GLOBAL PARTNER ACQUISITION CORP II : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On August 1, 2022, Global Partner Acquisition Corp II (the "Company") issued a promissory note (the "Note") in the principal amount of up to $2,000,000 to Global Partner Sponsor II LLC (the "Payee"). The Note was issued in connection with advances the Payee may make to the Company for expenses reasonably related to its business and the consummation of the Business Combination (as defined below). The Note bears no interest and is due and payable upon the earlier to occur of (i) January 14, 2023 and (ii) the effective date of a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (the "Business Combination"). As of August 3, 2022, the outstanding principal balance under the note was $200,000.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number     Description
99.1         Promissory Note dated August 1, 2022.
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)




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