UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30,
2023
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 001-39875
GLOBAL PARTNER ACQUISITION CORP II
(Exact name of registrant as specified in its charter)
Cayman Islands | | N/A |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification Number) |
200 Park Avenue 32nd Floor
New York, NY | | 10166 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including
area code: (646) 585-8975
Not applicable
(Former name or former address, if changed since
last report)
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, $.0001 par value, and one-sixth of one redeemable warrant | | GPACU | | The Nasdaq Stock Market LLC |
| | | | |
Class A ordinary shares | | GPAC | | The Nasdaq Stock Market LLC |
| | | | |
Redeemable warrants | | GPACW | | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g)
of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically
every Interactive Date File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions
of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of November 14, 2023, there were 3,931,719 of the Company’s
Class A ordinary shares, par value $0.0001 per share, and 7,500,000 of the Company’s Class B ordinary shares, par value $0.0001
per share, issued and outstanding.
GLOBAL PARTNER ACQUISITION CORP II
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30,
2023
Table of Contents
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Global Partner Acquisition Corp II
Condensed Balance Sheets
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | |
| |
Current assets - | |
| | |
| |
Cash | |
$ | 1,000 | | |
$ | 101,000 | |
Prepaid expenses | |
| 79,000 | | |
| 8,000 | |
Total current assets | |
| 80,000 | | |
| 109,000 | |
Cash held in the Trust Account | |
| 42,623,000 | | |
| - | |
Investments held in Trust Account | |
| - | | |
| 304,675,000 | |
Total assets | |
$ | 42,703,000 | | |
$ | 304,784,000 | |
| |
| | | |
| | |
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities– | |
| | | |
| | |
Accounts payable | |
$ | 4,000 | | |
$ | 75,000 | |
Promissory Note – related party | |
| 755,000 | | |
| 785,000 | |
Extension promissory notes – related party | |
| 1,809,000 | | |
| - | |
Accrued liabilities | |
| 1,207,000 | | |
| 3,016,000 | |
Total current liabilities | |
| 3,775,000 | | |
| 3,876,000 | |
Other liabilities – | |
| | | |
| | |
Warrant liability | |
| 112,000 | | |
| 467,000 | |
Deferred underwriting commission | |
| 10,500,000 | | |
| 10,500,000 | |
Total liabilities | |
| 14,387,000 | | |
| 14,843,000 | |
Commitments and contingencies | |
| - | | |
| - | |
Class A ordinary shares subject to possible redemption; 3,931,719 and 30,000,000 shares, respectively (at approximately $10.84 per share at September 30, 2023 and $10.15 per share at December 31, 2022) | |
| 42,623,000 | | |
| 304,675,000 | |
| |
| | | |
| | |
Shareholders’ deficit: | |
| | | |
| | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding at September 30, 2023 and December 31, 2022 | |
| - | | |
| - | |
Class A ordinary shares, $0.0001 par value, 500,000,000 authorized shares, -0- issued and outstanding (excluding 3,931,719 and 30,000,000 shares, respectively, subject to possible redemption at September 30, 2023 and December 31, 2022) | |
| - | | |
| - | |
Class B ordinary shares, $0.0001 par value, 50,000,000 authorized shares, 7,500,000 shares issued and outstanding at September 30, 2023 and December 31, 2022 | |
| 1,000 | | |
| 1,000 | |
Additional paid-in capital | |
| - | | |
| - | |
Accumulated deficit | |
| (14,308,000 | ) | |
| (14,735,000 | ) |
Total shareholders’ deficit | |
| (14,307,000 | ) | |
| (14,734,000 | ) |
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ deficit | |
$ | 42,703,000 | | |
$ | 304,784,000 | |
See accompanying unaudited condensed notes to financial
statements.
Global Partner Acquisition Corp II
Condensed Statements of Operations
(unaudited)
| |
For the three months ended | | |
For the nine months ended | |
| |
September 30, | | |
September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
Revenues | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
General and administrative expenses | |
| 297,000 | | |
| 1,210,000 | | |
| 1,689,000 | | |
| 1,731,000 | |
Settlement and release of liabilities | |
| - | | |
| - | | |
| (2,961,000 | ) | |
| - | |
Income (loss) from operations | |
| (297,000 | ) | |
| (1,210,000 | ) | |
| 1,272,000 | | |
| (1,731,000 | ) |
Other income (expense) - | |
| | | |
| | | |
| | | |
| | |
Income from cash and investments held in the Trust Account | |
| 406,000 | | |
| 1,466,000 | | |
| 1,798,000 | | |
| 1,946,000 | |
Write-off contingent warrants associated with shares redeemed | |
| - | | |
| - | | |
| 130,000 | | |
| - | |
Change in fair value of warrant liability | |
| 281,000 | | |
| 1,868,000 | | |
| 225,000 | | |
| 11,986,000 | |
Net income (loss) | |
$ | 390,000 | | |
$ | 2,124,000 | | |
$ | 3,425,000 | | |
$ | 12,201,000 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average Class A ordinary shares outstanding -– basic and diluted | |
| 3,933,000 | | |
| 30,000,000 | | |
| 4,982,000 | | |
| 30,000,000 | |
Net income per Class A ordinary share – basic and diluted | |
$ | 0.03 | | |
$ | 0.06 | | |
$ | 0.27 | | |
$ | 0.33 | |
Weighted average Class B ordinary shares outstanding – basic and diluted | |
| 7,500,000 | | |
| 7,500,000 | | |
| 7,500,000 | | |
| 7,500,000 | |
Net income per Class B ordinary share – basic and diluted | |
$ | 0.03 | | |
$ | 0.06 | | |
$ | 0.27 | | |
$ | 0.33 | |
See accompanying notes to unaudited condensed financial
statements.
Global Partner Acquisition Corp II
Condensed Statements of Changes in Shareholders’
Deficit
(unaudited)
2023:
For the three months ended September 30, 2023: | |
Class B Ordinary Shares | | |
Additional Paid-in | | |
Accumulated | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balances, June 30, 2023, (unaudited) | |
| 7,500,000 | | |
$ | 1,000 | | |
$ | - | | |
$ | (13,991,000 | ) | |
$ | (13,990,000 | ) |
Accretion in value of Class A ordinary shares subject to redemption | |
| - | | |
| - | | |
| - | | |
| (707,000 | ) | |
| (707,000 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| 390,000 | | |
| 390,000 | |
Balances, September 30, 2023 (unaudited) | |
| 7,500,000 | | |
$ | 1,000 | | |
$ | - | | |
$ | (14,308,000 | ) | |
$ | (14,307,000 | ) |
For the nine months ended September 30, 2023: | |
Class B Ordinary Shares | | |
Additional Paid-in | | |
Accumulated | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balances, December 31, 2022 | |
| 7,500,000 | | |
$ | 1,000 | | |
$ | - | | |
$ | (14,735,000 | ) | |
$ | (14,734,000 | ) |
Accretion in value of Class A ordinary shares subject to redemption | |
| - | | |
| - | | |
| - | | |
| (2,998,000 | ) | |
| (2,998,000 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| 3,425,000 | | |
| 3,425,000 | |
Balances, September 30, 2023 (unaudited) | |
| 7,500,000 | | |
$ | 1,000 | | |
$ | - | | |
$ | (14,308,000 | ) | |
$ | (14,307,000 | ) |
2022:
For the three months ended September 30, 2022: | |
Class B Ordinary Shares | | |
Additional Paid-in | | |
Accumulated | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balances, June 30, 2022 (unaudited) | |
| 7,500,000 | | |
$ | 1,000 | | |
$ | - | | |
$ | (15,606,000 | ) | |
$ | (15,605,000 | ) |
Accretion in value of Class A ordinary shares subject to redemption | |
| - | | |
| - | | |
| - | | |
| (1,467,000 | ) | |
| (1,467,000 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| 2,124,000 | | |
| 2,124,000 | |
Balances, September 30, 2022 (unaudited) | |
| 7,500,000 | | |
$ | 1,000 | | |
$ | - | | |
$ | (14,949,000 | ) | |
$ | (14,948,000 | ) |
For the nine months ended September 30, 2022: | |
Class B Ordinary Shares | | |
Additional Paid-in | | |
Accumulated | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balances, December 31, 2021 | |
| 7,500,000 | | |
$ | 1,000 | | |
$ | - | | |
$ | (25,129,000 | ) | |
$ | (25,128,000 | ) |
Accretion in value of Class A ordinary shares subject to redemption | |
| - | | |
| - | | |
| - | | |
| (2,021,000 | ) | |
| (2,021,000 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| 12,201,000 | | |
| 12,201,000 | |
Balances, September 30, 2022 (unaudited) | |
| 7,500,000 | | |
$ | 1,000 | | |
$ | - | | |
$ | (14,949,000 | ) | |
$ | (14,948,000 | ) |
See accompanying notes to unaudited condensed financial
statements.
