Item 1.01. Entry into a Material Definitive Agreement.
Investment Agreement
On January 13, 2023, Global Partner Acquisition Corp II, a Cayman Island
exempted company (the "Company"), entered into an Investment Agreement (the
"Investment Agreement") with Global Partner Sponsor II LLC, a Delaware limited
liability company (the "Sponsor"), and Endurance Global Partner II, LLC, a
Delaware limited liability company (the "Investor"), pursuant to which the
Investor will contribute to the Sponsor an aggregate amount in cash equal up to
$3,000,000 (the "Investment Contribution"), which amount will be loaned to the
Company in accordance with the Promissory Note (as defined below) (the
"Investment Loan"), in consideration for which, the Sponsor shall issue to the
Investor interests in certain equity securities of the Company.
In connection with the closing of the transactions contemplated by the
Investment Agreement, the Sponsor has transferred control of the Sponsor to
affiliates of Antarctica Capital Partners, LLC.
The Investment Agreement contains customary representations and warranties of
the parties, including, among others, with respect to corporate organization,
corporate authority, and compliance with applicable laws. The representations
and warranties of each party set forth in the Investment Agreement were made
solely for the benefit of the other parties to the Agreement, and shareholders
of the Company are not third-party beneficiaries of the Investment Agreement. In
addition, such representations and warranties (a) are subject to materiality and
other qualifications contained in the Investment Agreement, which may differ
from what may be viewed as material by shareholders of the Company, (b) were
made only as of the date of the Investment Agreement or such other date as is
specified in the Investment Agreement and (c) may have been included in the
Investment Agreement for the purpose of allocating risk between the parties
rather than establishing matters as facts. Accordingly, the Investment Agreement
is included with this filing only to provide shareholders of the Company with
information regarding the terms of the Investment Agreement, and not to provide
shareholders of the Company with any other factual information regarding any of
the parties or their respective businesses.
As previously disclosed on a Form 8-K filed with the SEC on January 6, 2023, the
Sponsor has agreed to lend to the Company the funds required to pay expenses
incurred by the Company and reasonably related to the costs and expenses of
facilitating the extension of the term of the Company.
The foregoing description of the Investment Agreement is not complete and is
qualified in its entirety by reference to the text of such document, which is
filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
Letter Agreement
On January 13, 2023, the Company, the Sponsor, and certain officers and
directors of the Company (the "Insiders," and together with the Sponsor, the
"Letter Agreement Parties") entered into an amendment to the Letter Agreement,
dated January 11, 2021 (the "Letter Agreement"), to allow the Sponsor to
transfer its holdings in the Company, directly or indirectly, to affiliate(s) of
Antarctica Capital Partners, LLC prior to the expiration of the applicable
lock-up (the "Letter Agreement Amendment"). In connection with the resignation
of certain Insiders (as described below), the Letter Agreement Parties agreed
that all Insiders that have resigned from their positions as officers and/or
directors of the Company shall no longer be parties to the Letter Agreement.
The foregoing description of the Letter Agreement Amendment is not complete and
is qualified in its entirety by reference to the text of such document, which is
filed as Exhibit 10.2 hereto and which is incorporated herein by reference.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement or a Registrant.
Extension Meeting Promissory Note
As disclosed in the definitive proxy statement filed by the Company with the
Securities and Exchange Commission (the "SEC") on December 23, 2022 (the "Proxy
Statement"), relating to the extraordinary general meeting of shareholders of
the Company (the "Extension Meeting"), the Sponsor agreed that if the Extension
Amendment Proposal (as defined below) is approved, it or one or more of its
affiliates, members or third-party designees (the "Lender") will contribute to
the Company as a loan, within ten (10) business days of the date of the
Extension Meeting, $450,000, to be deposited into the trust account established
in connection with the Company's initial public offering (the "Trust Account").
In addition, in the event the Company does not consummate an initial business
combination by the Articles Extension Date (as defined below), the Lender may
contribute to the Company $150,000 as a loan to be deposited into the Trust
Account for each of nine one-month extensions following the Articles Extension
Date.
