Item 1.01 Entry into a Material Definitive Agreement
On January 3, Global Partner Acquisition Corp II (the "Company") issued a
promissory note (the "Note") in the principal amount of up to $250,000 to Global
Partner Sponsor II LLC (the "Payee"). The Note was issued in connection with
advances the Payee has made, and may make in the future, to the Company for
expenses incurred by the Company and reasonably related to the costs and
expenses of facilitating the extension of the term of the Company. The Note
bears no interest and is due and payable upon the consummation of the Company's
initial merger, stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or
more businesses (the "Business Combination"). In the event that the Company does
not consummate a Business Combination, the Note will be repaid only from
amounts, if any, remaining outside of the trust account established in
connection with the initial public offering of the Company's securities.
At the election of the Payee, all or a portion of the unpaid principal amount of
the Note may be converted into warrants of the Company ("Warrants"), at a price
of $1.50 per warrant, each warrant exercisable for one Class A ordinary share,
$0.0001 par value per share, of the Company. The Warrants shall be identical to
the private placement warrants issued to the Sponsor at the time of the
Company's initial public offering.
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 January 3, 2023.
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