Global Partner Acquisition Corp II
Condensed Statements of Cash Flows
(unaudited)
| |
For the nine months ended September 30, 2023 | | |
For the nine months ended September 30, 2022 | |
Cash flow from operating activities: | |
| | |
| |
Net income | |
$ | 3,425,000 | | |
$ | 12,201,000 | |
Adjustments to reconcile net income to net cash used in operating activities | |
| | | |
| | |
Income from cash and investments held in Trust Account | |
| (1,798,000 | ) | |
| (1,946,000 | ) |
Change in fair value of warrant liability | |
| (225,000 | ) | |
| (11,986,000 | ) |
Write-off contingent warrants associated with shares redeemed | |
| (130,000 | ) | |
| - | |
Changes in operating assets and liabilities: | |
| | | |
| | |
(Increase) decrease in prepaid expenses | |
| (70,000 | ) | |
| 114,000 | |
Increase (decrease) in accounts payable | |
| (71,000 | ) | |
| 260,000 | |
Increase (decrease) in accrued liabilities and other | |
| (1,810,000 | ) | |
| 362,000 | |
Net cash used in operating activities | |
| (679,000 | ) | |
| (995,000 | ) |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Cash deposited in Trust Account | |
| (1,200,000 | ) | |
| - | |
Cash withdrawn from Trust Account to pay redemptions | |
| 265,050,000 | | |
| - | |
Net cash provided by investing activities | |
| 263,850,000 | | |
| - | |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Redemption of 26,068,281 Class A common shares | |
| (265,050,000 | ) | |
| - | |
Advances and repayment of promissory note – related party | |
| (30,000 | ) | |
| 400,000 | |
Proceeds of Extension Promissory Note – related party | |
| 1,809,000 | | |
| - | |
Net cash (used in) provided by financing activities | |
| (263,271,000 | ) | |
| 400,000 | |
| |
| | | |
| | |
Net change in cash | |
| (100,000 | ) | |
| (595,000 | ) |
Cash at beginning of the period | |
| 101,000 | | |
| 842,000 | |
Cash at end of the period | |
$ | 1,000 | | |
$ | 247,000 | |
See accompanying notes to unaudited condensed financial
statements.
Global Partner Acquisition Corp II
Notes to Condensed Financial Statements
September 30, 2023
(unaudited)
Note 1 – Description of Organization and Business Operations
Global Partner Acquisition Corp II (the “Company”) was
incorporated under the laws of the Cayman Islands as an exempted company on November 3, 2020. The Company was formed for the purpose of
effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one
or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section
2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups
Act of 2012 (the “JOBS Act”).
As of September 30, 2023, the Company had not commenced any operations.
All activity for the period from November 3, 2020 (inception) to September 30, 2023 relates to the Company’s formation and the initial
public offering (the “Public Offering”) described below and, subsequent to the Public Offering, identifying and completing
a suitable Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination,
at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Public Offering.
In January 2023, the shareholders of the Company took various actions
and the Company entered into various agreements resulting in a change of control of the Company, redemption of approximately 87% of its
Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), an extension of the date to complete
a Business Combination and certain additional financing and other matters as discussed in further detail in the Form 10-K Annual Report
filed on March 31, 2023 (the “Annual Report”), and the Form 8-K filed on January 18, 2023, with the Securities and Exchange
Commission (the “SEC”) as well as throughout these notes to the unaudited condensed financial statements.
All dollar amounts are rounded to the nearest thousand dollars.
Sponsor and Public Offering:
The Company’s sponsor is Global Partner Sponsor II LLC, a Delaware
limited liability company (the “Sponsor”). The Company intends to finance a Business Combination with unredeemed proceeds
from the $300,000,000 Public Offering (see Note 3 and below) and a $8,350,000 private placement (see Note 4). Upon the closing of the
Public Offering and the private placement, $300,000,000 was deposited in a trust account (the “Trust Account”) at closing
on January 14, 2021.
In January 2023, the following material transactions, among others,
changed the control over and resources of the Company, all as further discussed in these notes to condensed financial statements, as follows:
| 1. | On January 11, 2023, the Company held an Extension Meeting of its shareholders in which the shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association (the “Extension Amendment Proposal”) to extend the date required to complete a Business Combination (as described further in Business Combination below). In connection with the vote to approve the Extension Amendment Proposal the holders of 26,068,281 Class A ordinary shares of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $10.167 per share for an aggregate redemption amount of approximately $265,050,000 resulting in 3,931,719 Class A ordinary shares remaining outstanding. |
| 2. | On January 13, 2023, the Company, entered into an Investment Agreement (the “Investment Agreement”) with the Sponsor and Endurance Global Partner II, LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Investor agreed to contribute to the Sponsor an aggregate amount in cash equal to up to $3,000,000, which amount will be loaned to the Company in accordance with the January 13, 2023 Promissory Note (as defined below), in consideration for which, the Sponsor issued to the Investor interests in certain equity securities of the Company. |
|
3. |
Pursuant to the Investment Agreement, the Sponsor transferred control of the Sponsor to affiliates of Antarctica Capital Partners LLC. |
|
4. |
Pursuant to the Investment Agreement, the Sponsor has agreed to lend to the Company the funds required to pay expenses incurred by the Company and reasonably related to the costs and expenses of facilitating the extension of the term of the Company. |
|
5. |
Further, on January 13, 2023, Paul J. Zepf, Pano Anthos, Andrew Cook, James McCann and Jay Ripley tendered their resignations as directors of the Company. Additionally, Paul J. Zepf and David Apseloff resigned as officers of the Company. There was no known disagreement with any of the outgoing directors or officers on any matter relating to the Company’s operations, policies or practices. |
| 6. | The Company made settlements and received releases from several creditors in exchange for cash payments made resulting in the reduction of approximately $2,961,000 of accrued liabilities which is reflected as a credit to operating expenses in the accompanying condensed statements of operations. |
Trust Account:
The funds in the Trust Account can only be invested in cash or U.S.
government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act of 1940. On January 11, 2023, the Company liquidated the U.S. government treasury obligations
or money market fund held in the Trust Account. Funds will remain in the Trust Account until the earlier of (i) the consummation of its
initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account
may be used to pay for business, legal and accounting due diligence on prospective acquisition targets, legal and accounting fees related
to regulatory reporting obligations, payment for services of investment professionals and support services, continued listing fees and
continuing general and administrative expenses.
The Company’s amended and restated memorandum and articles of
association provided that, other than the withdrawal of interest to pay tax obligations, if any, less up to $100,000 of interest to pay
dissolution expenses, none of the funds held in trust will be released until the earliest of (a) the completion of the initial Business
Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s
amended and restated memorandum of association (i) to modify the substance or timing of the Company’s obligation to redeem 100%
of the public shares if the Company does not complete the initial Business Combination by the date by which the Company is required to
consummate a business combination pursuant to the amended and restated memorandum and articles of association, January 14, 2024 if extended
per below (previously January 14, 2023) (the “Termination Date”), or (ii) with respect to any other provision relating to
shareholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable
to complete the initial Business Combination by the Termination Date, subject to applicable law, which includes the extended time that
the Company has to consummate a Business Combination beyond the Termination Date as a result of a shareholder vote to amend the Company’s
amended and restated articles of incorporation. The proceeds deposited in the Trust Account could become subject to the claims of creditors,
if any, which could have priority over the claims of the Company’s public shareholders.
On January 11, 2023, the Company’s shareholders voted to extend
the date by which the Company has to consummate a Business Combination from January 14, 2023 to April 23, 2023 (the “Articles Extension
Date”) and to allow the Company, without another shareholder vote, to elect to extend the date to consummate a Business Combination
on a monthly basis for up to nine times by an additional one month each time up until the Termination Date of January 14, 2024. Upon each
of the nine one-month extensions, the Sponsor or one or more of its affiliates, members or third-party designees may contribute to the
Company $150,000 as a loan to be deposited into the Trust Account. During the nine months ended on September 30, 2023 the board of directors
of the Company approved (i) one-month extensions of the Termination Date in April, May, June, July and August, resulting in a new Termination
Date of September 14, 2023, and (ii) draws of an aggregate of $1,200,000 pursuant to the Extension Promissory Note - related
party (as defined below). Subsequent to September 30, 2023, the Company approved one-month extensions for September, October and November
resulting in a new Termination Date of December 14, 2023.
Business Combination:
The Company’s management has broad discretion with respect to
the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering
are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein,
“Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance
in the Trust Account (excluding the deferred underwriting commission and taxes payable on interest earned on the Trust Account) at the
time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that
the Company will be able to successfully effect a Business Combination.
