The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this report including, without limitation, statements under this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this report, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to us or the Company's management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company's behalf are qualified in their entirety by this paragraph.





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Overview

We are a blank check company incorporated on November 3, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our initial business combination using cash from the proceeds of our IPO and from our concurrent sale of private placement warrants, additional equity issuances, debt or a combination of cash, equity and debt.

The issuance of additional equity in connection with a business combination:





  ? may significantly dilute the equity interest of existing investors, which
    dilution would increase if the anti-dilution provisions in the Class B
    ordinary shares resulted in the issuance of Class A ordinary shares on a
    greater than one-to-one basis upon conversion of the Class B ordinary shares;

  ? may subordinate the rights of holders of Class A ordinary shares if preference
    shares are issued with rights senior to those afforded our Class A ordinary
    shares;

  ? could cause a change in control if a substantial number of our Class A
    ordinary shares are issued, which may affect, among other things, our ability
    to use our net operating loss carry forwards, if any, and could result in the
    resignation or removal of our present officers and directors;

  ? may have the effect of delaying or preventing a change of control of us by
    diluting the share ownership or voting rights of a person seeking to obtain
    control of us;

  ? may adversely affect prevailing market prices for our units, Class A ordinary
    shares and/or warrants; and may not result in adjustment to the exercise price
    of our warrants.

Similarly, if we issue debt or otherwise incur significant debt, it could result in:





  ? default and foreclosure on our assets if our operating revenues after an
    initial business combination are insufficient to repay our debt obligations;

  ? acceleration of our obligations to repay the indebtedness even if we make all
    principal and interest payments when due if we breach certain covenants that
    require the maintenance of certain financial ratios or reserves without a
    waiver or renegotiation of that covenant;

  ? our immediate payment of all principal and accrued interest, if any, if the
    debt is payable on demand;

  ? our inability to obtain necessary additional financing if the debt contains
    covenants restricting our ability to obtain such financing while the debt is
    outstanding;

  ? our inability to pay dividends on our Class A ordinary shares;

  ? using a substantial portion of our cash flow to pay principal and interest on
    our debt, which will reduce the funds available for dividends on our Class A
    ordinary shares if declared, expenses, capital expenditures, acquisitions and
    other general corporate purposes;

  ? limitations on our flexibility in planning for and reacting to changes in our
    business and in the industry in which we operate;

  ? increased vulnerability to adverse changes in general economic, industry and
    competitive conditions and adverse changes in government regulation; and

  ? limitations on our ability to borrow additional amounts for expenses, capital
    expenditures, acquisitions, debt service requirements, execution of our
    strategy and other purposes and other disadvantages compared to our
    competitors who have less debt.




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As indicated in the accompanying financial statements, as of December 31, 2021, we had $842,000 of cash and approximately $1,783,000 of negative working capital. Further, we expect to incur significant costs in the pursuit of our initial business combination. In addition, we only have until January 14, 2023, unless extended if possible, to complete our business combination before we would be required to cease all operations. We cannot assure you that our plans to complete our initial business combination will be successful or successful within the business combination period. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Results of Operations

For the period from November 3, 2020 (date of inception) to December 31, 2020 our activities consisted of formation and preparation for our IPO and, subsequent to completion of our IPO on January 14, 2021, identifying and completing a suitable initial business combination. As such, in 2020 we had no operations or significant operating expenses and in 2021 we had no operations or significant operating expenses until after the completion of our IPO in January 2021.

Operating costs and taxes. Our normal operating costs since January 14, 2021 include costs associated with our search for an initial business combination, costs associated with our governance and public reporting (see below), and a charge of $25,000 per month from our sponsor for administrative services for an aggregate of approximately $298,000 (including certain reimbursable expenses) for the year ended December 31, 2021. Costs associated with our governance and public reporting have increased since our IPO and were approximately $516,000 for the year ended December 31, 2021. General and administrative costs also include approximately $2,785,000 of professional and consulting fees in the year ended December 31, 2021 associated with our review of business combination candidates.

Income taxes were $0, for the year ended December 31, 2021 and for the period from November 3, 2020 (inception) to December 31, 2020 because we are an exempt Cayman Islands company and are not subject to income tax in the United States or in the Cayman Islands. We did not withdraw any interest from the trust account in the year ended December 31, 2021.

Other income and expense - As discussed further in Note 6 to the financial statements included elsewhere in this report, the Company accounts for its outstanding public and private warrants as derivative liabilities. As a result, the Company is required to measure the fair value of the public and private warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company's operating results for each current period. The statement of operations for the year ended December 31, 2021 reflects other income from change in fair value of the warrant liability of approximately $9,029,000 and charges to other expense aggregating approximately $800,000 for warrant liability issuance costs. Other income also includes approximately $75,000 of interest income on the trust assets.

Liquidity and Capital Resources

On January 14, 2021, we consummated our IPO, selling an aggregate of 30,000,000 units at a price of $10.00 per unit and generating gross proceeds of $300,000,000 before underwriting discounts and expenses. Simultaneously with the consummation of our IPO, we consummated our private placement of 5,566,667 private placement warrants, each exercisable to purchase one share of our Class A ordinary shares at $11.50 per share, to the Sponsor, at a price of $1.50 per private placement warrant, generating gross proceeds, before expenses, of approximately $8,350,000. At that time, the proceeds in the trust account were initially invested in cash. On January 15, 2021, the Company purchased U.S. government treasury bills due in April 2021 and yielding less than 0.01% and at December 31, 2021, the proceeds in the trust account are invested in a money market fund that invests solely U.S. government treasury bills.