Accordingly, on January 13, 2023, the Company issued an unsecured promissory
note in the total principal amount of up to $3,000,000 (the "Promissory Note")
to the Sponsor. The Sponsor funded the initial principal amount of $450,000 on
January 13, 2023. The Promissory Note does not bear interest and matures upon
closing of the Company's initial business combination. In the event that the
Company does not consummate a business combination, the Promissory Note will be
repaid only from amounts remaining outside of the Trust Account, if any. The
proceeds of the Promissory Note will be deposited in the Trust Account. Up to
$1,750,000 of the total principal amount of the Promissory Note may be
converted, in whole or in part, at the option of the Lender into warrants of the
Company at a price of $1.50 per warrant, which warrants will be identical to the
private placement warrants issued to the Sponsor at the time of the initial
public offering of the Company.
The foregoing description of the Promissory Note is not complete and is
qualified in its entirety by reference to the text of such document, which is
filed as Exhibit 10.3 hereto and which is incorporated herein by reference.
Working Capital Promissory Note
On January 13, 2023, the Company and the Sponsor entered into an amendment to
the promissory note dated August 1, 2022 (the "Working Capital Promissory
Note"), to extend the maturity date of the Working Capital Promissory Note to
the earlier of (i) January 14, 2024, (ii) the consummation of a business
combination of the Company and (iii) the liquidation of the Company.
The foregoing description of the amendment to the Working Capital Promissory
Note is not complete and is qualified in its entirety by reference to the text
of such document, which is filed as Exhibit 10.4 hereto and which is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 13, 2023, Paul J. Zepf, Pano Anthos, Andrew Cook, James McCann and
Jay Ripley tendered their resignations as directors of the Company.
Additionally, Paul J. Zepf and David Apseloff resigned as officers of the
Company. There was no known disagreement with any of our outgoing directors or
officers on any matter relating to the Company's operations, policies or
practices.
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Also on January 13, 2023, Chandra R. Patel was appointed Chief Executive Officer
and Chairman of the board, Richard C. Davis was appointed President, Jarett
Goldman was appointed Chief Financial Officer and Graeme Shaw was appointed
Chief Technology Officer.
The following sets forth certain information concerning each new director and
officer's past employment history, directorships held in public companies, if
any, and for directors, their qualifications for service on the Company's board.
Chandra R. Patel is the founder of Antarctica Capital and has served as the
managing partner of Antarctica Capital since 2010. Antarctica Capital is an
international private equity firm headquartered in New York with offices in the
UK and India. Mr. Patel is responsible for Antarctica Capital's strategic
direction and core relationships and leads the firm's key expansion initiatives.
He developed the real assets business for Antarctica Capital and its SIGA®,
SARO® and SEREY™ investment strategies. Mr. Patel co-founded Antarctica
Capital's private equity business and raised its first real estate fund. Mr.
Patel served as the chairman of the board of directors of Endurance Acquisition
Corp. ("Endurance") from April 2021 until the completion of its business
combination with SatixFy Communications Ltd. ("SatixFy") in October 2022.
Previously, he invested in a portfolio of companies in technology and
healthcare, and he was involved in a number of cross-border transactions and
policy initiatives. Mr. Patel also founded and held senior management positions
at a variety of technology and information services companies and was an
associate at a leading New York law firm. He sits on the boards of Weddell Re
and EarthDaily Analytics Corp. Mr. Patel graduated from the University of Kansas
(Bachelors of Arts), Summa Cum Laude, London School of Economics (Master of
Science), and Boston College (Juris Doctor). We believe that Mr. Patel is well
qualified to serve on our board due to his extensive experience in private
equity transactions and as the founder and managing partner of Antarctica
Capital.
Richard C. Davis is a highly experienced executive with over 25 years of
experience in corporate finance, private equity and the space industry. Mr.
Davis has served as a member of the board of SatixFy since October 2022. Prior
to that, he served as the chief executive officer and a member of the board of
directors of Endurance from April 2021 until the completion of its business
combination with SatixFy in October 2022. Since March 2021, he has served as a
managing director of ADP. He is also a founder and managing member of ArgoSat
Advisors, a premier global advisory firm focused on the space industry that was
founded in 2009. As part of his duties with ArgoSat, Mr. Davis sits on the board
of Sky and Space Corporation. Prior to ArgoSat, Mr. Davis was president, and
later interim-CFO, for ProtoStar, a communications satellite operator which
raised over $500 million and launched two DTH satellites over Asia. Earlier in
his career, Mr. Davis was a private equity investor Principal at VantagePoint
Venture Partners, a private equity and venture capital firm with $4 billion of
assets under management. His focus was on media/telecom as well as
semiconductors/semiconductor capital equipment. Before that he was a vice
president and founding member of the Lehman Brothers Communication Fund which
was an $800 million private equity fund focused on communications infrastructure
investments. In these roles, Mr. Davis was involved in equity and debt
investments, asset acquisitions and dispositions and mergers and other business
combinations or spin-offs for approximately two dozen companies in various
investment lifecycle stages. Mr. Davis started his corporate finance career as
an associate at Salomon Brothers. Mr. Davis was formerly an instructor pilot in
the United States Air Force. He received his B.S. in Astrophysics (cum laude)
from the University of Minnesota, and his MBA from the University of Virginia.