The Company, after signing a definitive agreement for a Business Combination,
will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders
may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro
rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial
Business Combination, including interest earned on funds held in the Trust Account and not previously released to pay income taxes, or
(ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid
the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust
Account as of two business days prior to commencement of the tender offer, including interest earned on funds held in the Trust Account
and not previously released to pay income taxes. The decision as to whether the Company will seek shareholder approval of the Business
Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and
will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require
the Company to seek shareholder approval unless a vote is required by the rules of the Nasdaq Capital Market (the “Nasdaq”).
If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary
shares and Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”), voted are voted in favor
of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible
assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption
of its public shares and the related Business Combination, and instead may search for an alternate Business Combination.
If the Company holds a shareholder vote or there is a tender offer
for shares in connection with a Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash
equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation
of the initial Business Combination, including interest earned on funds held in the Trust Account and not previously released to pay income
taxes. As a result, such Class A ordinary shares are recorded at the redemption amount and classified as temporary equity upon the completion
of the Public Offering, in accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification
(“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The amount in the Trust Account
is initially funded at $10.00 per public Class A ordinary share ($300,000,000 held in the Trust Account divided by 30,000,000 public shares),
see however Note 3 regarding shareholder redemptions in January 2023.
As further discussed below, the Company will have until the Termination
Date, that was proposed to and approved by the Company’s shareholders in the form of an amendment to the Company’s amended
and restated memorandum and articles of association (the “Combination Period”). If the Company does not complete a Business
Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up and (ii) as promptly as
reasonably possible, but not more than ten business days thereafter, redeem the public Class A ordinary shares for a per share pro rata
portion of the Trust Account, including interest earned on funds held in the Trust Account and not previously released to pay income taxes
(less up to $100,000 of such net interest to pay dissolution expenses) and as promptly as 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 entered into letter agreements with the Company, pursuant to which they have waived their
rights to participate in any redemption with respect to their Founders Shares; however, if the initial shareholders or any of the Company’s
officers, directors or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to a pro rata
share of the Trust Account with respect to the Class A ordinary shares so acquired upon the Company’s redemption or liquidation
in the event the Company does not complete a Business Combination within the Combination Period. In the event of such distribution, 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 (as defined below) in the Public Offering.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation:
The accompanying unaudited condensed interim financial statements of
the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring
adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position and the results of operations
and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance
with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full
year or any future periods.
The accompanying unaudited condensed interim financial statements should
be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s audited
financial statements included in the Company’s Annual Report which contains the audited financial statements and notes thereto as
of December 31, 2022 and for the year then ended.
Mandatory Liquidation and Going Concern:
At September 30, 2023, the Company has approximately $1,000 in cash
and approximately $3,696,000 in working capital deficit. The Company has incurred significant costs and expects to continue to incur additional
costs in pursuit of its Business Combination. Further, if the Company cannot complete an initial Business Combination within the Combination
Period, it could be forced to wind up its operations and liquidate unless it receives an extension approval from its shareholders. 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. In connection with its financial position and intention to complete a business
combination, the Company has secured financing from its Sponsor. The Company’s plan to deal with these uncertainties is to use the
financing from the Sponsor to complete a Business Combination prior to the Termination Date. There is no assurance for the Company
that, (1) the financing from the Sponsor will be adequate and (2) plans to consummate a Business Combination will be successful or successful
within the Combination Period. The unaudited condensed financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Emerging Growth Company:
Section 102(b)(1) of the JOBS Act exempts emerging growth companies
from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not
had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act)
are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out
of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election
to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting
standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth
company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
Net Income per Ordinary Share:
Net income per ordinary share is computed by dividing net income applicable
to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. The Company has not considered
the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 11,221,954 at September 30, 2023
(15,566,667 at December 31, 2022) Class A ordinary shares in the calculation of diluted income per ordinary share, since their inclusion
would be anti-dilutive under the treasury stock method and are dependent on future events. As a result, diluted income per ordinary share
is the same as basic income per ordinary share for the period.
The Company complies with the accounting and disclosure requirements
of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary
shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income per ordinary share
is calculated by dividing the net income by the weighted average number of ordinary shares outstanding during the respective period. The
changes in redemption value that are accreted to Class A ordinary subject to redemption (see below) is representative of fair value and
therefore is not factored into the calculation of earnings per share.
The following tables reflect the earnings per share after allocating
income between the shares based on outstanding shares:
| |
Three months ended | | |
Nine months ended | |
| |
September 30, 2023 | | |
September 30, 2023 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Numerator: | |
| | |
| | |
| | |
| |
Basic and diluted net income per ordinary share: | |
| | |
| | |
| | |
| |
Allocation of income – basic and diluted | |
$ | 134,000 | | |
$ | 256,000 | | |
$ | 1,367,000 | | |
$ | 2,058,000 | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average ordinary shares: | |
| 3,933,000 | | |
| 7,500,000 | | |
| 4,982,000 | | |
| 7,500,000 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net income per ordinary share | |
$ | 0.03 | | |
$ | 0.03 | | |
$ | 0.27 | | |
$ | 0.27 | |
| |
Three months ended | | |
Nine months ended | |
| |
September 30, 2022 | | |
September 30, 2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Numerator: | |
| | |
| | |
| | |
| |
Basic and diluted net income per ordinary share: | |
| | |
| | |
| | |
| |
Allocation of income – basic and diluted | |
$ | 1,699,000 | | |
$ | 425,000 | | |
$ | 9,761,000 | | |
$ | 2,440,000 | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average ordinary shares: | |
| 30,000,000 | | |
| 7,500,000 | | |
| 30,000,000 | | |
| 7,500,000 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net income per ordinary share | |
$ | 0.06 | | |
$ | 0.06 | | |
$ | 0.33 | | |
$ | 0.33 | |
Concentration of Credit Risk:
The Company can have significant cash balances at financial institutions
which throughout the year may exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could
have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Cash and Cash Equivalents:
The Company considers all highly liquid instruments with original maturities
of three months or less when acquired to be cash equivalents. The Company had no cash equivalents at September 30, 2023 and December 31,
2022.
Fair Value Measurements:
The Company complies with FASB ASC 820, “Fair Value Measurements”
(“ASC 820”), for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period,
and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. As of September 30, 2023 and
December 31, 2022, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and notes payable – related
party approximate their fair values primarily due to the short-term nature of the instruments.
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 hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). These 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 might
be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its
entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Use of Estimates:
The preparation of financial statements in conformity with U.S. GAAP
requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of expenses during the reporting
period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of
the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates
included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject
to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Offering Costs:
The Company complies with the requirements of the FASB ASC 340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for
the Public Offering totaled approximately $17,054,000 including $16,500,000 of underwriters’ discount. Such costs were allocated
among the temporary equity and warrant liability components, based on their relative fair value. Upon completion of the Public Offering,
approximately $16,254,000 has been charged to temporary equity for the temporary equity components and approximately $800,000 has been
charged to other expense for the warrant liability.
Class A Ordinary Shares Subject to Possible Redemption:
As discussed in Note 3, all of the 30,000,000 Class A ordinary shares
sold as part of the Units (as defined below) in the Public Offering contain a redemption feature that allows for the redemption under
the Company’s liquidation or tender offer/shareholder approval provisions. In accordance with FASB ASC 480, redemption provisions
not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events,
which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB
ASC 480. Although the Company had not specified a maximum redemption threshold, its articles of association provide that in no event will
it redeem its public shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001.
However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject
to redemption on the enclosed condensed balance sheets.
On January 11, 2023, in connection with the vote to approve the Extension
Amendment Proposal the holders of 26,068,281 Class A ordinary shares of the Company exercised their right to redeem their shares for cash
at a redemption price of approximately $10.167 per share for an aggregate redemption amount of approximately $265,050,000 reducing the
number of Class A ordinary shares to 3,931,719.
