Global Partner Acquisition II : New Financial Obligation - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2023

GLOBAL PARTNER ACQUISITION CORP II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39875		N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

200 Park Avenue 32nd Floor New York, NY		10166
(Address of principal executive offices)		(Zip Code)

[phone]

Registrant's telephone number, including area code

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-sixth of one redeemable warrant		GPACU		The NasdaqStock Market LLC
Class A Ordinary Shares included as part of the units		GPAC		The NasdaqStock Market LLC
Redeemable Warrants included as part of the units		GPACW		The NasdaqStock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

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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.

On August 14, 2023, Global Partner Acquisition Corp II (the "Company") drew an aggregate of $150,000 (the "Extension Funds"), as approved by unanimous director resolution, dated August 10, 2023, pursuant to the Promissory Note, dated January 13, 2023 between the Company and Global Partner Sponsor II LLC (the "Note"), which Extension Funds the Company deposited into the Company's trust account for its public shareholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from August 14, 2023 to September 14, 2023 (the "Extension"). The Extension is the fifth of nine one-month extensions permitted under the Company's amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial business combination. The 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 Note will be repaid only from amounts remaining outside of the Company's trust account, if any. Up to $1,750,000 of the total principal amount of the 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 Global Partner Sponsor II LLC at the time of the initial public offering of the Company.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 14, 2023

GLOBAL PARTNER ACQUISITION CORP II

	By:	/s/ Chandra R. Patel
	Name:	Chandra R. Patel
	Title:	Chief Executive Officer

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