Jarett Goldman is an experienced investment professional with 15+ years of
global experience in corporate finance, principal investing, and capital
markets. Mr. Goldman is currently a director at Antarctica Capital and is
responsible for transaction execution, asset management and business development
within the firm's digital infrastructure and real assets-focused investment
strategies. He possesses experience across capital markets, investment, and
business development roles with a recent focus on digital, transportation, and
space infrastructure. Prior to his role at Antarctica Capital, Mr. Goldman held
a number of positions at Citi in New York and Hong Kong. In his last position he
served as a vice president and regional product head for Citi's Issuer Services
business in Asia Pacific, with full P&L responsibility over 18 countries and
oversight over strategy, product development, transaction structuring,
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 11, 2023, the Company held the Extension Meeting to amend the
Company's amended and restated memorandum and articles of association (the
"Articles Amendment") to extend the date (the "Termination Date") by which the
Company has to consummate a business combination from January 14, 2023 (the
"Original Termination Date") to April 14, 2023 (the "Articles Extension Date")
and to allow the Company, without another shareholder vote, to elect to extend
the Termination Date to consummate a business combination on a monthly basis for
up to nine times by an additional one month each time after the Articles
Extension Date, by resolution of the Company's board of directors if requested
by the Sponsor, and upon five days' advance notice prior to the applicable
Termination Date, until January 14, 2024, or a total of up to twelve months
after the Original Termination Date, unless the closing of the Company's initial
business combination shall have occurred prior to such date (the "Extension
Amendment Proposal"). The shareholders of the Company approved the Extension
Amendment Proposal at the Extension Meeting and on January 13, 2023, the Company
filed the Articles Amendment with the Registrar of Companies of the Cayman
Islands.
The foregoing description is qualified in its entirety by reference to
the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is
incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 11, 2023, the Company held the Extension Meeting to approve the
Extension Amendment Proposal, a proposal to approve the Letter Agreement
Amendment (the "Insider Letter Amendment Proposal") and a proposal to allow the
adjournment of the Extension Meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies if, based upon the tabulated
vote at the time of the Extension Meeting, there were insufficient ordinary
shares of the Company represented (either in person or by proxy) to approve the
Extension Amendment Proposal or the Insider Letter Amendment Proposal (the
"Adjournment Proposal"), each as more fully described in the Proxy Statement. As
there were sufficient votes to approve the Extension Amendment Proposal and the
Insider Letter Amendment Proposal, the Adjournment Proposal was not presented to
shareholders.
Holders of 30,323,994 ordinary shares of the Company held of record as of
December 16, 2022, the record date for the Extension Meeting, were present in
person or by proxy at the meeting, representing approximately 80.86% 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
29,591,556 732,438 0
The Insider Letter Amendment Proposal
For Against Abstain
28,584,335 727,385 1,012,274
In connection with the vote to approve the Extension Amendment Proposal, the
holders of 26,068,281 Class A ordinary shares, par value $0.0001 per share, of
the Company properly exercised their right to redeem their shares for cash at a
redemption price of approximately $10.167 per share, for an aggregate redemption
amount of approximately $265,050,166.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
Amendment to Amended and Restated Memorandum and Articles of
3.1 Association.
10.1† Investment Agreement, dated January 13, 2023, by and among Global
Partner Acquisition Corp II, Global Partner Sponsor II LLC and Endurance
Global Partner II, LLC.
10.2 Letter Agreement Amendment, dated January 13, 2023, by and among
Global Partner Acquisition Corp II, its officers and directors and
Global Partner Sponsor II LLC.
10.3 Promissory Note, dated January 13, 2023, by and among Global Partner
Acquisition Corp II and Global Partner Sponsor II LLC.
10.4 Amendment to Promissory Note, dated August 1, 2022, by and among
Global Partner Acquisition Corp II and Global Partner Sponsor II LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon its
request.
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