The Company recognizes changes immediately as they occur and adjusts
the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable
Class A ordinary shares are affected by adjustments to additional paid-in capital. Accordingly, 3,931,719 and 30,000,000 shares, respectively,
were classified outside of permanent equity at September 30, 2023 and December 31, 2022. Class A ordinary shares subject to redemption
consist of the following:
| |
Dollars | | |
Shares | |
Gross proceeds of Public Offering | |
$ | 300,000,000 | | |
| 30,000,000 | |
Less: Proceeds allocated to Public Warrants | |
| (14,100,000 | ) | |
| - | |
Offering costs | |
| (16,254,000 | ) | |
| - | |
Plus: Accretion of carrying value to redemption value | |
| 30,354,000 | | |
| - | |
--Subtotal at inception and at December 31, 2021 | |
| 300,000,000 | | |
| 30,000,000 | |
Accretion of carrying value to redemption value | |
| 4,675,000 | | |
| - | |
Class A ordinary shares subject to possible redemption at December 31, 2022 | |
$ | 304,675,000 | | |
| 30,000,000 | |
Class A ordinary shares redeemed on January 11, 2023 | |
| (265,050,000 | ) | |
| (26,068,281 | ) |
Accretion of carrying value to redemption value | |
| 2,998,000 | | |
| - | |
Balance at September 30, 2023 | |
$ | 42,623,000 | | |
| 3,931,719 | |
Income Taxes:
FASB ASC 740 prescribes a recognition threshold and a measurement attribute
for the balance sheet recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to
be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s
management determined that the Cayman Islands is the Company’s major tax jurisdiction. There were no unrecognized tax benefits as
of September 30, 2023 and December 31, 2022. The Company recognizes interest and penalties related to unrecognized tax benefits as income
tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2023 or December 31, 2022. The Company
is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company has been subject to income tax examinations by major taxing authorities since inception.
The Company is considered a Cayman Islands exempted company and is
presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized
tax benefits will materially change over the next twelve months.
Warrant Liability:
The Company accounts for warrants as either equity-classified or liability-classified
instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC
815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial
instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements
for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among
other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time
of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued
or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability
at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the
warrants are recognized as a non-cash gain or loss on the statement of operations. Costs associated with issuing the warrants accounted
for as liabilities are charged to operations when the warrants are issued.
Subsequent Events:
The Company evaluated subsequent events and transactions that occurred
after the date of the balance sheet through the date that the condensed financial statements were available to be issued and has concluded
that all such events that would require adjustment or disclosure in the financial statement have been recognized or disclosed. See Note
4 regarding drawdowns on the Extension promissory notes – related party subsequent to September 30, 2023.
Recent Accounting Pronouncements:
In August 2020, the FASB issued Accounting Standards Update (“ASU”)
2020-06, “Debt — Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging —
Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”), to simplify accounting for certain financial
instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from
convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an
entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that
are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the
requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied
on a full or modified retrospective basis. The Company has adopted this standard for its Extension promissory notes and there is no impact
to the unaudited condensed financial statements - related party as further discussed in Note 4.
Management does not believe that any other recently issued, but not
yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed
financial statements.
Note 3 – Public Offering
On January 14, 2021, the Company consummated the Public Offering and
sale of 30,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s
Class A ordinary shares, one-sixth of one detachable redeemable warrant (the “Detachable Redeemable Warrants”) and the contingent
right to receive, in certain circumstances, in connection with the Business Combination, one-sixth of one distributable redeemable warrant
for each public share that a public shareholder holds and does not redeem in connection with the Company’s initial Business Combination
(the “Distributable Redeemable Warrants,” and together with the Detachable Redeemable Warrants, the “Redeemable Warrants”).
Each whole Redeemable Warrant offered in the Public Offering is exercisable to purchase one of the Company’s Class A ordinary shares.
Only whole Redeemable Warrants may be exercised. Under the terms of the warrant agreement, the Company has agreed to use its commercially
reasonable efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial
Business Combination covering the Class A ordinary shares issuable upon the exercise of warrants. No fractional shares will be issued
upon exercise of the Redeemable Warrants. If, upon exercise of the Redeemable Warrants, a holder would be entitled to receive a fractional
interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to
be issued to the Redeemable Warrant holder. Each Redeemable Warrant will become exercisable on the later of 30 days after the completion
of the Company’s initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after
the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company
does not complete its initial Business Combination on or prior to the end of the Combination Period, the Redeemable Warrants will expire
at the end of such period. If the Company is unable to deliver registered Class A ordinary shares to the holder upon exercise of a Redeemable
Warrant during the exercise period, there will be no net cash settlement of these Redeemable Warrants and the Redeemable Warrants will
expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Redeemable
Warrants become exercisable, the Company may redeem the outstanding Redeemable Warrants in whole and not in part at a price of $0.01 per
Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Class A
ordinary shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading
day before the Company sends the notice of redemption to the Redeemable Warrant holders, and that certain other conditions are met. Once
the Redeemable Warrants become exercisable, the Company may also redeem the outstanding Redeemable Warrants in whole and not in part at
a price of $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the closing price
of the Class A ordinary shares equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the
notice of redemption, and that certain other conditions are met. If the closing price of the Class A ordinary shares is less than $18.00
per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the
notice of redemption to the warrant holders, the Private Placement Warrants must also concurrently be called for redemption on the same
terms as the outstanding public warrants, as described above (the “Public Warrants”). If issued, the Distributable Redeemable
Warrants are identical to the Redeemable Warrants and together represent the Public Warrants.
The Company had granted the underwriters a 45-day option to purchase
up to 2,500,000 Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions, and
such option was exercised in full at the closing of the Public Offering and included in the 30,000,000 Units sold on January 14, 2021.
The Company paid an underwriting discount of 2.0% of the per Unit price,
$6,000,000, to the underwriters at the closing of the Public Offering, and there is a deferred underwriting fee of 3.5% of the per Unit
price, $10,500,000, which is payable upon the completion of the Company’s initial Business Combination.
The shareholders of the Company approved the Extension Amendment Proposal
at the extraordinary general meeting (the “Extension Meeting”) and on January 11, 2023, in connection with that vote, the
holders of 26,068,281 Class A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate price
of approximately $10.167 per share, for an aggregate redemption amount of approximately $265,050,166. In addition, 4,344,714 contingent
redeemable warrants will no longer be available to the former holders of the 26,068,281 Class A ordinary shares redeemed and so the carrying
amount of those warrants, approximately $130,000, was removed from the warrant liabilities on the unaudited condensed balance sheet.
Note 4 – Related Party Transactions
Founder Shares:
During 2020, the Sponsor purchased 7,187,500 Class B ordinary shares
(the “Founder Shares”) for $25,000 (which amount was paid directly for organizational costs and costs of the Public Offering
by the Sponsor on behalf of the Company), or approximately $0.003 per share. In January 2021, the Company effected a share capitalization
resulting in there being an aggregate of 7,500,000 Founder Shares issued. The Founder Shares are substantially identical to the Class
A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares automatically convert into Class A
ordinary shares at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, and are subject
to certain transfer restrictions, as described in more detail below, and the Founder Shares are subject to vesting as follows: 50% upon
the completion of a Business Combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement)
exceeding 20%, 30%, 40% and 50%. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances.
Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled.
The Sponsor agreed to forfeit up to 625,000 Founder Shares to the extent
that the over-allotment option was not exercised in full by the underwriters. The underwriters exercised their over-allotment option in
full and therefore such shares are no longer subject to forfeiture.
In addition to the vesting provisions of the Founder Shares discussed
in Note 7, the Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the
earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s
initial Business Combination, if (x) the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share
(as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes
a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s
shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Private Placement Warrants:
The Sponsor purchased from the Company an aggregate of 5,566,667 warrants
at a price of $1.50 per warrant (a purchase price of $8,350,000) in a private placement that occurred simultaneously with the completion
of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase
one Class A ordinary share at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the
Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account pending
completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A ordinary shares
issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion
of the initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor or its permitted transferees.
If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants
will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in
the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable
Warrants being sold as part of the Units in the Public Offering and have no net cash settlement provisions.
If the Company does not complete a Business Combination, then the proceeds
from the sale of the Private Placement Warrants will be part of the liquidating distribution from the Trust Account to the public shareholders
and the Private Placement Warrants issued to the Sponsor will expire worthless.
Registration Rights:
The Company’s initial shareholders and the holders of the Private
Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders will
be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale
under the Securities Act. In addition, these holders will have piggyback registration rights to include their securities in other registration
statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
There will be no penalties associated with delays in registering the securities under the registration and shareholder rights agreement.
Related Party Loans:
Sponsor loans - In November 2020, the Sponsor agreed to loan
the Company up to an aggregate of $300,000 by drawdowns of not less than $1,000 each against the issuance of an unsecured promissory note
(the “Note” or “Notes payable – related party”) to cover expenses related to the Public Offering. The Note
was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Public Offering. As of the closing date
of the Public Offering, the Company had drawn down approximately $199,000 under the Note, including approximately $49,000 of costs paid
directly by the Sponsor, for costs related to costs of the Public Offering. On January 14, 2021, upon closing of the Public Offering,
all amounts outstanding under the Note were repaid and the Note is no longer available to the Company.