The net proceeds from our IPO and our private placement were approximately $301,471,000, net of the non-deferred portion of the underwriting commissions of $6,000,000 and offering costs and other expenses of approximately $904,000 (including approximately $554,000 of offering expenses and approximately $350,000 of insurance that is accounted for as prepaid expense). $300,000,000 of the proceeds of our IPO and our private placement have been deposited in the trust account and are not available to us for operations (except amounts to pay taxes, if any). At December 31, 2021 and 2020, we had approximately $842,000 and $20,000, respectively, of cash available outside of the trust account to fund our activities until we consummate an initial business combination.





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Until the consummation of our IPO, the Company's only sources of liquidity were an initial purchase of our Class B ordinary share for $25,000 by our sponsor, and the availability of loans to us of up to $300,000 by our sponsor under an unsecured promissory note (the "Note"), a total of $199,000 was actually loaned by our sponsor against the issuance of the Note. The Note was non-interest bearing and was paid in full on January 14, 2021 in connection with the closing of our IPO, accordingly, no amounts are outstanding under the Note at December 31, 2021.

At December 31, 2021, the Company had approximately $842,000 in cash and approximately $1,783,000 in negative working capital. The Company has incurred and expects to continue to incur significant costs in pursuit of its business combination. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company's plans to consummate a business combination will be successful or successful within the period we have for consummating a business combination. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial business combination, other than funds which may be available from loans from our sponsor, its affiliates or members of our management team. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

We expect our principal liquidity requirements during this period to include legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; legal and accounting fees related to regulatory reporting obligations; payment for investment professionals' services and support services; Nasdaq continued listing fees; and general working capital that will be used for miscellaneous expenses and reserves.

Our estimates of expenses may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a "no-shop" provision (a provision designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a "no-shop" provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.





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The Company has until January 14, 2023 to complete an initial business combination, or until the end of any Extension Period that may be proposed to and approved by our shareholders in the form of an amendment to our amended and restated memorandum and articles of association. If the Company does not complete an initial business combination by January 14, 2023 or the end of any approved Extension Period, the Company will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public Class A ordinary shares for a pro rata portion of the trust account, including interest, but less taxes payable (and less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate the balance of the Company's net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The initial shareholders have waived their redemption rights with respect to their founder shares; however, if the initial shareholders or any of the Company's officers, directors or their affiliates acquire Class A ordinary shares in or after our IPO, they will be entitled to a pro rata share of the trust account upon the Company's redemption or liquidation in the event the Company does not complete an initial business combination within the required time period.

In the event of such liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be less than the price per unit in our IPO.

Off-balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any agreements for non-financial assets.





Contractual Obligations

At December 31, 2021, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. In connection with our IPO, we entered into an Administrative Support Agreement with Global Partner Sponsor II LLC, our sponsor, pursuant to which the Company pays Global Partner Sponsor II LLC $25,000 per month for office space, utilities and secretarial and administrative support.

In connection with identifying an initial business combination candidate and negotiating an initial business combination, the Company may enter into engagement letters or agreements with various consultants, advisors, professionals and others in connection with an initial business combination. The services under these engagement letters and agreements can be material in amount and in some instances can include contingent or success fees. Contingent or success fees (but not deferred underwriting compensation) would be charged to operations in the quarter that an initial business combination is consummated. In most instances (except with respect to our independent registered public accounting firm), these engagement letters and agreements are expected to specifically provide that such counterparties waive their rights to seek repayment from the funds in the trust account.





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Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following as its critical accounting estimates:





Warrant Liability

A critical accounting estimate made in our financial statements is the estimated fair value of our warrant liability. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The tiers include:

? Level 1, defined as observable inputs such as quoted prices (unadjusted) for

identical instruments in active markets;

? Level 2, defined as inputs other than quoted prices in active markets that are

either directly or indirectly observable, such as quoted prices for similar

instruments in active markets or quoted prices for identical or similar

instruments in markets that are not active; and

? Level 3, defined as unobservable inputs in which little or no market data

exists, therefore requiring an entity to develop its own assumptions, such as

valuations derived from valuation techniques in which one or more significant

inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value may be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety based on the lowest level input that is significant to the fair value measurement.

The estimated fair value of our warrant liability at January 14, 2021 was determined using Level 3 inputs. At January 14, 2021, the Company utilized an independent valuation consultant that used a binomial lattice simulation methodology to value the Warrants. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares based on historical volatility that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

At December 31, 2021, our public warrants were trading in an active market. As such, at December 31, 2021, the Company valued its public warrants based on publicly observable inputs (Level 1 inputs) from the trading in the public warrants in an active market ($0.83 per public warrant on December 31, 2021). Since the private placement warrants are substantially similar to the public warrants but do not trade, the company valued them based on the value of the public warrants (significant other observable inputs - Level 2).





JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an "emerging growth company" and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an "emerging growth company," whichever is earlier.





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