Global Partner Acquisition Corp II Files 8-K

TL;DR

GPAC filed an 8-K on June 20, 2024, reporting a material definitive agreement and unregistered equity sales.

AI Summary

Global Partner Acquisition Corp II (GPAC) announced on June 20, 2024, that it entered into a material definitive agreement. The filing also details unregistered sales of equity securities and includes financial statements and exhibits. The company is incorporated in the Cayman Islands and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates a significant event for Global Partner Acquisition Corp II, potentially related to a merger, acquisition, or other material business development, which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — 8-K filings often signal significant corporate events that can introduce volatility and uncertainty for investors.

Key Numbers

• 001-39875 — SEC File Number (Identifies the company's filing with the SEC.)

Key Players & Entities

• Global Partner Acquisition Corp II (company) — Registrant
• June 20, 2024 (date) — Date of earliest event reported
• Cayman Islands (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — of one share of Class A Ordinary Share, $0.0001 par value, and one-sixth of one Redeema
• $2,564,355 — o with respect to the conversion of the $2,564,355 of Sponsor Loans incurred prior to Octo
• $447.5 m — efinition of "Enterprise Value" to mean $447.5 million, which reflects a $2,500,000 redu
• $2,500,000 — o mean $447.5 million, which reflects a $2,500,000 reduction from the prior value. Other t
• $9.35 — s of GPAC II common stock at a price of $9.35 per share, for an aggregate commitment
• $10,075,000 — , for an aggregate commitment amount of $10,075,000 (the " PIPE Investment "). The PIPE Sub
• $3 m — do not intend to draw down in excess of $3 million, if at all, on the commitments un
• $10,200,821 — r an aggregate payment of approximately $10,200,821 (based on the estimated per share redem
• $11.37 — share redemption price of approximately $11.37 per share) from the Trust Account. Also
• $20,401,643 — r an aggregate payment of approximately $20,401,643 (based on the estimated per share redem
• $10.075 million — to receive dividends. (12) Includes $10.075 million of PIPE proceeds resulting in the issua
• $11.50 — mbined Company of the exercise price of $11.50 per warrant for one share, our fully-di
• $121,515,923 — e by a total of 10,566,602 shares, with $121,515,923 paid to the Combined Company to exercis

Filing Documents

• ea0208192-8k425_global2.htm (8-K) — 109KB
• ea020819201ex2-1_global2.htm (EX-2.1) — 15KB
• ea020819201ex10-1_global2.htm (EX-10.1) — 179KB
• 0001213900-24-054788.txt ( ) — 583KB
• gpac-20240620.xsd (EX-101.SCH) — 4KB
• gpac-20240620_def.xml (EX-101.DEF) — 27KB
• gpac-20240620_lab.xml (EX-101.LAB) — 37KB
• gpac-20240620_pre.xml (EX-101.PRE) — 25KB
• ea0208192-8k425_global2_htm.xml (XML) — 7KB

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Amendment No. 2 to the Business Combination Agreement, dated as of June 20, 2024, by and among Global Partner Acquisition Corp II, Strike Merger Sub I, Inc., Strike Merger Sub II, LLC, and Stardust Power Inc. 10.1 Form of PIPE Subscription Agreement 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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'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 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 co

View Full Filing

View this 8-K filing on SEC EDGAR