Sponsor working capital loans - On August 1, 2022, the Company
issued a promissory note (the “August 1, 2022 Note” or “August 1, 2022 Notes payable – related party”) in
the principal amount of up to $2,000,000 to its Sponsor. The August 1, 2022 Note was issued in connection with advances the Sponsor may
make to the Company for expenses reasonably related to its business and the consummation of the Business Combination. The August 1, 2022
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. During the nine months ended
September 30, 2023, approximately $30,000 of this loan was repaid. As of September 30, 2023 and December 31, 2022, the outstanding principal
balance under the August 1, 2023 Note was $755,000 and $785,000, respectively.
On January 13, 2023, the Company and the Sponsor agreed to extend the
date of maturity of the August 1, 2023 Note to the earlier of (i) the Termination Date, (ii) the consummation of a Business Combination
of the Company and (iii) the liquidation of the Company.
Extension promissory notes – related party - On January
3, 2023, the Company issued a promissory note (the “January 3, 2023 Note”) in the principal amount of up to $250,000 to its
Sponsor. The January 3, 2023 Note was issued in connection with advances the Sponsor may make to the Company for expenses reasonably related
to its business and the consummation of the Business Combination. The January 3, 2023 Note bears no interest and is due and payable upon
the Business Combination. As of September 30, 2023, no amounts have been drawn down and there was no outstanding principal balance under
the January 3, 2023 Note. At the election of the Payee, $250,000 of the unpaid principal amount of the January 3, 2023 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, of the Company. The Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s
Public Offering.
On January 13, 2023, the Company issued a promissory note (the “January
13, 2023 Note” and together with the January 3, 2023 Note, the “Extension promissory notes – related party”) in
the principal amount of up to $3,000,000 to its Sponsor. The January 13, 2023 Note was issued in connection with advances the Sponsor
may make to the Company for contributions to the Trust Account in connection with the Extension and other expenses reasonably related
to its business and the consummation of the Business Combination. The January 13, 2023 Note bears no interest and is due and payable upon
the Business Combination. At the election of the Payee, all or a portion of the unpaid principal amount of the January 13, 2023 Note may
be converted into Warrants, at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share of the Company. The
Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Public Offering.
During the three and nine months ended September 30, 2023, the Company
made five and sixteen, respectively, drawdowns aggregating approximately $455,000 and $1,809,000, respectively, under the January 13,
2023 Note in order to pay extension payments and for working capital. The Company records such notes at par value and believes that the
fair value of the conversion feature is not material based upon the trading price of the similarly termed Public Warrants. At September
30, 2023 and December 31, 2022, the outstanding principal balance under the note was approximately $1,809,000 and $0, respectively.
Subsequent to September 30, 2023, in October and November 2023, the
Company borrowed an aggregate $450,383.33 to fund the monthly extension payments for those months and the payment that was initially not
paid in September. In addition, the Company borrowed an additional approximately $25,000 subsequent to September 30, 2023 to fund working
capital needs.
Administrative Services Agreement:
The Company has agreed to pay $25,000 a month to the Sponsor for office
space and rent and for the services to be provided by one or more investment professionals, creation and maintenance of the Company’s
website, and miscellaneous additional services. Services commenced on the date the securities are first listed on Nasdaq Capital and will
terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. Approximately
$75,000 and $225,000 were charged to general and administrative expenses during the three and nine months for both periods ended September
30, 2023 and 2022 for this agreement. There were amounts of approximately $200,000 and $0 included in accrued liabilities at September
30, 2023 and December 31, 2022, respectively.
Note 5 – Accounting for Warrant Liability
At September 30, 2023 and December 31, 2022, there were 11,221,954
and 15,566,667 warrants, respectively, outstanding including 5,655,286 Public Warrants and 5,566,667 Private Placement Warrants outstanding
at September 30, 2023 and 10,000,000 Public Warrants and 5,566,667 Private Placement Warrants outstanding at December 31, 2022. 4,344,714
contingent redeemable warrants that would have been exercisable by the former holders of the 26,068,281 Class A ordinary shares redeemed
in January 2023 are no longer available for exercise.
The Company’s warrants are not indexed to the Company’s
ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing
of a fixed-for-fixed option on equity shares. As such, the Company’s warrants are accounted for as warrant liabilities which are
required to be valued at fair value at each reporting period.
The following tables present information about the Company’s
warrant liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicate the
fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description | |
At September 30, 2023 | | |
Quoted Prices in Active Markets (Level 1) | | |
Significant Other Observable Inputs (Level 2) | | |
Significant Other Unobservable Inputs (Level 3) | |
Warrant Liabilities: | |
| | |
| | |
| | |
| |
Public Warrants | |
$ | 56,000 | | |
$ | - | | |
$ | 56,000 | | |
$ | - | |
Private Placement Warrants | |
| 56,000 | | |
| - | | |
| 56,000 | | |
| - | |
Warrant liability at September 30, 2023 | |
$ | 112,000 | | |
$ | - | | |
$ | 112,000 | | |
$ | - | |
Description | |
At December 31, 2022 | | |
Quoted Prices in Active Markets (Level 1) | | |
Significant Other Observable Inputs (Level 2) | | |
Significant Other Unobservable Inputs (Level 3) | |
Warrant Liabilities: | |
| | |
| | |
| | |
| |
Public Warrants | |
$ | 300,000 | | |
$ | 300,000 | | |
$ | - | | |
$ | - | |
Private Placement Warrants | |
| 167,000 | | |
| - | | |
| 167,000 | | |
| - | |
Warrant liability at December 31, 2022 | |
$ | 467,000 | | |
$ | 300,000 | | |
$ | 167,000 | | |
$ | - | |
At September 30, 2023 the Company valued its Public Warrants by reference
to the publicly traded price of the Public Warrants. The Company valued its Private Placement Warrants based on the closing price
of the Public Warrants since they are similar instruments.
At December 31, 2022, the Company valued its (a) Public Warrants based
on the closing price at September 30, 2023 and December 31, 2022, respectively, in an active market and (b) Private Placement Warrants
based on the closing price of the Public Warrants since they are similar instruments.
The warrant liabilities are not subject to qualified hedge accounting.
The Company’s policy is to record transfers at the end of the
reporting period. During the three and nine months ended September 30, 2023 the Company transferred its Public Warrants from Level 1 to
Level 2 based on the trading of the Public Warrants. There were no transfers during the the year ended December 31, 2022.
Note 6 – Trust Account and Fair Value Measurement
The Company complies with FASB ASC 820 for its financial assets and
liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are
re-measured and reported at fair value at least annually.
Upon the closing of the Public Offering and the private placement,
a total of $300,000,000 was deposited into the Trust Account.
On January 11, 2023, shareholders redeemed 26,068,281 Class A ordinary
shares at $10.167 per share, approximately $265,050,000, from the Trust Account and from Class A ordinary shares subject to redemption
as further discussed in these notes to condensed financial statements.
The Company classifies its U.S. government treasury bills and equivalent
securities (when it owns them) as held to maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.”
Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Money market funds
are valued at market.
The funds in the Trust Account were held in an interest-bearing cash
account at September 30, 2023. The following table presents information about the Company’s assets that are measured at fair value
on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to
determine such fair value. Since all of the Company’s permitted investments at December 31, 2022 consisted of money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, fair values of its investments are determined by
Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:
| |
Carrying Value at | | |
Quoted Price in Active | |
Description | |
December 31, 2022 | | |
Markets (Level 1) | |
Assets: | |
| | |
| |
Money Market Fund | |
$ | 304,675,000 | | |
$ | 304,675,000 | |
Total | |
$ | 304,675,000 | | |
$ | 304,675,000 | |
Note 7 – Shareholders’ Deficit
Ordinary Shares:
The authorized ordinary shares of the Company include 500,000,000 Class
A ordinary shares and 50,000,000 Class B ordinary shares or 550,000,000 ordinary shares in total. The Company may (depending on the terms
of the Business Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the
Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Except with respect
to matters pertaining to directors prior to the Business Combination, holders of the Company’s Class A ordinary shares and Class
B ordinary shares vote together as a single class and are entitled to one vote for each Class A ordinary shares and Class B ordinary shares.
The Founder Shares are subject to vesting as follows: 50% upon the
completion of a Business Combination and then an additional 12.5% on the attainment of each of a series of certain “shareholder
return” targets exceeding 20%, 30%, 40% and 50%, as further defined in the agreement. Certain events, as defined in the agreement,
could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing
of the Business Combination will be cancelled.
At September 30, 2023 and December 31, 2022, there were 7,500,000 Class
B ordinary shares issued and outstanding, and 0 and 0 Class A ordinary shares issued and outstanding (after deducting 3,931,719 and 30,000,000,
respectively, Class A ordinary shares subject to possible redemption at September 30, 2023 and December 31, 2022).
