power of the Company's Ordinary Shares as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business. The voting results for the Proposals were as follows: The Extension Amendment Proposal For Against Abstain 9,533,581 22,841 3,186 1 The Redemption Limitation Amendment Proposal For Against Abstain 9,555,313 1,009 3,186 The Founder Conversion Amendment Proposal For Against Abstain 9,555,313 1,009 3,186 In connection with the vote to approve the Proposals, holders of 2,137,134 Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.05 per share, for an aggregate redemption amount of approximately $23,615,331.

01. Other Events

Item 8.01. Other Events In connection with GPAC II's Extension Meeting to approve the Extension Amendment Proposal, the Company's Sponsor entered into non-redemption agreements (the "Non-Redemption Agreements") with several unaffiliated third parties, pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,503,254 Class A Ordinary Shares of the Company in connection with the Extension Amendment Proposal. In exchange for the foregoing commitments not to redeem such Class A Ordinary Shares of the Company, the Sponsor agreed to transfer or cause to be issued for no consideration an aggregate of 127,777 shares of the Company and simultaneous forfeiture of 127,777 shares of the Company in connection with the Company's completion of its initial business combination. The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed herein as Exhibit 10.1 and incorporated herein by reference, which also replaces the form of Non-Redemption Agreement filed on a Current Report on Form 8-K, dated January 2, 2024.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 3.1 Amendment No. 2 to Amended and Restated Memorandum and Articles of Association. 10.1 Form of Non-Redemption Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

Forward-Looking Statements

Forward-Looking Statements The information included herein and in any oral statements made in connection herewith include "forward- looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act" and Section 21E of the Securities Exchange Act of 1934, as amended (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 Inc.'s ( "Stardust Power") 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 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

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View this 8-K filing on SEC EDGAR