Item 1.01. Entry into a Material Definitive Agreement.
On January 11, 2021, the Registration Statement on Form S-1 (File No.
333-251558) (the "Registration Statement") relating to the initial public
offering ("the IPO") of Global Partner Acquisition Corp II (the "Company") was
declared effective by the U.S. Securities and Exchange Commission, and the
Company subsequently filed, on January 11, 2021, a registration statement on
Form S-1MEF (File No. 333-252033) pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, which was effective immediately upon filing. On January
14, 2021, the Company consummated the IPO of 30,000,000 units (the "Units"),
including 2,500,000 Units sold pursuant to the full exercise of the
underwriters' option to purchase additional units to cover over-allotments (the
"Over-Allotment Units"). Each Unit consists of (i) one Class A ordinary share of
the Company, par value $0.0001 per share (the "Class A Ordinary Shares"), (ii)
one-sixth of one redeemable warrant of the Company (the "Warrants"), with each
whole Warrant entitling the holder thereof to purchase one Class A Ordinary
Share for $11.50 per share and (iii) the contingent right to receive, in certain
circumstances as described in the Registration Statement and pursuant to a
contingent rights agreement, another one-sixth of one redeemable warrant. The
contingent rights will remain attached to the Ordinary Shares, will not be
separately transferable, assignable or salable, and will not be evidenced by any
certificate or instrument. The Units were sold at a price of $10.00 per Unit,
generating gross proceeds to the Company of $300,000,000 (before underwriting
commissions and offering expenses). Further, in connection with the IPO, the
Company entered into the following agreements, forms of which were previously
filed as exhibits to the Registration Statement:
? An Underwriting Agreement, dated January 11, 2021, by and among the Company,
UBS Securities LLC and RBC Capital Markets, LLC, as the representatives of the
several underwriters, a copy of which is attached as Exhibit 1.1 hereto and
incorporated herein by reference.
? A Warrant Agreement, dated January 11, 2021, by and between the Company and
Continental Stock Transfer & Trust Company, as warrant agent, a copy of which
is attached as Exhibit 4.1 hereto and incorporated herein by reference.
? A Contingent Rights Agreement, dated January 11, 2021, by and between the
Company and Continental Stock Transfer & Trust Company, as rights agent, a copy
of which is attached as Exhibit 4.2 hereto and incorporated herein by
reference.
? An Investment Management Trust Agreement, dated January 11, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as trustee,
a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by
reference.
? A Registration and Shareholder Rights Agreement, dated January 11, 2021, by and
among the Company and Global Partner Sponsor II LLC (the "Sponsor"), a copy of
which is attached as Exhibit 10.2 hereto and incorporated herein by reference.
? A Private Placement Warrants Purchase Agreement, dated January 11, 2021 (the
"Private Placement Warrants Purchase Agreement"), by and between the Company
and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and
incorporated herein by reference.
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? A Letter Agreement, dated January 11, 2021, by and among the Company, its
officers, its directors and the Sponsor, a copy of which is attached as
Exhibit 10.4 hereto and incorporated herein by reference.
? An Administrative Services Agreement, dated January 11, 2021, by and between
the Company and the Sponsor, a copy of which is attached as Exhibit 10.5
hereto and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, in connection with the IPO and with
the purchase of the Over-Allotment Units, pursuant to the Private Placement
Warrants Purchase Agreement, the Company completed the private sale of an
aggregate of 5,566,667 warrants (the "Private Placement Warrants") to the
Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating
gross proceeds to the Company of $8,350,000. The Private Placement Warrants are
identical to the Warrants sold as part of the Units in the IPO, except that the
Sponsor has agreed not to transfer, assign or sell any of the Private Placement
Warrants (except to certain permitted transferees) until 30 days after the
completion of the Company's initial business combination, and except that the
Private Placement Warrants will not have identical redemption terms to the
Warrants, as described in the Registration Statement. No underwriting discounts
or commissions were paid with respect to such sale. The issuance of the Private
Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of January 11, 2021, the following individuals were appointed to
the board of directors of the Company: Pano Anthos, Andrew Cook, Gary DiCamillo,
Claudia Hollingsworth, William Kerr, James McCann and Jay Ripley. Additional
information regarding, among other things, each individual's background, board
committee membership and compensatory arrangements is contained in the
Registration Statement and is incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On January 11, 2021, in connection with the IPO, the Company filed its amended
and restated memorandum and articles of association (the "Amended and Restated
Memorandum and Articles of Association") with the Cayman Islands General
Registry, effective the same day. The terms of the Amended and Restated
Memorandum and Articles of Association are set forth in the Registration
Statement and are incorporated herein by reference. A copy of the Amended and
Restated Memorandum and Articles of Association is attached as Exhibit 3.1
hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $300,000,000, comprised of $294,000,000 of the proceeds from the IPO
(which amount includes $10,500,000 of the underwriter's deferred underwriting
commissions) and $6,000,000 of the proceeds of the sale of the Private Placement
Warrants, was placed in a U.S.-based trust account maintained by Continental
Stock Transfer & Trust Company, acting as trustee. Except with respect to
interest earned on the funds in the trust account that may be released to the
Company to pay its taxes, the funds held in the trust account will not be
released from the trust account until the earliest of (i) the completion of the
Company's initial business combination, (ii) the redemption of any of the
Company's public shares properly tendered in connection with a shareholder vote
to amend the Amended and Restated Memorandum and Articles of Association (A) to
modify the substance or timing of its obligation to provide holders of the Class
A Ordinary Shares the right to have their shares redeemed in connection with the
Company's initial business combination or to redeem 100% of the Company's public
shares if it does not complete its initial business combination within 24 months
from the closing of the IPO or during any extended time that the Company has to
consummate a business combination beyond 24 months as a result of a shareholder
vote to amend the Amended and Restated Memorandum and Articles of Association or
(B) with respect to any other provision relating to shareholders' rights or
pre-business combination activity, and (iii) the redemption of the Company's
public shares if it is unable to complete its initial business combination
within 24 months from the closing of the IPO, subject to applicable law.
On January 11, 2021, the Company issued a press release announcing the pricing
of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report
on Form 8-K.
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On January 14, 2021, the Company issued a press release announcing the closing
of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report
on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description
1.1 Underwriting Agreement, dated January 11, 2021, by and between the
Company, UBS Securities LLC and RBC Capital Markets, LLC.
3.1 Amended and Restated Memorandum and Articles of Association.
4.1 Warrant Agreement, dated January 11, 2021, by and between the Company
and Continental Stock Transfer & Trust Company, as warrant agent.
4.2 Contingent Rights Agreement, dated January 11, 2021, by and between
the Company and Continental Stock Transfer & Trust Company, as rights
agent.
10.1 Investment Management Trust Agreement, January 11, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as
trustee.
10.2 Registration and Shareholder Rights Agreement, dated January 11, 2021,
by and among the Company and the Global Partner Sponsor II LLC.
10.3 Private Placement Warrants Purchase Agreement, dated January 11, 2021,
by and between the Company and Global Partner Sponsor II LLC.
10.4 Letter Agreement, dated January 11, 2021, by and among the Company,
its officers, directors and Global Partner Sponsor II LLC.
10.5 Administrative Services Agreement, dated January 11, 2021, by and
between the Company and Global Partner Sponsor II LLC.
99.1 Press Release, dated January 11, 2021.
99.2 Press Release, dated January 14, 2021.
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