Preference Shares:
The Company is authorized to issue 5,000,000 preference shares, par
value $0.0001 (the “Preference shares”), with such designations, voting and other rights and preferences as may be determined
from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no Preference shares
issued or outstanding.
Note 8 – Commitments and Contingencies
Business Combination Costs:
In connection with identifying an initial Business Combination candidate
and negotiating an initial Business Combination, the Company has entered into, and may enter into additional, engagement letters or agreements
with various consultants, advisors, professionals and others. The services under these engagement letters and agreements are material
in amount and in some instances include contingent or success fees. Contingent or success fees (but not deferred underwriting commission)
would be charged to operations in the quarter that an initial Business Combination is consummated. In most instances (except with respect
to the Company’s 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.
Risks and Uncertainties:
COVID-19 — Management continues to evaluate the impact of the
COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the pandemic could have an effect on the
Company’s unaudited condensed financial position, results of operations and/or search for a target company and/or a target company’s
unaudited condensed financial position and results of its operations, the specific impact is not readily determinable as of the date of
these unaudited condensed financial statements. These unaudited condensed financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Bank Closures — Management acknowledges that the Company depends
on a variety of U.S. and multi-national financial institutions for banking services. Market conditions can impact the viability of these
institutions, which in effect will affect the Company’s ability to maintain and provide assurances that it can access its cash and
cash equivalents in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect the Company’s
liquidity, business and financial condition.
Ongoing Conflicts — The impact of ongoing and evolving military
conflicts, including the invasion of Ukraine by Russia and the Israel-Hamas war, and economic sanctions and countermeasures on domestic
and global economic and geopolitical conditions in general is not determinable as of the date of these condensed financial statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’s financial
condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere
in this report.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in
this section and elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”) 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 Quarterly 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.
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 the Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash,
equity and debt.
The issuance of additional shares in a Business Combination:
|
1. |
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; |
|
2. |
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; |
|
3. |
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; |
|
4. |
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; and |
|
5. |
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:
|
6. |
default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations; |
|
7. |
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; |
|
8. |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
|
9. |
our inability to pay dividends on our Class A ordinary shares; |
|
10. |
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; |
|
11. |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; and |
|
12. |
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. |
As indicated in the accompanying financial statements, as of September
30, 2023, we had approximately $1,000 of cash and negative working capital of approximately $3,695,000. Further, we expect to incur significant
costs in the pursuit of our initial Business Combination and if we cannot complete a Business Combination by, as extended on January 11,
2023, April 14, 2023 (or, if up to nine additional monthly extensions thereafter are approved by the board of directors, the Termination
Date) we could be forced to wind up our operations and liquidate unless we receive an extension approval from our shareholders. We cannot
assure you that our plans to complete our initial Business Combination will be successful.
On January 11, 2023, we held an Extension Meeting to, in part, amend
our amended and restated memorandum and articles of association to extend the date by which we have to consummate a Business Combination.
In connection with that vote, the holders of 26,068,281 Class A ordinary shares of the Company properly exercised their right to redeem
their shares for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $265,050,166.
Results of Operations
For the period from November 3, 2020 (date of inception) to September
30, 2023, our activities consisted of formation and preparation for the Public Offering and, subsequent to completion of the public offering
on January 14, 2021, identifying and completing a suitable initial Business Combination. As such, we had no operations or significant
operating expenses until after the completion of the Public Offering in January 2021.
Our normal operating costs since January 14, 2021 include costs associated
with our search for an initial Business Combination (see below), costs associated with our governance and public reporting (see below),
and a charge of $25,000 per month from our Sponsor for administrative services. Costs for such Sponsor provided administrative services
aggregate approximately $75,000 for each of the three months ended September 30, 2023 and 2022 and $225,000 for each of the nine months
ended September 30, 2023 and 2022. Costs associated with our governance and public reporting have increased since the Public Offering
and were approximately $122,000 and $3,000, respectively, for the three and nine months ended September 30, 2023 and approximately $128,000
and $354,000 in the three and nine months ended September 30, 2022. Professional costs associated with the January proxy and Extension
Meeting as well as work related to reviewing potential Business Combinations was approximately $100,000 and $1,083,000 in the three and
nine months ended September 2023.
During the nine months ended September 30, 2023, the Company negotiated
settlement and release agreements with various creditors in exchange for certain payments made and resulting in the reversal of accruals
totaling approximately $2,961,000 which is included as a credit to operating expenses in the accompanying Condensed Statements of Operations.
As we identify and evaluate initial Business Combination candidates,
our costs are expected to increase significantly in connection with investigating potential initial Business Combination candidates, as
well as additional professional, due diligence and consulting fees and travel costs that will be required and professional and other costs
associated with negotiating and executing a definitive agreement and related agreements and related required public reporting and governance
matters.
Other income (expense) includes both interest income and the change
in the fair value of the Public Warrants and Private Placement Warrants at each reporting date. Interest income was approximately $406,000
and 1,798,000 respectively, for the three and nine months ended September 30, 2023 and approximately $1,466,000 and $1,946,000 respectively,
for the three and nine months ended September 30,2022. The variation in interest income reflects market conditions occurring in connection
with the Covid-19 pandemic and its aftermath. The Company is required to measure the fair value of the Public Warrants and Private Placement
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 change in fair value of warrants was an other income item of an aggregate of approximately $281,000
and $225,000, respectively in the three and nine months ended September 30, 2023 and approximately $1,868,000 and $11,986,000, respectively
in the three and months ended September 30, 2022.
There were no income tax expenses for the three months ended September
30, 2023 and 2022 because we are a Cayman Islands exempted 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 three months ended September 30, 2023 or 2022.
Liquidity and Capital Resources
On January 14, 2021, we consummated the Public Offering of an aggregate
of 30,000,000 Units at a price of $10.00 per unit generating gross proceeds of approximately $300,000,000 before underwriting discounts
and expenses. Simultaneously with the consummation of the Public Offering, we consummated the 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. At December 31, 2022 and 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 the Public Offering and 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 the Public Offering and the private placement have been deposited
in the Trust Account and are not available to us for operations (except certain amounts to pay taxes, if any). At December 30, 2022 and
2021, we had approximately $3,000 and $101,000, respectively, of cash available outside of the Trust Account to fund our activities until
we consummate an initial Business Combination.
On January 11, 2023, certain shareholders elected to redeem 26,068,281
Class A ordinary shares at $10.167 per share, approximately $265,050,000, from the Trust Account.
Until the consummation of the Public Offering, the Company’s
only sources of liquidity were an initial purchase of our Class B ordinary shares for $25,000 by the Sponsor, and the availability of
loans to us of up to $300,000 by our Sponsor under the Note, a total of $199,000 was actually loaned by the 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 the Public Offering,
accordingly, no amounts are available or were outstanding under the Note at September 30, 2023 and 2022.
Mandatory Liquidation and Going Concern:
At September 30, 2023, the Company has approximately $1,000 in cash
and approximately $3,095,000 in negative working capital. The Company has incurred significant costs and expects to continue to incur
additional costs in pursuit of its Business Combination. Further, if the Company cannot complete a Business Combination within the Combination
Period, it could be forced to wind up its operations and liquidate unless it receives an extension approval from its shareholders. 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. In connection with its financial position and intention to complete a business
combination, the Company has secured financing from it Sponsor. The Company’s plan to deal with these uncertainties is to use the
financing from the Sponsor to complete a Business Combination prior to deadline as extended from time to time. There is no assurance that
the Company’s plans to consummate a Business Combination will be successful or successful within the Combination Period. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
On August 1, 2022, the Company issued the August 1, 2023 Note in the
principal amount of up to $2,000,000 to its Sponsor. The August 1, 2023 Note was issued in connection with advances the Sponsor may make
to the Company for expenses reasonably related to its business and the consummation of the Business Combination. The August 1, 2023 Note
bears no interest and was due and payable upon the earlier to occur of (i) January 14, 2023 and (ii) the consummation of an initial Business
Combination. On January 13, 2023, the Company and the Sponsor agreed to extend the date of maturity of the August 1, 2023 Note to the
earlier of (i) the Termination Date of January 14 2024, (ii) the consummation of a Business Combination of the Company and (iii) the liquidation
of the Company. As of September 30, 2023 and December 31, 2022, the outstanding principal balance under the August 1, 2023 Note was approximately
$755,000 and $785,000.
On January 3, 2023, the Company issued a promissory note (the “January
3, 2023 Note”) in the principal amount of up to $250,000 to its Sponsor. The January 3, 2023 Note was issued in connection with
advances the Sponsor may make to the Company for expenses reasonably related to its business and the consummation of the Business Combination.
