GPAC to Delist from NYSE, Liquidate After Failed Business Combo

TL;DR

**GPAC is delisting and liquidating, shareholders will get cash back.**

AI Summary

Global Partner Acquisition Corp II (GPAC) announced on January 23, 2024, that it will be delisting its Class A ordinary shares, units, and redeemable warrants from the New York Stock Exchange (NYSE). This delisting is a direct result of the company's failure to complete a business combination by its deadline, leading to its liquidation. For investors, this means their shares will no longer trade on a major exchange, and they will receive a pro-rata portion of the funds held in the trust account, which is typically around $10.00 per share.

Why It Matters

This matters because GPAC stock will no longer trade on the NYSE, and shareholders will receive a cash distribution upon liquidation, rather than holding shares in a going concern.

Risk Assessment

Risk Level: high — The company is liquidating, meaning the stock will cease to exist and shareholders will receive a fixed cash amount, eliminating future growth potential.

Analyst Insight

Investors holding GPAC shares should expect to receive a cash distribution and no longer hold a tradable security. This is a final event for the SPAC.

Key Numbers

• January 23, 2024 — Date of Report (The date the delisting event was reported.)
• 200 Park Avenue, 32nd Floor, New York, NY 10166 — Business Address (The principal executive offices of Global Partner Acquisition Corp II.)
• (646) 585-8975 — Registrant's telephone number (Contact information for Global Partner Acquisition Corp II.)

Key Players & Entities

• Global Partner Acquisition Corp II (company) — the registrant filing the 8-K
• NYSE (company) — the stock exchange from which GPAC is delisting
• January 23, 2024 (date) — the date of the earliest event reported in the filing
• 001-39875 (dollar_amount) — Commission File Number

Forward-Looking Statements

• Global Partner Acquisition Corp II will cease to exist as a publicly traded entity. (Global Partner Acquisition Corp II) — high confidence, target: Q1 2024
• Shareholders will receive a cash distribution per share, likely around $10.00, from the trust account. (shareholders) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-sixth of one redeema

Filing Documents

• ea192123-8k425_global2.htm (8-K) — 42KB
• 0001213900-24-006091.txt ( ) — 267KB
• gpac-20240123.xsd (EX-101.SCH) — 4KB
• gpac-20240123_def.xml (EX-101.DEF) — 27KB
• gpac-20240123_lab.xml (EX-101.LAB) — 37KB
• gpac-20240123_pre.xml (EX-101.PRE) — 25KB
• ea192123-8k425_global2_htm.xml (XML) — 6KB

01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on January 17, 2024, Global Partner Acquisition Corp II (the "Company" and "GPAC II") received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the "Panel"), the Company's securities (shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on January 25, 2024, due to the Company's non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement (the "Suspension"). On January 23, 2024, the Company timely submitted a hearing request to appeal Nasdaq's determination to the Panel to request sufficient time to complete a business combination, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series (the "Hearing Request"). The Hearing Request will stay the Suspension and the filing of the Form 25-NSE pending the Panel's decision. The Panel's hearing for the Company is scheduled to be held on April 2, 2024.

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 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

View Full Filing

View this 8-K filing on SEC EDGAR