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Global Partner Acquisition Corp II

For the period ended Mar 31, 2024. Filed May 15, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 15, 2024

SDST$0.01-29.0%Stored close · as of Oct 22, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31,2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number:001-39875

GLOBAL PARTNER ACQUISITION CORP II

(Exact name of registrant as specified in its charter)

Cayman IslandsN/A
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
200 Park Avenue 32nd Floor New York, NY10166
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:(646) 585-8975

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on Which Registered
Units, each consisting of one Class A ordinary share, $.0001 par value, and one-sixth of one redeemable warrantGPACUThe Nasdaq Stock Market LLC
Class A ordinary sharesGPACThe Nasdaq Stock Market LLC
Redeemable warrantsGPACWThe Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐

As of May 15, 2024, there were 9,194,585 of the Company’s Class A ordinary shares, par value $0.0001 per share, and 100,000 of the Company’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

GLOBAL PARTNER ACQUISITION CORP II

FORM 10-Q FOR THE QUARTER ENDED March 31, 2024

Table of Contents

Page
PART I – FINANCIAL INFORMATION1
Item 1.Financial Statements1
Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 20231
Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (unaudited)2
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2024 and 2023 (unaudited)3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited)4
Notes to Condensed Consolidated Financial Statements (unaudited)5
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 3.Quantitative and Qualitative Disclosures About Market Risk27
Item 4.Controls and Procedures28
PART II – OTHER INFORMATION29
Item 1.Legal Proceedings29
Item 1A.Risk Factors29
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds29
Item 3.Defaults Upon Senior Securities29
Item 4.Mine Safety Disclosures29
Item 5.Other Information29
Item 6.Exhibits30
Signature31

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