The January 3, 2023 Note bears no interest and is due and payable upon the Business Combination. As of September 30, 2023, no amount has
been drawn down and there is no outstanding principal balance under the January 3, 2023 Note. At the election of the Payee, $250,000 of
the unpaid principal amount of the January 3, 2023 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 of the Company. The Warrants shall be identical to the Private
Placement Warrants issued to the Sponsor at the time of the Company’s Public Offering.
On January 13, 2023, the Company issued a promissory note (the “January
13, 2023 Note” and together with the January 3, 2023 Note, the “Extension promissory notes – related party”) in
the principal amount of up to $3,000,000 to its Sponsor. The January 13, 2023 Note was issued in connection with advances the Sponsor
may make to the Company for contributions to the Trust Account in connection with the Extension and other expenses reasonably related
to its business and the consummation of the Business Combination. The January 13, 2023 Note bears no interest and is due and payable upon
the Business Combination. At the election of the Payee, all or a portion of the unpaid principal amount of the January 13, 2023 Note may
be converted into Warrants, at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share of the Company. The
Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Public Offering.
During the three and nine months ended September 30, 2023, the Company
made five and sixteen, respectively, drawdowns aggregating approximately $455,000 and $1,809,000, respectively, under the January 13,
2023 Note in order to pay extension payments and for working capital. The Company records such notes at par value and believes that the
fair value of the conversion feature is not material based upon the trading price of the similarly termed Public Warrants. At September
30, 2023 and December 31, 2022, the outstanding principal balance under the note was approximately $1,809,000 and $0, respectively.
Subsequent to September 30, 2023, in October and November 2023, the
Company borrowed an aggregate $450,383.33 to fund the monthly extension payments for those months and the payment that was initially not
paid in September. In addition, the Company borrowed an additional approximately $25,000 subsequent to September 30, 2023 to fund working
capital needs.
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 a successful
Business Combination; 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 Combination Period because we do not have sufficient funds available to us, we will be forced
to cease operations and liquidate the Trust Account.
The Company has, as extended on January 11, 2023, until April 14, 2023
(or, if up to nine additional monthly extensions thereafter are approved by the board of directors, the Termination Date) to complete
an initial Business Combination. If the Company does not complete an initial Business Combination by the end of the Combination 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
earned on funds held in the Trust Account and not previously released to pay income taxes, but less up to $100,000 of such 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 the Public Offering, 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 the Public Offering.
Off-balance sheet financing arrangements
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 September 30, 2022, we did not have any long-term debt, capital
lease obligations, operating lease obligations or long-term liabilities. In connection with the Public Offering, we entered into an Administrative
Support Agreement with the Sponsor, pursuant to which the Company pays the Sponsor $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.
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 controls 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 Public Company Accounting
Oversight Board 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 Public Offering
or until we are no longer an “emerging growth company,” whichever is earlier.
Critical Accounting Estimates
The requirement under 229.303 (Item 303) Management’s discussion
and analysis of financial condition and results of operations is: Critical accounting estimates. Critical accounting estimates are those
estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty
and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant.
Provide qualitative and quantitative information necessary to understand the estimation uncertainty and the impact the critical accounting
estimate has had or is reasonably likely to have on financial condition or results of operations to the extent the information is material
and reasonably available. This information should include why each critical accounting estimate is subject to uncertainty and, to the
extent the information is material and reasonably available, how much each estimate and/or assumption has changed over a relevant period,
and the sensitivity of the reported amount to the methods, assumptions and estimates underlying its calculation.
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. Management
has determined that the Company has no critical accounting estimates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The net proceeds of our IPO and a portion of the proceeds of our concurrent
sale of Private Placement Warrants are held in a Trust Account invested in cash or U.S. Government Treasury obligations with a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended,
and which invest only in direct U.S. Government Treasury obligations. On January 11, 2023, we liquidated the U.S. government treasury
obligations or money market funds held in the Trust Account. The funds in the Trust Account will be maintained in cash in an interest-bearing
demand deposit account at a bank until the earlier of our initial Business Combination and our liquidation. Interest on such deposit account
is currently approximately 4.5% per annum, but such deposit account carries a variable rate, and we cannot assure you that such rate will
not decrease or increase significantly.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We are required to comply with the internal control requirements of
the Sarbanes- Oxley Act for the period ending December 31, 2021 and thereafter. Only in the event that we are deemed to be a large accelerated
filer or an accelerated filer and no longer qualify as an emerging growth company would we be required to comply with the independent
registered public accounting firm attestation requirement on internal control over financial reporting. Further, for as long as we remain
an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not
being required to comply with the independent registered public accounting firm attestation requirement.
Disclosure controls are procedures with the objective of ensuring that
information required to be disclosed in our reports under the Exchange Act, such as this report, is recorded, processed, summarized and
reported within the time period specified in the SEC’s rules and forms. Disclosure controls are designed with the objective of ensuring
that information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.
We expect to assess the internal controls of our Target Business or
businesses prior to the completion of our initial Business Combination and, if necessary, to implement and test additional controls as
we may determine are necessary in order to state that we maintain an effective system of internal controls. A Target Business may not
be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized Target
Businesses we may consider for our initial Business Combination may have internal controls that need improvement in areas such as:
|
➤ |
staffing for financial, accounting and external reporting areas, including segregation of duties; |
|
➤ |
reconciliation of accounts; |
|
➤ |
proper recording of expenses and liabilities in the period to which they relate; |
|
➤ |
evidence of internal review and approval of accounting transactions; |
|
➤ |
documentation of processes, assumptions and conclusions underlying significant estimates; and |
|
➤ |
documentation of accounting policies and procedures. |
Management assessed the effectiveness of our internal control over
financial reporting on September 30, 2023. In making these assessments, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on that assessment, management
concluded that our disclosure controls and procedures were effective. Accordingly, our management believes that the financial statements
included in this report present fairly in all material respects our financial position, results of operations and cash flows for the periods
presented.
This report does not include an attestation report of internal controls
from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
Because it will take time, management involvement and perhaps outside
resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations
for our operation of a Target Business, we may incur significant expenses in meeting our public reporting responsibilities, particularly
in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than
we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting
(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We do not expect that our disclosure controls and procedures will prevent
all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure
controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their
costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures
can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure
controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Investing in our ordinary shares involves a high degree of risk.
You should carefully consider the risks and uncertainties described below, together with all of the other information in this
Quarterly Report as well as those risk factors previously disclosed in our Annual Report. Any of these factors could result in a
material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or
that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk
factors or disclose additional risk factors from time to time in our future filings with the SEC.
Our search for a Business Combination, and any target business
with which we may ultimately consummate a Business Combination, may be materially adversely affected by the geopolitical conditions resulting
from the invasion of Ukraine by Russia and the Israel-Hamas war, subsequent sanctions against related individuals and entities and the
status of debt and equity markets, as well as protectionist legislation in our target markets.
The U.S. and global markets are experiencing volatility and disruption
following the escalation of geopolitical tensions, the invasion of Ukraine by Russia in February 2022 and the Israel-Hamas war. In response
to the invasion of Ukraine by Russia, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces
to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions
and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions
from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States,
have also provided and may continue to provide military aid or other assistance to Ukraine and Israel during the ongoing military conflicts,
increasing geopolitical tensions. The invasion of Ukraine by Russia, the Israel-Hamas war and the resulting measures that have been taken,
and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created
global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing
military conflict in Ukraine and Israel is highly unpredictable, the conflicts could lead to market disruptions, including significant
volatility in energy and other commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, these
and any other military actions and any resulting sanctions could adversely affect the global economy and financial markets and lead to
instability and lack of liquidity in capital markets.
Any of the abovementioned factors, or any other negative impact on
the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas
war, and subsequent sanctions, could adversely affect our search for a Business Combination and any target business with which we may
ultimately consummate a Business Combination. The extent and duration of the Russian invasion of Ukraine, the Israel-Hamas war, resulting
sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions
continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such
disruptions may also have the effect of heightening many of the other risks described elsewhere in this Quarterly Report. If these disruptions
or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the
operations of a target business with which we may ultimately consummate a Business Combination, may be materially adversely affected.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
SIGNATURE
In accordance with 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 thereunto duly authorized.
|
GLOBAL PARTNER ACQUISITION CORP II |
|
|
Dated: November 14, 2023 |
/s/ Jarett Goldman |
|
Name: |
Jarett Goldman |
|
Title: |
Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
28
00-0000000
30000000
30000000
3933000
4982000
0.03
0.06
0.27
0.33
7500000
7500000
7500000
7500000
0.03
0.06
0.27
0.33
1367000
2058000
134000
256000
3933000
4982000
7500000
7500000
0.03
0.03
0.27
0.27
1699000
2440000
9761000
425000
30000000
30000000
7500000
7500000
0.06
0.06
0.33
0.33
P5Y
false
--12-31
Q3
0001831979
0001831979
2023-01-01
2023-09-30
0001831979
gpac:UnitsEachConsistingOfOneClassAOrdinaryShare0001ParValueAndOnesixthOfOneRedeemableWarrantMember
2023-01-01
2023-09-30
0001831979
us-gaap:CommonClassAMember
2023-01-01
2023-09-30
0001831979
gpac:RedeemableWarrantsMember
2023-01-01
2023-09-30
0001831979
us-gaap:CommonClassAMember
2023-11-14
0001831979
us-gaap:CommonClassBMember
2023-11-14
0001831979
2023-09-30
0001831979
2022-12-31
0001831979
us-gaap:RelatedPartyMember
2023-09-30
0001831979
us-gaap:RelatedPartyMember
2022-12-31
0001831979
us-gaap:CommonClassAMember
2023-09-30
0001831979
us-gaap:CommonClassAMember
2022-12-31
0001831979
us-gaap:CommonClassBMember
2023-09-30
0001831979
us-gaap:CommonClassBMember
2022-12-31
0001831979
2023-07-01
2023-09-30
0001831979
2022-07-01
2022-09-30
0001831979
2022-01-01
2022-09-30
0001831979
us-gaap:CommonClassAMember
2023-07-01
2023-09-30
0001831979
us-gaap:CommonClassAMember
2022-07-01
2022-09-30
0001831979
us-gaap:CommonClassAMember
2022-01-01
2022-09-30
0001831979
us-gaap:CommonClassBMember
2023-07-01
2023-09-30
0001831979
us-gaap:CommonClassBMember
2022-07-01
2022-09-30
0001831979
us-gaap:CommonClassBMember
2023-01-01
2023-09-30
0001831979
us-gaap:CommonClassBMember
2022-01-01
2022-09-30
0001831979
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-06-30
0001831979
us-gaap:AdditionalPaidInCapitalMember
2023-06-30
0001831979
us-gaap:RetainedEarningsMember
2023-06-30
0001831979
2023-06-30
0001831979
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-07-01
2023-09-30
0001831979
us-gaap:AdditionalPaidInCapitalMember
2023-07-01
2023-09-30
0001831979
us-gaap:RetainedEarningsMember
2023-07-01
2023-09-30
0001831979
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-09-30
0001831979
us-gaap:AdditionalPaidInCapitalMember
2023-09-30
0001831979
us-gaap:RetainedEarningsMember
2023-09-30
0001831979
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-12-31
0001831979
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001831979
us-gaap:RetainedEarningsMember
2022-12-31
0001831979
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-01-01
2023-09-30
0001831979
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-09-30
0001831979
us-gaap:RetainedEarningsMember
2023-01-01
2023-09-30
0001831979
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-06-30
0001831979
us-gaap:AdditionalPaidInCapitalMember
2022-06-30
0001831979
us-gaap:RetainedEarningsMember
2022-06-30
0001831979
2022-06-30
0001831979
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-07-01
2022-09-30
0001831979
us-gaap:AdditionalPaidInCapitalMember
2022-07-01
2022-09-30
0001831979
us-gaap:RetainedEarningsMember
2022-07-01
2022-09-30
0001831979
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-09-30
0001831979
us-gaap:AdditionalPaidInCapitalMember
2022-09-30
0001831979
us-gaap:RetainedEarningsMember
2022-09-30
0001831979
2022-09-30
0001831979
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2021-12-31
0001831979
us-gaap:AdditionalPaidInCapitalMember
2021-12-31
0001831979
us-gaap:RetainedEarningsMember
2021-12-31
0001831979
2021-12-31
0001831979
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-01-01
2022-09-30
0001831979
us-gaap:AdditionalPaidInCapitalMember
2022-01-01
2022-09-30
0001831979
us-gaap:RetainedEarningsMember
2022-01-01
2022-09-30
0001831979
us-gaap:CommonClassAMember
2023-01-01
2023-01-31
0001831979
us-gaap:CommonClassAMember
2023-01-31
0001831979
us-gaap:PrivatePlacementMember
2023-01-01
2023-09-30
0001831979
2021-01-14
0001831979
us-gaap:CommonClassAMember
2023-01-01
2023-01-11
0001831979
us-gaap:CommonClassAMember
2023-01-11
0001831979
2023-01-13
0001831979
2022-01-01
2022-12-31
0001831979
2021-01-01
2021-12-31
0001831979
2021-01-14
2021-01-14
0001831979
srt:RestatementAdjustmentMember
us-gaap:CommonClassAMember
2023-01-01
2023-09-30
0001831979
us-gaap:OverAllotmentOptionMember
2021-01-14
2021-01-14
0001831979
2023-01-01
2023-01-11
0001831979
2023-01-11
0001831979
gpac:FounderSharesMember
us-gaap:CommonClassBMember
2020-01-01
2020-12-31
0001831979
gpac:FounderSharesMember
2020-01-01
2020-12-31
0001831979
gpac:FounderSharesMember
2020-12-31
0001831979
gpac:FounderSharesMember
2021-01-01
2021-01-31
0001831979
gpac:FounderSharesMember
us-gaap:OverAllotmentOptionMember
2023-01-01
2023-09-30
0001831979
us-gaap:CommonClassAMember
us-gaap:PrivatePlacementMember
2023-09-30
0001831979
2020-11-01
2020-11-30
0001831979
us-gaap:IPOMember
2023-09-30
0001831979
gpac:SponsorMember
us-gaap:IPOMember
2023-01-01
2023-09-30
0001831979
2022-08-01
2022-08-01
0001831979
gpac:January32023Member
2023-01-03
2023-01-03
0001831979
2023-01-03
2023-01-03
0001831979
gpac:January32023Member
us-gaap:WarrantMember
2023-01-03
2023-01-03
0001831979
gpac:January132023Member
2023-01-13
2023-01-13
0001831979
gpac:PublicWarrantsMember
2023-09-30
0001831979
us-gaap:PrivatePlacementMember
2023-09-30
0001831979
gpac:PublicWarrantsMember
2022-12-31
0001831979
us-gaap:PrivatePlacementMember
2022-12-31
0001831979
us-gaap:FairValueInputsLevel1Member
gpac:PublicWarrantsMember
2023-09-30
0001831979
us-gaap:FairValueInputsLevel2Member
gpac:PublicWarrantsMember
2023-09-30
0001831979
us-gaap:FairValueInputsLevel3Member
gpac:PublicWarrantsMember
2023-09-30
0001831979
us-gaap:FairValueInputsLevel1Member
us-gaap:PrivatePlacementMember
2023-09-30
0001831979
us-gaap:FairValueInputsLevel2Member
us-gaap:PrivatePlacementMember
2023-09-30
0001831979
us-gaap:FairValueInputsLevel3Member
us-gaap:PrivatePlacementMember
2023-09-30
0001831979
us-gaap:FairValueInputsLevel1Member
2023-09-30
0001831979
us-gaap:FairValueInputsLevel2Member
2023-09-30
0001831979
us-gaap:FairValueInputsLevel3Member
2023-09-30
0001831979
us-gaap:FairValueInputsLevel1Member
gpac:PublicWarrantsMember
2022-12-31
0001831979
us-gaap:FairValueInputsLevel2Member
gpac:PublicWarrantsMember
2022-12-31
0001831979
us-gaap:FairValueInputsLevel3Member
gpac:PublicWarrantsMember
2022-12-31
0001831979
us-gaap:FairValueInputsLevel1Member
us-gaap:PrivatePlacementMember
2022-12-31
0001831979
us-gaap:FairValueInputsLevel2Member
us-gaap:PrivatePlacementMember
2022-12-31
0001831979
us-gaap:FairValueInputsLevel3Member
us-gaap:PrivatePlacementMember
2022-12-31
0001831979
us-gaap:FairValueInputsLevel1Member
2022-12-31
0001831979
us-gaap:FairValueInputsLevel2Member
2022-12-31
0001831979
us-gaap:FairValueInputsLevel3Member
2022-12-31
0001831979
2023-01-11
2023-01-11
0001831979
gpac:CarryingValueMember
2022-12-31
0001831979
us-gaap:FairValueInputsLevel1Member
2022-12-31
xbrli:shares
iso4217:USD
iso4217:USD
xbrli:shares
xbrli:pure
I Chandra R. Patel, certify that:
In connection with the Quarterly Report on Form 10-Q of Global Partner
Acquisition Corp II (the “Company”) for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission
(the “Report”), I, Chandra R. Patel, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
In connection with the Quarterly Report on Form 10-Q of Global Partner
Acquisition Corp II (the “Company”) for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission
(the “Report”), I, Jarett Goldman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: