UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by
the Registrant ☒
Filed by
a Party other than the Registrant ☐
Check the
appropriate box:
☒ | Preliminary
Proxy Statement |
☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive
Proxy Statement |
☐ | Definitive
Additional Materials |
☐ | Soliciting
Material under §240.14a-12 |
Global
Partner Acquisition Corp II
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of
Filing Fee (Check the appropriate box):
☐ | Fee
paid previously with preliminary materials. |
☐ | Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and
0-11 |
PRELIMINARY
PROXY MATERIALS
SUBJECT TO COMPLETION
LETTER
TO SHAREHOLDERS OF GLOBAL PARTNER ACQUISITION CORP II
200 Park Avenue 32nd Floor
New York, NY 10166
Dear Global
Partner Acquisition Corp II Shareholder:
You
are cordially invited to attend an extraordinary general meeting of Global Partner Acquisition Corp II, a Cayman Islands exempted company
(“Global Partner”), which will be held on January , 2024, at a.m., Eastern Time, at the offices of Kirkland &
Ellis LLP located at 601 Lexington Ave, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and
at such other place to which the meeting may be adjourned (the “Shareholder Meeting”).
The
Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location
specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles
of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business
days in advance of the Shareholder Meeting by contacting Global Partner’s Chief Executive Officer at info@gpac2.com by a.m., Eastern
Time, on January , 2024 (two business days prior to the initially scheduled meeting date). You will be able to attend the Shareholder
Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/ .
The
attached notice of the Shareholder Meeting and proxy statement describe the business Global Partner will conduct at the Shareholder Meeting
(unless Global Partner determines that it is not necessary to hold the Shareholder Meeting as described in the accompanying proxy statement)
and provide information about Global Partner that you should consider when you vote your shares. As more fully described in the attached
proxy statement, which is dated December , 2023, and is first being mailed to shareholders on or about that date, the Shareholder Meeting
will be held for the purpose of considering and voting on the following proposals:
| 1. | Proposal
No. 1 - Extension Amendment Proposal - To amend by way of special resolution, Global
Partner’s Memorandum and Articles of Association to extend the date (the “Termination
Date”) by which Global Partner has to consummate a business combination (the “Articles
Extension”) from 14 January, 2024 (the “Original Termination Date”)
to 14 July, 2024 (the “Articles Extension Date”) for a total of an additional
six months after the Original Termination Date, unless the closing of a business combination
shall have occurred prior thereto (the “Extension Amendment Proposal”); |
| 2. | Proposal
No. 2 - Redemption Limitation Amendment Proposal - To amend, by way of special resolution,
Global Partner’s Memorandum and Articles of Association to eliminate from the Memorandum
and Articles of Association the limitation that Global Partner may not redeem Public Shares
(as defined below) to the extent that such redemption would result in Global Partner having
net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities
Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”)
in order to allow Global Partner to redeem Public Shares irrespective of whether such redemption
would exceed the Redemption Limitation (the “Redemption Limitation Amendment,”
and such proposal the “Redemption Limitation Amendment Proposal”); |
| 3. | Proposal No. 3 - Founder Conversion Amendment Proposal - To amend, by way of special resolution, Global
Partner’s Memorandum and Articles of Association, to provide that Class A Ordinary Shares (as defined below) may be issued to
the Sponsor by way of conversion of Class B Ordinary Shares (as defined below), into Class A Ordinary Shares, par value $0.0001 per
share, despite the restriction on issue of additional Class A Ordinary Shares (the “Founder Conversion Amendment
Proposal”); and |
| 4. | Proposal No. 4 - Adjournment Proposal - To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date
or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder
Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value $0.0001 per
share in the capital of Global Partner represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension
Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal, or (ii) where the board
of directors (the “Board”) has determined it is otherwise necessary (the “Adjournment Proposal”). |
Each of the Extension Amendment Proposal, the Redemption
Limitation Amendment Proposal, the Founder Conversion Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying
proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
As previously disclosed in the Current Report on
Form 8-K filed with the SEC on November 21, 2023, Global Partner, Stardust Power Inc., a Delaware corporation (“Stardust Power”)
and other parties thereto entered into a Business Combination Agreement (as it may be further amended or supplemented from time to time),
dated November 21, 2023, contemplating several transactions in connection with which Global Partner will become the parent company of
Stardust Power (the “Business Combination”). For more information about the Business Combination, see Global Partner’s
Current Report on Form 8-K filed with the SEC on November 21, 2023.
The purpose of the Extension Amendment Proposal,
the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal and, if necessary, the Adjournment Proposal,
is to allow Global Partner additional time to complete the Business Combination. You are not being asked to vote on the Business Combination
at this time.
The
Memorandum and Articles of Association provide that Global Partner has until January 14, 2024 to complete its initial business combination.
The Board has determined that it is in the best interests of Global Partner to seek an extension of the Termination Date and have Global
Partner’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate the Business
Combination. Without the Articles Extension, Global Partner believes that Global Partner may not be able to complete the Business Combination
on or before the Termination Date. If that were to occur, Global Partner would be precluded from completing the Business Combination
and would be forced to liquidate.
Global
Partner reserves the right at any time to cancel the Shareholder Meeting (by means of adjourning the Shareholder Meeting sine die) and
not to submit to its shareholders the Extension Amendment Proposal or implement the Articles Extension. In the event the Shareholder
Meeting is cancelled, and Global Partner is unable to complete the Business Combination on or before the Termination Date, Global Partner
will dissolve and liquidate in accordance with the Memorandum and Articles of Association. If the Business Combination is consummated
on or before January 13, 2024, then the Shareholder Meeting will not be held.
If
the Extension Amendment Proposal is approved and the Articles Extension becomes effective, the Sponsor (or one or more of its affiliates,
members or third-party designees) (the “Lender”) shall not make any additional deposits into the Trust Account (as
defined below) and no non-interest bearing, unsecured promissory note shall be issued by Global Partner to the Lender. If Global Partner
completes a Business Combination, it will repay the amounts loaned under existing promissory notes. If Global Partner does not complete
a Business Combination by the applicable Termination Date, such promissory notes will be repaid only from funds held outside of the Trust
Account or will be forfeited, eliminated or otherwise forgiven.
The
Memorandum and Articles of Association provides that Global Partner has until January 14, 2024 to complete its initial Business Combination.
Global Partner’s Board has determined that it is in the best interests of Global Partner to seek an extension of the Termination
Date and have Global Partner’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to
consummate a Business Combination. Without the Articles Extension, Global Partner believes that Global Partner will not be able to complete
a Business Combination on or before the Termination Date. If that were to occur, Global Partner would be precluded from completing a
Business Combination and would be forced to liquidate.
The
purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Memorandum and Articles of Association the Redemption
Limitation in order to allow Global Partner to redeem Public Shares in connection with the consummation of the Business Combination,
irrespective of whether such redemption would exceed the Redemption Limitation. The Board believes it is in the best interests of Global
Partner and its shareholders for Global Partner to be allowed to effect redemptions irrespective of the Redemption Limitation.
As contemplated by the Memorandum and Articles
of Association, the holders of Global Partner’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary
Shares”), issued as part of the units sold in Global Partner’s initial public offering (the “Public Shares”)
may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account
(the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “Initial
Public Offering”) and the concurrent sale of the private placement warrants (the “Private Placement Warrants”),
if either the Articles Extension or the Redemption Limitation Amendment is implemented (the “Redemption”), regardless
of how such public shareholders vote in regard to the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the
Founder Conversion Amendment Proposal. If the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Founder
Conversion Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption
will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation
of a business combination or if Global Partner does not complete a business combination by the Articles Extension Date.
In
the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching
or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding
the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several
or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities and (b) entering into non-redemption
agreements with certain of our significant shareholders. If the Redemption Limitation Amendment Proposal is not approved and the Redemption
Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not
successful, then we will not proceed with the Articles Extension and we will not redeem any Public Shares. In such case, Public Shares
which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholder’s
account and such public shareholder will retain the right to have their Public Shares redeemed for cash if Global Partner has not completed
an initial business combination by the Termination Date.
On
December , 2023, the most recent practicable date prior to the date of the accompanying proxy statement, the redemption price per share
was approximately $ , based on the aggregate amount on deposit in the Trust Account of approximately $ as of December , 2023 (including
interest not previously released to Global Partner to pay its taxes), divided by the total number of then outstanding Public Shares.
The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to Global Partner to pay its taxes, if any, two business days prior
to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the Nasdaq Stock Market
LLC on December , 2023 was $ . Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date
of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $ more per share
than if the shares were sold in the open market (based on the per share redemption price as of December , 2023). Global Partner cannot
assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share
is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish
to sell their shares. Global Partner believes that such redemption right enables its public shareholders to determine whether to sustain
their investments for an additional period if Global Partner does not complete a Business Combination on or before the Termination Date.
If
the Extension Amendment Proposal is not approved, and a Business Combination is not completed on or before the Termination Date, Global
Partner will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Global
Partner to pay its income taxes, if any (less up to $100,000 of interest to pay liquidation expenses), divided by the total number of
the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of Global Partner’s remaining shareholders and the Board, liquidate and dissolve, subject in each case
of clauses (ii) and (iii) to Global Partner’s obligations under Cayman Islands law to provide for claims of creditors and to requirements
of other applicable law. There will be no distribution from the Trust Account with respect to Global Partner’s warrants, which
will expire worthless in the event Global Partner dissolves and liquidates the Trust Account.
Subject to the foregoing, the approval of each
of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal requires
a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by
the holders of Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”
and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who are present in
person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
Approval of the Adjournment Proposal requires an
ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the
issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and
who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes
to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal
at the Shareholder Meeting or if the Board has determined it is otherwise necessary.
The Board has fixed the close of business on December
, 2023 as the date for determining Global Partner’s shareholders entitled to receive notice of and vote at the Shareholder Meeting
and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder
Meeting or any adjournment thereof.
After careful consideration of all relevant factors,
the Board has determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Conversion Amendment
Proposal and the Adjournment Proposal are in the best interests of Global Partner and its shareholders, has declared it advisable and
recommends that you vote or give instruction to vote “FOR” the Extension Amendment proposal , “FOR” the Redemption
Limitation Amendment Proposal, “FOR” the Founder Conversion Amendment Proposal and “FOR” the Adjournment Proposal.
Your vote is very important. Whether
or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy
statement to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street
name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or
other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. The approval of each of the Extension Amendment
Proposal, the Redemption Limitation Amendment Proposal, and the Founder Conversion Amendment Proposal requires a special resolution under
Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued
Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder
Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of
at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person
or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Accordingly, if you fail to vote in person or by proxy
at the Shareholder Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal,
the Redemption Limitation Amendment Proposal, the Founder Conversion Amendment Proposal and the Adjournment Proposal are approved by the
requisite majorities.
If
you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of
the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other
nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for
purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the
proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may
withdraw your proxy and vote in person.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF
THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO GLOBAL PARTNER’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR
TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF
AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER
TENDERING OR DELIVERING YOUR SHARES (AND CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING
YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC
(DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR
BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
Enclosed is the proxy statement containing detailed
information about the Shareholder Meeting, the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder
Conversion Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, Global Partner
urges you to read this material carefully and vote your shares.
|
By Order of the Board of Directors of |
|
Global Partner Acquisition Corp II |
|
|
|
|
|
Chandra R. Patel |
|
Chairman of the Board of Directors |
GLOBAL
PARTNER ACQUISITION CORP II
200 Park Avenue 32nd Floor
New York, NY 10166
NOTICE
OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF GLOBAL PARTNER ACQUISITION CORP II
TO
BE HELD ON JANUARY , 2024
To the Shareholders
of Global Partner Acquisition Corp II:
NOTICE
IS HEREBY GIVEN that an extraordinary general meeting of Global Partner Acquisition Corp II, a Cayman Islands exempted company (“Global
Partner”), will be held on January , 2024, at a.m., Eastern Time (the “Shareholder Meeting”), at the offices
of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on
such other date and at such other place to which the meeting may be postponed or adjourned.
The
Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location
specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles
of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business
days in advance of the Shareholder Meeting by contacting Global Partner’s Chief Executive Officer at info@gpac2.com by a.m., Eastern
Time, on January , 2024 (two business days prior to the initially scheduled meeting date). You will be able to attend the Shareholder
Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/ .
You are cordially invited to attend the Shareholder Meeting that will
be held for the purpose of considering and voting on (i) an extension amendment proposal to amend, by way of special resolution, the Memorandum
and Articles of Association to extend the date (the “Termination Date”) by which Global Partner has to consummate a
business combination (the “Articles Extension”) from 14 January, 2024 (the “Original Termination Date”)
to 14 July, 2024 (the “Articles Extension Date”), unless the closing of a business combination shall have occurred
prior thereto (the “Extension Amendment Proposal”), (ii) a redemption limitation amendment proposal to amend, by way
of special resolution, the Memorandum and Articles of Association to remove the limitation that Global Partner may not redeem Public Shares
(as defined below) to the extent that such redemption would result in Global Partner having net tangible assets (as determined in accordance
with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”)
in order to allow Global Partner to redeem Public Shares (as defined below), irrespective of whether such redemption would exceed the
Redemption Limitation (the “Redemption Limitation Amendment,” and such proposal, the “Redemption Limitation
Amendment Proposal”); (iii) a founder conversion amendment proposal to amend, by way of special resolution, the Memorandum and
Articles of Association to allow Global Partner Sponsor II LLC, a Delaware limited liability company
(the “Sponsor”) and Global Partner’s initial shareholders to convert their Class B Ordinary Shares into
Class A Ordinary Shares before the consummation of the Business Combination (as defined below); and (iv) an adjournment proposal to adjourn,
by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (a) to permit further solicitation and
vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Global Partner ordinary
shares represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal, the Redemption
Limitation Amendment Proposal, or the Founder Conversion Amendment Proposal or (b) where the board of directors (the “Board”)
has determined it otherwise necessary(the “Adjournment Proposal”) (unless Global Partner determines that it is not
necessary to hold the Shareholder Meeting as described in the accompanying proxy statement), each as more fully described below in the
accompanying proxy statement, which is dated December , 2023, and is first being mailed to shareholders on or about that date. The full
text of the proposals to be voted upon at the Shareholder Meeting is as follows:
| 1. | Proposal
No. 1 - The Extension Amendment Proposal – RESOLVED, as a special resolutions
that: |
| a) | Article
49.8 of Global Partner’s Amended and Restated Memorandum and Articles of Association
be deleted in its entirety and replaced with the following new Article 49.8: |
“In
the event that the Company does not consummate a Business Combination (i) by a date no later than 14 July 2024 and (ii) such later date
as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “Termination
Date”), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to Global Partner to pay its income taxes, if any (less up to $100,000 of interest to pay liquidation expenses), divided by
the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of Global Partner’s remaining shareholders and the Board, liquidate and dissolve, subject in
each case to Global Partner’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other
applicable law.
If the Company completes a Business Combination, it will, at
the option of the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”), repay
the amounts loaned under existing promissory notes or convert a portion or all of the amounts loaned under such promissory note into warrants,
which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO. If the Company does not
complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of
the Trust Account or will be forfeited, eliminated or otherwise forgiven.”
| b) | Article
49.9(a) of Global Partner’s Amended and Restated Memorandum and Articles of Association
be deleted in its entirety and replaced with the following new Article 49.9(a): |
“to
modify the substance or timing of the Company’s obligation to provide holders of Class A Shares the right to have their shares
redeemed in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company does not consummate
a Business Combination within forty-two months after the date of the IPO;”
| 2. | Proposal
No. 2 - The Redemption Limitation Amendment Proposal - RESOLVED, as a special
resolution that: |
| a) | Article
49.2(b) of Global Partner’s Amended and Restated Memorandum and Articles of Association
be deleted in its entirety and replaced with the following new Article 49.2(b): |
“provide
Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation
of such Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its income taxes, if any, divided by the number of then issued Public Shares.”
| b) | Article 49.4 of Global Partner’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and
replaced with the following new Article 49.4: |
“At a general meeting called for the
purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary
Resolution, the Company shall be authorised to consummate such Business Combination.”
| c) | Article 49.5 of Global Partner’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and
replaced with the following new Article 49.5: |
“Any Member holding Public Shares who is not the Sponsor,
a Founder, Officer or Director may, in connection with any vote on a Business Combination, elect to have their Public Shares redeemed
for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”),
provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership,
limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption
right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided
further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the
Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay
any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption
price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to
the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes, if any, divided by the number of then issued Public Shares (such redemption price being referred to herein
as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and
consummated.”
| d) | Article 49.9 of Global Partner’s Amended and Restated Memorandum and Articles of Association be amended by the deletion of the
last sentence stating: “The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.” |
| 3. | Proposal No. 3 - Founder Conversion Amendment Proposal - RESOLVED, as a special resolution that: |
Article 49.11 of Global Partner’s Amended and Restated
Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.11:
“Except in connection with the conversion of Class B
Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive funds from the Trust
Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional
Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination
or on any other proposal presented to shareholders prior to or in connection with the completion of an initial Business Combination or
(b) to approve an amendment to the Memorandum or the Articles to (x) extend the time the Company has to consummate a Business Combination
beyond forty-two months from the closing of the IPO or (y) amend the foregoing provisions.”
| 4. | Proposal No. 4 - The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder
Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote
at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary
shares, par value $0.0001 per share in the capital of Global Partner represented (either in person or by proxy) at the Shareholder Meeting
to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal,
or (ii) where the board of directors of Global Partner has determined it is otherwise necessary. |
Each of the Extension Amendment Proposal, the Redemption
Limitation Amendment Proposal, the Founder Conversion Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying
proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
As
previously disclosed in the Current Report on Form 8-K filed with the SEC on November 21, 2023, Global Partner, Stardust Power Inc.,
a Delaware corporation (“Stardust Power”) and other parties thereto entered into a Business Combination Agreement
(as it may be further amended or supplemented from time to time), contemplating several transactions in connection with which Global
Partner will become the parent company of Stardust Power (the “Business Combination”). For more information about
the Business Combination, see Global Partner’s Current Report on Form 8-K filed with the SEC on November 21, 2023.
The
purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Global Partner additional time to
complete the Business Combination. You are not being asked to vote on the Business Combination at this time.
The
Memorandum and Articles of Association provide that Global Partner has until January 14, 2024 to complete its initial business combination.
The Board has determined that it is in the best interests of Global Partner to seek an extension of the Termination Date and have Global
Partner’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate the Business
Combination. Without the Articles Extension, Global Partner believes that Global Partner may not be able to complete the Business Combination
on or before the Termination Date. If that were to occur, Global Partner would be precluded from completing the Business Combination
and would be forced to liquidate.
Global
Partner reserves the right at any time to cancel the Shareholder Meeting (by means of adjourning the Shareholder Meeting sine die) and
not to submit to its shareholders the Extension Amendment Proposal or implement the Articles Extension. In the event the Shareholder
Meeting is cancelled, and Global Partner is unable to complete the Business Combination on or before the Termination Date, Global Partner
will dissolve and liquidate in accordance with the Memorandum and Articles of Association. If the Business Combination is consummated
on or before January 13, 2024, then the Shareholder Meeting will not be held.
If
the Extension Amendment Proposal is approved and the Articles Extension becomes effective, the Sponsor (or one or more of its affiliates,
members or third-party designees) (the “Lender”) shall not make any additional deposits into the Trust Account (as
defined below) and no non-interest bearing, unsecured promissory note shall be issued by Global Partner to the Lender. If Global Partner
completes a Business Combination, it will repay the amounts loaned under existing promissory notes. If Global Partner does not complete
a Business Combination by the applicable Termination Date, such promissory notes will be repaid only from funds held outside of the Trust
Account or will be forfeited, eliminated or otherwise forgiven.
The
Memorandum and Articles of Association provides that Global Partner has until January 14, 2024 to complete its initial Business Combination.
Global Partner’s Board has determined that it is in the best interests of Global Partner to seek an extension of the Termination
Date and have Global Partner’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to
consummate a Business Combination. Without the Articles Extension, Global Partner believes that Global Partner will not be able to complete
a Business Combination on or before the Termination Date. If that were to occur, Global Partner would be precluded from completing a
Business Combination and would be forced to liquidate.
The
purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Memorandum and Articles of Association the Redemption
Limitation in order to allow Global Partner to redeem Public Shares in connection with the consummation of the Business Combination,
irrespective of whether such redemption would exceed the Redemption Limitation. The Board believes it is in the best interests of Global
Partner and its shareholders for Global Partner to be allowed to effect redemptions irrespective of the Redemption Limitation.
After careful consideration of all relevant factors,
the Board has determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Conversion Amendment
Proposal and the Adjournment Proposal are in the best interests of Global Partner and its shareholders, has declared it advisable and
recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Redemption
Limitation Amendment Proposal, “FOR” the Founder Conversion Amendment Proposal and “FOR” the Adjournment Proposal.
As contemplated by the Memorandum and Articles
of Association, the holders of Global Partner’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary
Shares”), issued as part of the units sold in Global Partner’s initial public offering (the “Public Shares”)
may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account
(the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “Initial
Public Offering”) and the concurrent sale of the private placement warrants (the “Private Placement Warrants”),
if either the Articles Extension or the Redemption Limitation Amendment is implemented (the “Redemption”), regardless
of how such public shareholders vote in regard to the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the
Founder Conversion Amendment Proposal. If the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Founder
Conversion Amendment Proposal are approved by the requisite vote of shareholders, holders of Public Shares remaining after the Redemption
will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation
of a business combination or if Global Partner does not complete a business combination by the Articles Extension Date.
In
the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching
or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding
the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several
or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities and (b) entering into non-redemption
agreements with certain of our significant shareholders. If the Redemption Limitation Amendment Proposal is not approved and the Redemption
Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not
successful, then we will not proceed with the Articles Extension and we will not redeem any Public Shares. In such case, Public Shares
which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholder’s
account and such public shareholder will retain the right to have their Public Shares redeemed for cash if Global Partner has not completed
an initial business combination by the Termination Date.
On
December , 2023, the most recent practicable date prior to the date of the accompanying proxy statement, the redemption price per share
was approximately $ , based on the aggregate amount on deposit in the Trust Account of approximately $ as of December , 2023 (including
interest not previously released to Global Partner to pay its taxes, if any), divided by the total number of then outstanding Public
Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to Global Partner to pay its taxes, if any, two business days
prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the Nasdaq Stock
Market LLC on December , 2023 was $ . Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the
date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $ more per
share than if the shares were sold in the open market (based on the per share redemption price as of December , 2023). Global Partner
cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price
per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders
wish to sell their shares. Global Partner believes that such redemption right enables its public shareholders to determine whether to
sustain their investments for an additional period if Global Partner does not complete a Business Combination on or before the Termination
Date.
Approval of the Extension Amendment Proposal is a condition to the
implementation of the Articles Extension. In addition, Global Partner will not proceed with the Articles Extension unless (i) the Redemption
Limitation Amendment Proposal is approved and (ii) the Founder Conversion Amendment Proposal is approved, despite taking into account
the Redemptions.
Global Partner cannot predict the amount that will
remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the
Trust Account may be only a small fraction of the approximately $ that was in the Trust Account as of December , 2023 (including interest
not previously released to Global Partner to pay its taxes).
If
the Extension Amendment Proposal is not approved, and a Business Combination is not completed on or before the Termination Date, Global
Partner will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Global
Partner to pay its income taxes, if any (less up to $100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding
Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of Global Partner’s remaining shareholders and the Board, liquidate and dissolve, subject in each case of clauses
(ii) and (iii) to Global Partner’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject
to the requirements of other applicable law. There will be no distribution from the Trust Account with respect to Global Partner’s
warrants, which will expire worthless in the event Global Partner dissolves and liquidates the Trust Account.
In
the event of a liquidation, the Sponsor and the other initial shareholders of Global Partner will not receive any monies held in the
Trust Account as a result of their ownership of 7,500,000 Class B Ordinary Shares (as defined below) which were issued to the Sponsor
prior to the Initial Public Offering, and 5,566,667 Private Placement Warrants, which were purchased by the Sponsor in a private placement
which occurred simultaneously with the completion of the Initial Public Offering. As a consequence, a liquidating distribution will be
made only with respect to the Public Shares.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF
THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO GLOBAL PARTNER’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR
TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF
AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER
TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING
OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S
DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE
AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
With
respect to the regulation of special purpose acquisition companies (“SPACs”) like Global Partner, on March 30, 2022,
the Securities and Exchange Commission (“SEC”) issued proposed rules relating to, among other items, the extent to
which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended. The proposal is consistent with
less formal positions recently taken by the staff of the SEC. To mitigate the risk of being viewed as operating an unregistered investment
company, Global Partner instructed, in connection with the First Extension Meeting (as defined in the accompanying proxy statement),
Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury
obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash (i.e.,
in an interest-bearing demand deposit account at a bank) until the earlier of the consummation of a business combination and the liquidation
of Global Partner. Interest on such deposit account is currently approximately 4.5% per annum, but such deposit account carries a variable
rate and Global Partner cannot assure you that such rate will not decrease or increase significantly.
Subject to the foregoing, the approval of each of the Extension Amendment
Proposal, the Redemption Limitation Amendment Proposal, and the Founder Conversion Amendment Proposal requires a special resolution under
Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary
Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the
Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who are present in person or represented
by proxy and entitled to vote thereon at the Shareholder Meeting.
Approval of the Adjournment Proposal requires an
ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the
issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the
Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension
Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal at the Shareholder Meeting
or if the Board has determined it is otherwise necessary.
Record holders of Ordinary Shares at the close
of business on December , 2023 (the “Record Date”) are entitled to vote or have their votes cast at the Shareholder
Meeting. On the Record Date, there were 3,931,719 issued and outstanding Class A Ordinary Shares and 7,500,000 issued and outstanding
Class B Ordinary Shares. Global Partner’s warrants do not have voting rights.
The Sponsor and Global Partner’s other initial
shareholders intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. Such shares
will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy
statement, the Sponsor holds 65.6% of the issued and outstanding Ordinary Shares and Global Partner’s Sponsor and other initial
shareholders have not purchased any Public Shares but may do so at any time. As a result, in addition to the shares of the Sponsor and
the other initial shareholders of Global Partner, (i) the approval of the Extension Amendment Proposal, the Redemption Limitation Amendment
Proposal, and the Founder Conversion Amendment Proposal will require the affirmative vote of 121,146 public shares (or approximately 3.1%
of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes and if only such shares
as are required to establish a quorum are represented at the Shareholder Meeting and cast votes; (ii) approval of the Adjournment Proposal
will not require the affirmative vote of additional Ordinary Shares held by public shareholders if all Ordinary Shares are represented
at the Shareholder Meeting and cast votes or if only such shares as are required to establish a quorum are represented at the Shareholder
Meeting and cast votes.
The accompanying proxy statement contains important
information about the Shareholder Meeting, the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder
Conversion Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, Global Partner
urges you to read this material carefully and vote your shares.
The
accompanying proxy statement is dated December , 2023, and is first being mailed to shareholders on or about that date.
|
By Order of the Board of Directors of |
|
Global Partner Acquisition Corp II |
|
|
|
|
|
Chandra R. Patel |
|
Chairman of the Board of Directors |
|
December , 2023 |
TABLE
OF CONTENTS
GLOBAL
PARTNER ACQUISITION CORP II
PROXY STATEMENT
FOR
EXTRAORDINARY GENERAL MEETING
TO BE HELD ON January , 2024
This
proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors
(the “Board”) for use at the extraordinary general meeting of Global Partner Acquisition Corp II, a Cayman Islands
exempted company (“Global Partner,” “we,” “us” or “our”),
which will be held on January , 2024, at a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue,
New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting
may be adjourned (the “Shareholder Meeting”).
YOUR
VOTE IS IMPORTANT. It is important that your shares be represented at the Shareholder Meeting, regardless of the number of shares that
you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that
has also been provided.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the current views of Global
Partner with respect to, among other things, Global Partner’s capital resources and results of operations. Likewise, Global Partner’s
financial statements and all of Global Partner’s statements regarding market conditions and results of operations are forward-looking
statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,”
“believes,” “expects,” “potential,” “continues,” “may,” “will,”
“should,” “could,” “seeks,” “approximately,” “predicts,” “intends,”
“plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words
or phrases.
The
forward-looking statements contained in this proxy statement reflect Global Partner’s current views about future events and are
subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results
to differ significantly from those expressed in any forward-looking statement. Global Partner does not guarantee that the transactions
and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual
results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
| ● | Global
Partner’s ability to complete a Business Combination (as defined below); |
| ● | the
anticipated benefits of a Business Combination; |
| ● | the
volatility of the market price and liquidity of the Class A Ordinary Shares (as defined below)
and other securities of Global Partner; and |
| ● | the
use of funds not held in the Trust Account (as defined below) or available to Global Partner
from interest income on the Trust Account balance. |
While
forward-looking statements reflect Global Partner’s good faith beliefs, they are not guarantees of future performance. Global Partner
disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors,
new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable
law. For a further discussion of these and other factors that could cause Global Partner’s future results, performance or transactions
to differ significantly from those expressed in any forward-looking statement, please see the section below entitled “Risk Factors”
and Global Partner’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange
Commission (the “SEC”) on March 31, 2023 and in other reports Global Partner files with the SEC. You should not place
undue reliance on any forward-looking statements, which are based only on information currently available to Global Partner (or to third
parties making the forward-looking statements).
RISK
FACTORS
In
addition to the below risk factors, you should consider carefully all of the risks described in our (i) IPO prospectus filed with the
SEC on January 13, 2021, (ii) Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023,
(iii) Quarterly Reports on Form 10-Q subsequently filed with the SEC, and (iv) other reports we file with the SEC, before making a decision
to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results
may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline,
and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are
not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material,
may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.
There
are no assurances that the Articles Extension will enable us to complete a Business Combination.
Approving the Articles Extension (as defined below)
involves a number of risks. Even if the Articles Extension is approved, Global Partner can provide no assurances that any transaction
qualifying as a Business Combination (as defined below) will be consummated prior to the Articles Extension Date (as defined below), despite
having signed a business combination agreement, dated November 21, 2023. Our ability to consummate any business combination is dependent
on a variety of factors, many of which are beyond our control. If the Articles Extension is approved, Global Partner expects to seek shareholder
approval of the Business Combination prior to the Articles Extension Date. We are required to offer shareholders the opportunity to redeem
their Public Shares (as defined below) in connection with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal
and the Founder Conversion Amendment Proposal. Even if the Articles Extension is approved by our shareholders, it is possible that Redemptions
(as defined below) will leave us with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at
all. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except
through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders
will be able to dispose of our shares at favorable prices, or at all.
The ability of our public shareholders to exercise redemption
rights if the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Founder Conversion Amendment Proposal
is approved with respect to a large number of our Public Shares may adversely affect the liquidity and trading of our securities and may
impact our ability to complete the Business Combination.
Pursuant to our amended and restated memorandum
and articles of association, a public shareholder may request that the Company redeem all or a portion of such public shareholder’s
Public Shares for cash if the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Founder Conversion Amendment
Proposal is approved. The ability of our public shareholders to exercise such redemption rights with respect to a large number of our
Public Shares may adversely affect the liquidity of our Class A Ordinary Shares. As a result, you may be unable to sell your Class A Ordinary
Shares even if the per-share market price is higher than the per-share redemption price paid to public shareholders that elect to redeem
their Public Shares if the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Founder Conversion Amendment
Proposal are approved.
In
addition, after the Shareholder Meeting, we may be required to demonstrate compliance with Nasdaq Stock Market LLC’s (“Nasdaq”)
continued listing requirements in order to maintain the listing of our securities on Nasdaq. Such continued listing requirements for
our securities include, among other things, having at least 300 shareholders, 500,000 publicly held shares and an average aggregate market
value of public held securities of at least $1 million. We cannot assure you that any of our securities will be able to meet all of Nasdaq’s
continued listing requirements following any redemptions in connection with the Shareholder Meeting. If our securities do not meet Nasdaq’s
continued listing requirements, the Nasdaq may delist our securities from trading on its exchange, which could limit investors’
ability to make transactions in our securities and subject us to additional trading restrictions.
If
we redeem our Public Shares in an amount in excess of the current Redemption Limitation and our securities do not meet Nasdaq’s
continued listing requirements, Nasdaq may delist our securities from trading on its exchange. If Nasdaq delists any of our securities
from trading on its exchange and we are not able to list such securities on another approved national securities exchange, we expect
that such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse
consequences, including: (i) a limited availability of market quotations for our securities, (ii) reduced liquidity for our securities,
(iii) a determination that our Public Shares are “penny stocks” which will require brokers trading in our Public Shares to
adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly
result in a reduced level of trading activity in the secondary trading market for our securities, (iv) a decreased ability to issue additional
securities or obtain additional financing in the future, and (v) a less attractive acquisition vehicle to a target business in connection
with an initial business combination. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or
preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Public
Shares and units qualify as covered securities under such statute. If we were no longer listed on Nasdaq, our securities would not qualify
as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities. In addition,
the Business Combination is subject to a closing condition, unless waived by the parties thereto, that Global Partner’s securities
issued in connection with the Business Combination are approved for listing on Nasdaq. Public shareholders who do not elect to redeem
their Public Shares in connection with the Shareholder Meeting, or the shareholder meeting to approve the Business Combination, may be
unable to recover their investment except through sales of our shares on the open market or upon our liquidation or redemption of shares.
The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable
prices, or at all.
Nasdaq
may delist Global Partner’s securities from its exchange which could limit investors’ ability to make transactions in its
securities and subject Global Partner to additional trading restrictions.
Nasdaq
requires that a special purpose acquisition company must complete one or more business combinations within 24 months of the effectiveness
of its IPO registration statement. The extension that we are requesting at the Shareholder Meeting will extend our ability to complete
a business combination until the 42-month anniversary of our IPO, taking us even further than the 36 month extension we obtained previously,
which will take us beyond the permitted period for a business combination under Nasdaq. Therefore, unless we complete a business combination
by January 14, 2024, we may be subject to suspension and delisting from Nasdaq due to our non-compliance with that requirement.
We
and the holders of our securities could be materially adversely impacted if our securities are delisted from Nasdaq due to non-compliance.
In particular:
| ● | the
price of our securities will likely decrease as a result of the loss of market efficiencies
associated with Nasdaq; |
| ● | holders
may be unable to sell or purchase our securities when they wish to do so; |
| ● | we
may become subject to shareholder litigation; |
| ● | we
may lose the interest of institutional investors in our securities; |
| ● | we
may lose media and analyst coverage; and |
| ● | we
would likely lose any active trading market for our securities, as our securities may then
only be traded on one of the over-the-counter markets, if at all. |
Changes
to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations,
interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial Business
Combination.
We
are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state
and local governments and non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and other legal and regulatory
requirements, and our consummation of an initial business combination may be contingent upon our ability to comply with certain laws,
regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations,
interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those
laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material
adverse effect on our business, including our ability to negotiate and complete an initial business combination. A failure to comply
with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our
ability to negotiate and complete an initial business combination. The SEC has, in the past year, adopted certain rules and may, in the
future adopt other rules, which may have a material effect on our activities and on our ability to consummate an initial business combination,
including the SPAC Proposed Rules (as defined below) described below.
The
SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential business
combination target or others may determine to undertake in connection with such proposals may increase our costs and the time needed
to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination.
The need for compliance with the SPAC Proposed Rules may cause us to liquidate the funds in the Trust Account or liquidate Global Partner
at an earlier time than we might otherwise choose.
On
March 30, 2022, the SEC issued proposed rules (the “SPAC Proposed Rules”) relating, among other things, to disclosures
in SEC filings in connection with business combination transactions between special purpose acquisition companies (“SPACs”)
such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies;
the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability
of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation
under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that
would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s
duration, asset composition, business purpose and activities. The SPAC Proposed Rules have not yet been adopted, and may be adopted in
the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that
we, a potential business combination target, or others may determine to undertake in connection with the SPAC Proposed Rules, or pursuant
to the SEC’s views expressed in the SPAC Proposed Rules, may increase the costs and time of negotiating and completing an initial
business combination, and may constrain the circumstances under which we could complete an initial business combination. The need for
compliance with the SPAC Proposed Rules may cause us to liquidate the funds in the Trust Account or liquidate Global Partner at an earlier
time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the
investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities
so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead
liquidate Global Partner.
As
described further above, the SPAC Proposed Rules relate, among other matters, to the circumstances in which SPACs such as Global Partner
could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Proposed Rules would provide a safe
harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company
Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction.
Specifically, to comply with the safe harbor, the SPAC Proposed Rules would require a company to file a report on Form 8-K announcing
that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date
of its registration statement for its initial public offering (the “IPO Registration Statement”). Global Partner would
then be required to complete its initial Business Combination no later than 24 months after the effective date of the IPO Registration
Statement. Both such dates have already passed.
If
we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition,
we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation
as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance
with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we
have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company,
we may abandon our efforts to complete an initial business combination and instead liquidate Global Partner. Were we to liquidate, our
warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined
company, including any potential price appreciation of our securities.
To
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act in connection with the
First Extension Meeting (as defined below), we instructed the trustee to liquidate the investments held in the Trust Account and instead
to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of
our initial business combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we would
likely receive minimal interest on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders
would receive upon any redemption or liquidation of Global Partner.
The
funds in the Trust Account have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity
of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions
under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company
(including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment
Company Act, in connection with the First Extension Meeting, we instructed Continental (as defined below), the trustee with respect to
the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter
to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation
of our initial Business Combination and the liquidation of Global Partner. Interest on such deposit account is currently approximately
4.5% per annum, but such deposit account carries a variable rate and Global Partner cannot assure you that such rate will not decrease
or increase significantly Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust
Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if
any. As a result of the funds in the Trust Account being held in cash in an interest-bearing demand deposit account, our public shareholders
will receive a reduced dollar amount upon any redemption or liquidation of Global Partner.
In
addition, the longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market
funds invested exclusively in such securities the greater the risk that we may be considered an unregistered investment company, in which
case we may be required to liquidate Global Partner. Were we to liquidate, our warrants would expire worthless, and our securityholders
would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation
of our securities.
QUESTIONS
AND ANSWERS ABOUT THE SHAREHOLDER MEETING
The
questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked
questions about the Shareholder Meeting (as defined below) and the proposals to be presented at the Shareholder Meeting. The following
questions and answers do not include all the information that is important to Global Partner shareholders. Shareholders are urged to
read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposal to be
presented at the Shareholder Meeting and the voting procedures for the Shareholder Meeting, which will be held on January , 2024, at
a.m., Eastern Time. The Shareholder Meeting will be held at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue,
New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting
may be adjourned. You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/
.
Q: | Why
am I receiving this proxy statement? |
Global
Partner is a blank check company incorporated as a Cayman Islands exempted company on November 3, 2020. Global Partner was incorporated
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination
with one or more businesses or entities.
Following
the closing of Global Partner’s initial public offering on January 14, 2021 (the “Initial Public Offering”),
including the full exercise of the underwriters’ over-allotment option, an amount of $300,000,000 ($10.00 per unit offered in the
Initial Public Offering (the “Units”)) from the net proceeds of the sale of the Units in the Initial Public Offering
and the sale of private placement warrants (the “Private Placement Warrants”) to Global
Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) was placed in a trust account
established at the consummation of the Initial Public Offering that holds the proceeds of the Initial Public Offering (the “Trust
Account”).
On
January 11, 2023, Global Partner held an extraordinary general meeting of shareholders (the “First Extension Meeting”)
to (i) amend Global Partner’s amended and restated memorandum and articles of association (to extend the date by which Global Partner
has to consummate a business combination from January 14, 2023 to April 14, 2023 and to allow Global Partner without another shareholder
vote to elect to extend its termination date on a monthly basis for up to nine times by an additional one month each time until January
14, 2024. In connection with the First Extension Meeting, the holders of 30,323,994 Class A ordinary shares, par value $0.0001 per share
of Global Partner (the “Class A Ordinary Shares” or the “Public Shares”) properly 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 $265,050,166. Following the First Extension Meeting, Global Partner has elected, on a monthly basis, to further extend
its termination date until January 14, 2024.
Like
most blank check companies, Global Partner’s amended and restated memorandum and articles of association (the “Memorandum
and Articles of Association”) provide for the return of the Initial Public Offering proceeds held in the Trust Account to the
holders of Class A Ordinary Shares sold in the Initial Public Offering if there is no qualifying business combination(s) consummated
on or before January 14, 2024 (the “Termination Date”).
As
previously disclosed in the Current Report on Form 8-K filed with the SEC on November 21, 2023, Global Partner, Stardust Power Inc.,
a Delaware corporation (“Stardust Power”) and other parties thereto entered into a Business Combination Agreement
(as it may be further amended or supplemented from time to time), contemplating several transactions in connection with which Global
Partner will become the parent company of Stardust Power (the “Business Combination”). For more information about
the Business Combination, see Global Partner’s Current Report on Form 8-K filed with the SEC on November 21, 2023.
Without
the Articles Extension (as defined below), Global Partner believes that Global Partner might not, despite its best efforts, be able to
complete the Business Combination on or before 14 January, 2024. The Board of Global Partner believes that it is in the best interests
of Global Partner’s shareholders to continue Global Partner’s existence until 14 July, 2024, if necessary, in order to allow
Global Partner additional time to complete the Business Combination and is therefore holding this Shareholder Meeting.
Q: | When
and where will the Shareholder Meeting be held? |
A: | The
Shareholder Meeting will be held on January , 2024, at a.m., Eastern Time, at the offices
of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via
a virtual meeting, or at such other time, on such other date and at such other place to which
the meeting may or adjourned. |
Shareholders
may attend the Shareholder Meeting in person. However we encourage you to attend the Shareholder Meeting virtually. If you wish to attend
the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting
by contacting Global Partner’s Chief Executive Officer at info@gpac2.com by a.m.,
Eastern Time, on January , 2024 (two business days prior to the initially scheduled meeting
date). You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/ .
A: | If
you were a holder of record of Class A Ordinary Shares or Class B ordinary shares, par value
$0.0001 per share (the “Class B Ordinary Shares,” and together with the
Class A Ordinary Shares, the “Ordinary Shares”) on December , 2023, the
record date for the Shareholder Meeting, you may vote with respect to the proposals in person
or virtually at the Shareholder Meeting, or by completing, signing, dating and returning
the enclosed proxy card in the postage-paid envelope provided. |
Voting
by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Shareholder Meeting in the manner you indicate. You are encouraged to sign and return
the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend the Shareholder
Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and
return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time,
on January , 2024.
Voting
in Person at the Meeting. If you attend the Shareholder Meeting and plan to vote in person, you will be provided with a ballot at
the Shareholder Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have
the right to vote in person at the Shareholder Meeting. If you hold your shares in “street name,” which means your shares
are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to
ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder
of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you
will need to bring to the Shareholder Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.
Voting
Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the Shareholder Meeting by visiting
https://www.cstproxy.com/ and entering the control number found on your proxy card, voting instruction form or notice included in the
proxy materials.
Q: | How
do I attend the virtual Shareholder Meeting? |
A: | If
you are a registered shareholder, you will receive a proxy card from Continental Stock Transfer
& Trust Company (“Continental,” or the “Transfer Agent”).
The form contains instructions on how to attend the virtual Shareholder Meeting including
the URL address, along with your control number. You will need your control number for access.
If you do not have your control number, contact the Transfer Agent at 917-262-2373, or email
proxy@continentalstock.com . |
You
can pre-register to attend the virtual Shareholder Meeting starting January , 2024 at a.m., Eastern Time (three business days prior to
the meeting date). Enter the URL address into your browser https://www.cstproxy.com/ , enter your control number, name and email address.
Once you pre-register you can vote or enter questions in the chat box. At the start of the Shareholder Meeting you will need to log in
again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.
Shareholders
who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan
to vote at the Shareholder Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not
vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the Transfer
Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address
above. Please allow up to 72 hours prior to the meeting for processing your control number.
If
you do not have access to Internet, you can listen only to the meeting by dialing (or if you are located outside the United States and
Canada (standard rates apply)) and when prompted enter the pin number . Please note that you will not be able to vote or ask questions
at the Shareholder Meeting if you choose to participate telephonically.
Q: | What
are the specific proposals on which I am being asked to vote at the Shareholder Meeting? |
A: | Global
Partner shareholders are being asked to consider and vote on the following proposals: |
| 1. | Proposal
No. 1 - Extension Amendment Proposal - To amend, by way of special resolution, Global
Partner’s Memorandum and Articles of Association to extend the Termination Date by
which Global Partner has to consummate a Business Combination (the “Articles Extension”)
from 14 January, 2024 (the “Original Termination Date”) to 14 July, 2024
(the “Articles Extension Date”), for a total of an additional six months
after the Original Termination Date, unless the closing of a Business Combination shall have
occurred prior thereto (the “Extension Amendment Proposal”); |
| 2. | Proposal
No. 2 - Redemption Limitation Amendment Proposal - To amend, by way of special resolution,
Global Partner’s Memorandum and Articles of Association to eliminate from the Memorandum
and Articles of Association the limitation that Global Partner may not redeem Public Shares
to the extent that such redemption would result in Global Partner having net tangible assets
(as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) of less than $5,000,001 (the “Redemption
Limitation”) in order to allow Global Partner to redeem Public Shares irrespective
of whether such redemption would exceed the Redemption Limitation (the “Redemption
Limitation Amendment”, such proposal the “Redemption Limitation Amendment
Proposal”); |
| 3. | Proposal No. 3 - Founder Conversion Amendment
Proposal - To amend, by way of special resolution, Global Partner’s Memorandum and Articles of Association, to provide that
Class A Ordinary Shares may be issued to the Sponsor by way of conversion of Class B Ordinary Shares into Class A Ordinary Shares despite
the restriction on issue of additional Class A Ordinary Shares (the “Founder Conversion Amendment Proposal”); and |
| 4. | Proposal No. 4 - Adjournment Proposal - To adjourn the Shareholder Meeting to a later date or dates, if necessary, (i) to permit
further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient
Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value $0.0001 per share in the capital of Global
Partner represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal, the Redemption
Limitation Amendment Proposal and the Founder Conversion Amendment Proposal, or (ii) where the Board has determined it is otherwise necessary. |
For more information, please see “Proposal No. 1—The
Extension Amendment Proposal,” “Proposal No. 2—The Redemption Limitation Amendment Proposal,” “Proposal
No. 3— Founder Conversion Amendment Proposal” and “Proposal No. 4—The Adjournment Proposal.”
If
the Extension Amendment Proposal is approved and the Articles Extension becomes effective, the Lender shall not make any additional deposits
into the Trust Account and no additional non-interest bearing, unsecured promissory note shall be issued by Global Partner to the Lender.
If Global Partner completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under existing promissory
notes or convert a portion or all of the amounts loaned under such promissory notes into warrants, which warrants will be identical to
the Private Placement Warrants. If Global Partner does not complete a Business Combination by the applicable Termination Date, such promissory
notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
After careful consideration, Global Partner’s Board
has unanimously determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Conversion
Amendment Proposal and the Adjournment Proposal are in the best interests of Global Partner and its shareholders and unanimously recommends
that you vote “FOR” or give instruction to vote “FOR” each of these proposals.
The existence of financial and personal interests of our
directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Global Partner
and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote
for the proposals. See the sections titled “Proposal No. 1 - The Extension Amendment Proposal - Interests of the Sponsor and
Global Partner’s Directors and Officers,” “Proposal No. 2 - The Redemption Limitation Amendment Proposal - Interests
of the Sponsor, Global Partner’s Directors and Officers”, “Proposal No. 3 - The Founder Conversion Amendment
Proposal - Interests of the Sponsor, Global Partner’s Directors and Officers” and “Beneficial Ownership of Securities”
for a further discussion of these considerations.
THE
VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS
PROXY STATEMENT.
Q: | Am
I being asked to vote on a proposal to elect directors? |
A: | No.
Holders of Public Shares are not being asked to vote on the election of directors at this
time. |
Q: | Are
the proposals conditioned on one another? |
A: | Approval of the Extension Amendment Proposal is a condition
to the implementation of the Articles Extension. In addition, Global Partner will not proceed with the Articles Extension unless (i)
the Redemption Limitation Amendment Proposal is approved or (ii) the Founder Conversion Amendment Proposal is approved, despite taking
into account any redemptions of Class A Ordinary Shares by Global Partner public shareholders in exchange for their pro rata portion
of the funds held in the Trust Account in connection with the Articles Extension (the “Redemptions”). |
If
the Articles Extension is implemented and one or more Global Partner shareholders elect to redeem their Public Shares pursuant to the
Redemption, Global Partner will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal
to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, including interest earned
on the funds held in the Trust Account and not previously released to Global Partner to pay its taxes, and retain the remainder of the
funds in the Trust Account for Global Partner’s use in connection with consummating the Business Combination, subject to the redemption
rights of holders of Public Shares in connection with the Business Combination.
The Adjournment Proposal is conditioned on Global Partner
not obtaining the necessary votes for approving the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the
Founder Conversion Amendment Proposal prior to the Shareholder Meeting in order to seek additional time to obtain sufficient votes in
support of the Articles Extension and the Redemption Limitation Amendment or if the Board has determined it is otherwise necessary.
Q: | Why
is Global Partner proposing the Extension Amendment Proposal? |
A: | Global
Partner’s Memorandum and Articles of Association provides for the return of the Initial
Public Offering proceeds held in trust to the holders of Public Shares sold in the Initial
Public Offering if there is no qualifying business combination consummated on or before the
Termination Date. The purpose of the Extension Amendment Proposal is to allow Global Partner
additional time to complete a Business Combination. |
Without
the Articles Extension, Global Partner believes that Global Partner may not be able to complete the Business Combination on or before
the Termination Date. If that were to occur, Global Partner would be forced to liquidate.
Q: | Why
is Global Partner proposing the Redemption Limitation Amendment Proposal? |
A: | Global
Partner’s Memorandum and Articles of Association provide that that Global Partner may
not redeem Public Shares to the extent that such redemption would result in Global Partner
having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange
Act)) of less than $5,000,001. Without the Redemption Limitation Amendment, Global Partner
may not be able to implement the Articles Extension or complete the Business Combination
if following redemptions in connection with the Articles Extension or upon the consummation
of the Business Combination Global Partner has net tangible assets of less than $5,000,001
even if shareholders approve the Articles Extension or if all contractual conditions to closing
the Business Combination are met. |
Q: | Why is Global Partner proposing the Founder Conversion Amendment
Proposal? |
A: | If the Founder Conversion Amendment Proposal is not approved and there are significant requests for redemption, such redemptions may
prevent the Company from being able to consummate a Business Combination. Global Partner believes that the Founder Conversion Amendment
Proposal allows increased flexibility for the Sponsor to convert its shares in the best interest of the Company and may aid the Company
in retaining investors and meeting continued listing requirements necessary to continue to pursue a Business Combination. Additionally,
Global Partner believes this change is necessary to allow the conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant
to Section 17.2 of the Memorandum and Articles of Association. Global Partner’s Sponsor and initial shareholders have informed Global
Partner that, if the Founder Conversion Amendment Proposal is approved, they expect to convert up to 200,000 Class B Ordinary Shares into
Class A Ordinary Shares of Global Partner, in accordance with the terms of the Founder Conversion Amendment Proposal, prior to any redemption
in connection with the Extension Amendment Proposal. Notwithstanding the conversion, such holders will not be entitled to receive any
monies held in the Trust Account as a result of their ownership of any Class A Ordinary Shares. |
Q: | Why
is Global Partner proposing the Adjournment Proposal? |
A: | If
(i) either the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal,
or the Founder Conversion Amendment Proposal is not approved by Global Partner’s shareholders
or (ii) the Board has determined it is otherwise necessary, Global Partner may put the Adjournment
Proposal to a vote. If the Adjournment Proposal is not approved by Global Partner’s
shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date
or dates in the event that there are insufficient votes at the Shareholder Meeting to approve
the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Founder
Conversion Amendment Proposal. |
Q: | What
constitutes a quorum? |
A: | A
quorum of our shareholders is necessary to hold a valid meeting. The presence (which would
include presence at the virtual Shareholder Meeting), in person or by proxy, of shareholders
holding a majority of the Ordinary Shares entitled to vote at the Shareholder Meeting constitutes
a quorum at the Shareholder Meeting. Abstentions and broker non-votes will be considered
present for the purposes of establishing a quorum. The Sponsor of Global Partner owns 65.6%
of the issued and outstanding Ordinary Shares as of the record date, will count towards this
quorum. As a result, as of the record date, no additional Ordinary Shares held by public
shareholders would be required to be present at the Shareholder Meeting to achieve a quorum.
Because all of the proposals to be voted on at the Shareholder Meeting are “non-routine”
matters, banks, brokers and other nominees will not have authority to vote on any proposals
unless instructed, so Global Partner does not expect there to be any broker non-votes at
the Shareholder Meeting. |
Q: | What
vote is required to approve the proposals presented at the Shareholder Meeting? |
A: | The approval of each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Founder Conversion
Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority
of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by
proxy and entitled to vote thereon at the Shareholder Meeting. |
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority
of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by
proxy and entitled to vote thereon at the Shareholder Meeting.
Q: | How
will the Sponsor and Global Partner’s directors and officers vote? |
A: | The Sponsor intends to vote any Ordinary Shares over which they have voting control in favor of the Extension Amendment Proposal,
the Redemption Limitation Amendment Proposal, and the Founder Conversion Amendment Proposal and, if necessary, the Adjournment Proposal. |
The Sponsor is not entitled to redeem any Class B Ordinary
Shares held by them in connection with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Founder
Conversion Amendment Proposal. On the Record Date, the Sponsor beneficially owned and was entitled to vote 7,500,000 Class B Ordinary
Shares, representing 65.6% of Global Partner’s issued and outstanding Ordinary Shares.
Q: | Who
is Global Partner’s Sponsor? |
A: | Global
Partner’s sponsor is Global Partner Sponsor
II LLC, a Delaware limited liability company. The Sponsor currently owns 7,500,000 Class
B Ordinary Shares and 5,566,667 Private Placement Warrants. Chandra R. Patel, Richard C.
Davis, and Jarett Goldman are the managing members of the Sponsor. Each
manager has one vote in a Sponsor action and the approval of a majority is required to approve
an action of voting power over the Class B Ordinary Shares and Private Placement Warrants
held by the Sponsor. No individual managing member has voting or dispositive control over
any of the securities held by the Sponsor under the so-called “rule of three”.
The Sponsor may be viewed as “controlled” (as defined in 31 CFR 800.208) by one
or more citizens of an “excepted foreign state” (as defined in 31 CFR 800.218),
such that the Sponsor’s involvement in any Business Combination may be a “covered
transaction” (as defined in 31 CFR 800.213). A Business Combination may therefore become
subject to regulatory review, including a potential mandatory or voluntary review by CFIUS,
and that restrictions, limitations or conditions will be imposed by CFIUS. If our Business
Combination with a U.S. business is subject to CFIUS review, the scope of which was expanded
by FIRRMA, to include certain non-passive, non-controlling investments in sensitive U.S.
businesses and certain acquisitions of real estate even with no underlying U.S. business.
FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain
categories of investments to mandatory filings. If our potential Business Combination with
a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required
to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed
with a Business Combination without notifying CFIUS and risk CFIUS intervention, before or
after closing a Business Combination. CFIUS may decide to block or delay our Business Combination,
impose conditions to mitigate national security concerns with respect to such Business Combination
or order us to divest all or a portion of a U.S. business of the combined company without
first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from
pursuing certain initial business combination opportunities that we believe would otherwise
be beneficial to us and our shareholders. As a result, the pool of potential targets with
which we could complete a Business Combination may be limited and we may be adversely affected
in terms of competing with other special purpose acquisition companies which do not have
similar foreign ownership issues. A failure to notify CFIUS of a transaction where such notification
was required or otherwise warranted based on the national security considerations presented
by an investment target may expose the Sponsor and/or the combined company to legal penalties,
costs, and/or other adverse reputational and financial effects, thus potentially diminishing
the value of the combined company. In addition, CFIUS is actively pursuing transactions that
were not notified to it and may ask questions regarding, or impose restrictions or mitigation
on, a Business Combination post-closing. |
Moreover,
the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business
Combination. If we cannot complete a Business Combination by 14 July, 2024 because the transaction is still under review or because our
Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate,
our public shareholders may only receive $ per Public Share, and our warrants will expire worthless. This will also cause you to lose
the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation
in the combined company.
Q: | Why
should I vote “FOR” the Extension Amendment Proposal? |
A: | Global
Partner believes shareholders will benefit from Global Partner consummating a Business Combination
and is proposing the Extension Amendment Proposal to extend the date by which Global Partner
has to complete a Business Combination until the Articles Extension Date. Without the Articles
Extension, Global Partner believes that Global Partner may not be able to complete a Business
Combination on or before the Termination Date. If that were to occur, Global Partner would
be forced to liquidate. |
Q: | Why
should I vote “FOR” the Redemption Limitation Amendment Proposal?? |
A: | Global
Partner believes shareholders will benefit from Global Partner implementing the Articles
Extension and is proposing the Redemption Limitation Amendment Proposal to delete the Redemption
Limitation. If the Redemption Limitation Amendment Proposal is not approved and there are
significant requests for redemption (including as a result of the Redemption Limitation Amendment
Proposal) such that Global Partner’s net tangible assets would be less than $5,000,001
following the redemptions, we would be unable to implement the Articles Extension. |
| Q: | Why should I vote “FOR” the Founder Conversion Amendment Proposal? |
| A: | Global Partner believes shareholders will benefit from Global Partner consummating a Business Combination and is proposing the Founder
Conversion Amendment Proposal to allow increased flexibility for the Sponsor to convert its shares in the best interest of Global Partner
and may aid Global Partner in retaining investors and meeting continued listing requirements necessary to continue to pursue a Business
Combination. Additionally, Global Partner believes this change is necessary to allow the conversion of Class B Ordinary Shares into Class
A Ordinary Shares pursuant to Section 17.2 of the Memorandum and Articles of Association. Without the Founder Conversion Amendment Proposal,
Global Partner believes that it may be more difficult to complete a Business Combination. If that were to occur and Global Partner does
not complete a Business Combination by the Articles Extension Date, Global Partner would be precluded from completing a Business Combination
and would be forced to liquidate. |
Q: | Why
should I vote “FOR” the Adjournment Proposal? |
| A: | If the Adjournment Proposal is not approved by Global Partner’s shareholders, the Board may not be able to adjourn the Shareholder
Meeting to a later date or dates in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Redemption
Limitation Amendment Proposal, and the Founder Conversion Amendment Proposal. |
Q: | What
if I do not want to vote “FOR” the Extension Amendment Proposal, the Redemption
Limitation Amendment Proposal, the Founder Conversion Amendment Proposal or the Adjournment
Proposal? |
| A: | If you do not want the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Conversion Amendment
Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN”, not vote, or vote “AGAINST” such proposal. |
If you attend the Shareholder Meeting in person or by proxy,
you may vote “AGAINST” the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Conversion
Amendment Proposal or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes of determining whether the
Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Conversion Amendment Proposal or the Adjournment
Proposal (as the case may be) are approved.
However, if you fail to attend the Shareholder Meeting in
person or by proxy, or if you do attend the Shareholder Meeting in person or by proxy but you “ABSTAIN” or otherwise fail
to vote at the Shareholder Meeting, your Ordinary Shares will not be counted for the purposes of determining whether the Extension Amendment
Proposal, the Redemption Limitation Amendment Proposal, the Founder Conversion Amendment Proposal or the Adjournment Proposal (as the
case may be) are approved, and your Ordinary Shares which are not voted at the Shareholder Meeting will have no effect on the outcome
of such votes.
If the Extension Amendment Proposal, the Redemption Limitation
Amendment Proposal and the Founder Conversion Amendment Proposal are approved, or if the Extension Amendment Proposal is approved and
following redemptions in connection with the Articles Extension Global Partner’s net tangible assets are at least $5,000,001, then
the Adjournment Proposal will not be presented for a vote.
Q: | How
are the funds in the Trust Account currently being held? |
A: | With
respect to the regulation SPACs like Global Partner, on March 30, 2022, the SEC issued the
SPAC Proposed Rules relating to, among other items, the extent to which SPACs could become
subject to regulation under the Investment Company Act, including a proposed rule that would
provide SPACs a safe harbor from treatment as an investment company if they satisfy certain
conditions that limit a SPAC’s duration, asset composition, business purpose and activities. |
With
regard to the SEC’s investment company proposals included in the SPAC Proposed Rules, while the funds in the Trust Account have,
since Global Partner’s Initial Public Offering, been held only in U.S. government treasury bills with a maturity of 185 days or
less or in money market funds investing solely in U.S. Treasuries, to mitigate the risk of being viewed as operating an unregistered
investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940), in connection
with the First Extension Meeting, Global Partner instructed Continental, the trustee managing the Trust Account, to liquidate the U.S.
government treasury obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account
in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a business combination and the
liquidation of Global Partner. Interest on such deposit account is currently 4.5% per annum, but such deposit account carries a variable
rate and Global Partner cannot assure you that such rate will not decrease or increase significantly.
Q: | Will
we seek any further extensions to liquidate the Trust Account? |
A: | Other
than as described in this proxy statement, Global Partner does not currently anticipate seeking
any further extension to consummate a Business Combination but may do so in the future. |
Q: | What
happens if the Extension Amendment Proposal is not approved? |
A: | If
there are insufficient votes to approve the Extension Amendment Proposal, Global Partner
may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient
votes in support of the Articles Extension. |
If
the Extension Amendment Proposal is not approved at the Shareholder Meeting or at any adjournment thereof, and a business combination
is not completed on or before the Termination Date, then as contemplated by and in accordance with the Memorandum and Articles of Association,
Global Partner will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Global
Partner to pay its income taxes, if any (less up to $100,000 of interest to pay liquidation expenses), divided by the total number of
the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of Global Partner’s remaining shareholders and the Board, liquidate and dissolve, subject in each case
of clauses (ii) and (iii) to Global Partner’s obligations under Cayman Islands law to provide for claims of creditors and to requirements
of other applicable law. There will be no distribution from the Trust Account with respect to Global Partner’s warrants, which
will expire worthless in the event Global Partner dissolves and liquidates the Trust Account.
The
Sponsor and the other initial shareholders of Global Partner waived their rights to participate in any liquidation distribution with
respect to the 7,500,000 Class B Ordinary Shares held by them.
Q: | If
the Extension Amendment Proposal is approved, what happens next? |
A: | If
the Extension Amendment Proposal is approved, Global Partner will continue to attempt to
consummate the Business Combination until the Articles Extension Date. Global Partner will
procure that all filings required to be made with the Registrar of Companies of the Cayman
Islands in connection with the Extension Amendment Proposal are made and will continue its
efforts to obtain approval of the Business Combination at an extraordinary general meeting
and consummate the closing of the Business Combination on or before the Articles Extension
Date. |
If the Extension Amendment Proposal is approved and the Articles
Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust
Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage
interest of Global Partner held Global Partner’s initial shareholders and by the Sponsor. In addition, Global Partner’s Memorandum
and Articles of Association provide that Global Partner cannot redeem or repurchase Public Shares to the extent such redemption would
result in Global Partner’s failure to have at least $5,000,001 of net tangible assets. As a result, Global Partner will not proceed
with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved and (ii) the Founder Conversion Amendment
Proposal is approved, despite taking into account the Redemptions.
Q: | What
happens if the Redemption Limitation Amendment Proposal is not approved? |
A: | If
there are insufficient votes to approve the Redemption Limitation Amendment Proposal, Global
Partner may put the Adjournment Proposal to a vote in order to seek additional time to obtain
sufficient votes in support of the Redemption Limitation Amendment. |
If
the Redemption Limitation Amendment Proposal is not approved at the Shareholder Meeting or at any adjournment thereof and following Redemptions
in connection with the Articles Extension Global Partner doesn’t meet the Redemption Limitation, then the Articles Extension will
not be implemented and if a Business Combination is not completed on or before the Termination Date, then as contemplated by and in accordance
with the Memorandum and Articles of Association, Global Partner will (i) cease all operations except for the purpose of winding up; (ii)
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account (less taxes payable and up to $100,000 of interest to pay liquidation expenses), divided by the total number of the then-outstanding
Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of Global Partner’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii)
and (iii) to Global Partner’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject
to the requirements of other applicable law. There will be no distribution from the Trust Account with respect to Global Partner’s
warrants, which will expire worthless in the event Global Partner dissolves and liquidates the Trust Account.
Additionally,
in the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares
approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid
exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any,
several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities and (b) entering
into non-redemption agreements with certain of our significant shareholders. If the Redemption Limitation Amendment Proposal is not approved
and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt
to do so is not successful, then we will not proceed with the Articles Extension and we will not redeem any Public Shares. In such case,
Public Shares which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or
such public shareholder’s account and such public shareholder will retain the right to have their Public Shares redeemed for cash
if Global Partner has not completed an initial business combination by the Termination Date.
The
Sponsor and the other initial shareholders of Global Partner waived their rights to participate in any liquidation distribution with
respect to the 7,500,000 Class B Ordinary Shares held by them.
Q: | What happens if the Founder Conversion Amendment Proposal
is not approved? |
| A: | If the Founder Conversion Amendment Proposal is not approved and there are significant requests for redemption, such redemptions may
prevent Global Partner from being able to consummate a Business Combination. Global Partner believes that the Founder Conversion Amendment
Proposal allows increased flexibility for the Sponsor to convert its shares in the best interest of Global Partner and may aid Global
Partner in retaining investors and meeting continued listing requirements necessary to continue to pursue a Business Combination. |
Q: | If
I vote for or against the Extension Amendment Proposal, do I need to request that my shares
be redeemed? |
A: | Yes.
Whether you vote “for” or “against” the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal
or the Founder Conversion Amendment Proposal, or do not vote at all, you may elect to redeem your shares. However, you will need to submit
a redemption request for your shares if you choose to redeem. |
Q: | What
amount will holders receive upon consummation of a Business Combination or liquidation if
the Extension Amendment Proposal is approved? |
A: | If
the Extension Amendment Proposal is approved and the Articles Extension becomes effective,
the Lender shall not make any additional deposits into the Trust Account and no additional
non-interest bearing, unsecured promissory note shall be issued by Global Partner to the
Lender. If Global Partner completes the Business Combination, it will, at the option of the
Lender, repay the amounts loaned under existing promissory notes or convert a portion or
all of the amounts loaned under such promissory notes into warrants, which warrants will
be identical to the Private Placement Warrants. If Global Partner does not complete a business
combination by the applicable Termination Date, such promissory notes will be repaid only
from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise
forgiven. |
Q: | Am
I being asked to vote on a Business Combination at this Shareholder Meeting? |
A: | No.
You are not being asked to vote on the Business Combination at this time. If the Articles
Extension is implemented and you do not elect to redeem your Public Shares, provided that
you are a shareholder on the record date for the shareholder meeting to consider the Business
Combination, you will be entitled to vote on the Business Combination when it is submitted
to shareholders and will retain the right to redeem your Public Shares for cash in connection
with the Business Combination or liquidation. |
Q: | Will
how I vote affect my ability to exercise Redemption rights? |
A: | You
may exercise your Redemption rights whether or not you are a holder of Public Shares on the Record Date (so long as you are a holder
at the time of exercise), or whether you are a holder and vote your Public Shares on the Extension Amendment Proposal, the Redemption
Limitation Amendment Proposal or the Founder Conversion Amendment Proposal (for or against) or any other proposal described by this proxy
statement. As a result, the Articles Extension can be approved by shareholders who will redeem their Public Shares and no longer remain
shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a potentially less liquid
trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the Nasdaq Stock
Market LLC (“Nasdaq”). |
Q: | May
I change my vote after I have mailed my signed proxy card? |
A: | Yes.
Shareholders may send a later-dated, signed proxy card to Global Partner at 200 Park Avenue,
32nd Floor, New York, NY 10166 so that it is received by Global Partner prior to the vote
at the Shareholder Meeting (which is scheduled to take place on January , 2024) or attend
the Shareholder Meeting in person (which would include presence at the virtual Shareholder
Meeting) and vote. Shareholders also may revoke their proxy by sending a notice of revocation
to Global Partner’s Chief Executive Officer,
which must be received by Global Partner’s Chief
Executive Officer prior to the vote at the Shareholder Meeting. However, if your shares
are held in “street name” by your broker, bank or another nominee, you must contact
your broker, bank or other nominee to change your vote. |
A: | Votes
will be counted by the inspector of election appointed for the Shareholder Meeting, who will separately count “FOR” and “AGAINST”
votes, “ABSTAIN” and broker non-votes. The approval of each of the Extension Amendment Proposal, the Redemption Limitation
Amendment Proposal, and the Founder Conversion Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative
vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class,
who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Approval of the Adjournment
Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast
by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder
Meeting. |
Shareholders
who attend the Shareholder Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending their
duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such shareholders will be counted)
for the purposes of determining whether a quorum is present at the Shareholder Meeting. The presence, in person or by proxy or by duly
authorized representative, at the Shareholder Meeting of the holders of a majority of all issued and outstanding Ordinary Shares entitled
to vote at the Shareholder Meeting shall constitute a quorum for the Shareholder Meeting.
At the Shareholder Meeting, only those
votes which are actually cast, either “FOR” or “AGAINST,” the Extension Amendment Proposal, the Redemption Limitation
Amendment Proposal, the Founder Conversion Amendment Proposal or the Adjournment Proposal, will be counted for the purposes of determining
whether the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Conversion Amendment Proposal or
the Adjournment Proposal (as the case may be) are approved, and any Ordinary Shares which are not voted at the Shareholder Meeting will
have no effect on the outcome of such votes. Abstentions, while considered present for the purposes of establishing a quorum, will not
count as votes cast and will have no effect on the outcome of the vote on the Extension Amendment Proposal, the Redemption Limitation
Amendment Proposal, the Founder Conversion Amendment Proposal or the Adjournment Proposal.
Q: | If
my shares are held in “street name,” will my broker, bank or nominee automatically
vote my shares for me? |
A: | If
your shares are held in “street name” in a stock brokerage account or by a broker,
bank or other nominee, you must provide the record holder of your shares with instructions
on how to vote your shares. Please follow the voting instructions provided by your broker,
bank or other nominee. Please note that you may not vote shares held in “street name”
by returning a proxy card directly to Global Partner or by voting online at the Shareholder
Meeting unless you provide a “legal proxy,” which you must obtain from your broker,
bank or other nominee. |
Under
the applicable rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically
have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial
owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines
to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted
on at the Shareholder Meeting are “non-routine” matters and therefore, Global Partner does not expect there to be any broker
non-votes at the Shareholder Meeting.
If you are a Global Partner shareholder holding your shares in “street
name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee
will not vote your shares on the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Conversion Amendment
Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares at the Shareholder Meeting
only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance
with directions you provide.
Abstentions
will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes
cast at the Shareholder Meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands
law.
Q: | Does
the Board recommend voting “FOR” the approval of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal,
the Founder Conversion Amendment Proposal and the Adjournment Proposal? |
A: | Yes.
After careful consideration of the terms and conditions of each of the Extension Amendment Proposal, the Redemption Limitation Amendment
Proposal, the Founder Conversion Amendment Proposal and the Adjournment Proposal, the Board has determined that each of the Extension
Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Conversion Amendment Proposal and the Adjournment Proposal
is in the best interests of Global Partner and its shareholders. The Board recommends that Global Partner’s shareholders vote “FOR”
the Extension Amendment Proposal, “FOR” the Redemption Limitation Amendment Proposal, “FOR” The Founder Conversion
Amendment Proposal and “FOR” the Adjournment Proposal. |
Q: | What
interests do Global Partner’s directors and officers have in the approval of the Extension
Amendment Proposal? |
A: | Global
Partner’s directors and officers have interests in the Extension Amendment Proposal
that may be different from, or in addition to, your interests as a shareholder. These interests
include, among others, ownership, directly or indirectly through the Sponsor, of Class B
Ordinary Shares and Private Placement Warrants. See the section entitled “Proposal
No 1 - The Extension Amendment Proposal - Interests of the Sponsor and Global Partner’s
Directors and Officers” in this proxy statement. |
Q: | What
interests do Global Partner’s directors and officers have in the approval of the Redemption
Limitation Amendment Proposal? |
A: | Global
Partner’s directors and officers have interests in the Redemption Limitation Amendment
Proposal that may be different from, or in addition to, your interests as a shareholder.
These interests include, among others, ownership, directly or indirectly through the Sponsor,
of Class B Ordinary Shares and Private Placement Warrants. See the section entitled “Proposal
No 2—The Redemption Limitation Amendment Proposal—Interests of the Sponsor, Global
Partner’s Directors, and Officers” in this proxy statement. |
| Q: | What interests do Global Partner’s directors and officers have in the approval of the Founder Conversion Amendment Proposal
? |
A: | Global Partner’s directors and officers have interests
in the Founder Conversion Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests
include, among others, ownership, directly or indirectly through the Sponsor, of Class B Ordinary Shares and Private Placement Warrants.
See the section entitled “Proposal No. 3 - The Founder Conversion Amendment Proposal - Interests of the Sponsor and Global Partner’s
Directors and Officers” in this proxy statement. |
Q: | Do
I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal, the Redemption Limitation Amendment
Proposal or the Founder Conversion Amendment Proposal? |
A: | No.
There are no appraisal rights available to Global Partner’s shareholders in connection with the Extension Amendment Proposal, the
Redemption Limitation Amendment Proposal, or the Founder Conversion Amendment Proposal. There are no dissenters’ rights available
to Global Partner’s shareholders in connection with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal
or the Founder Conversion Amendment Proposal under Cayman Islands law. However, you may elect to have your shares redeemed in connection
with the adoption of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Founder Conversion Amendment
Proposal as described under “How do I exercise my redemption rights” below. |
Q: | If
I am a Public Warrant (as defined below) holder, can I exercise redemption rights with respect
to my Public Warrants? |
A: | No.
The holders of warrants issued in connection with the Initial Public Offering (with a whole
warrant representing the right to acquire one Class A Ordinary Share at an exercise price
of $11.50 per share) (the “Public Warrants”) have no redemption rights
with respect to such Public Warrants. |
Q: | What
do I need to do now? |
A: | You
are urged to read carefully and consider the information contained in this proxy statement and to consider how the Extension Amendment
Proposal, the Redemption Limitation Amendment Proposal, the Founder Conversion Amendment Proposal and the Adjournment Proposal will affect
you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and
on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form
provided by the broker, bank or nominee. |
Q: | How
do I exercise my redemption rights? |
A: | If
you are a holder of Class A Ordinary Shares and wish to exercise your right to redeem your
Class A Ordinary Shares, you must: |
| I. | (a)
hold Class A Ordinary Shares or (b) hold Class A Ordinary Shares through Units and elect
to separate your Units into the underlying Class A Ordinary Shares and Public Warrants prior
to exercising your redemption rights with respect to the Class A Ordinary Shares; and |
| II. | prior
to 5:00 p.m., Eastern Time, on January , 2024 (two business days prior to the initially scheduled
date of the Shareholder Meeting) (a) submit a written request to the Transfer Agent that
Global Partner redeem your Class A Ordinary Shares for cash and (b) tender or deliver your
Class A Ordinary Shares (and share certificates (if any) and other redemption forms) to the
Transfer Agent, physically or electronically through the Depository Trust Company (“DTC”). |
The
address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.
Holders
of Units must elect to separate the underlying Class A Ordinary Shares and Public Warrants prior to exercising redemption rights with
respect to the Class A Ordinary Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their
broker or bank that they elect to separate the Units into the underlying Class A Ordinary Shares and Public Warrants, or if a holder
holds Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.
In connection with the approval of the Extension Amendment Proposal,
the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal, any holder of Class A Ordinary Shares will
be entitled to request that their Class A Ordinary Shares be redeemed for a per share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account calculated as of two business days prior to the Shareholder Meeting, including interest earned on
the funds held in the Trust Account and not previously released to Global Partner to pay its taxes, divided by the number of then-outstanding
Class A Ordinary Shares. As of December , 2023, the most recent practicable date prior to the date of this proxy statement, this would
have amounted to approximately $ per Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims
of our creditors, if any, which could have priority over the claims of our public shareholders. Therefore, the per share distribution
from the Trust Account in such a situation may be less than originally anticipated due to such claims. We anticipate that the funds to
be distributed to public shareholders electing to redeem their Class A Ordinary Shares will be distributed promptly after the Shareholder
Meeting.
Any
request for redemption, once made by a holder of Class A Ordinary Shares, may be withdrawn at any time until the deadline for exercising
redemption requests and thereafter, with the consent of the Board. If you tender or deliver your shares (and share certificates (if any)
and other redemption forms) for redemption to the Transfer Agent and later decide prior to the Shareholder Meeting not to elect redemption,
you may request that Global Partner instruct the Transfer Agent to return the shares (physically or electronically). You may make such
request by contacting the Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor
such request only if made prior to the deadline for exercising redemption requests.
Any
corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the deadline for exercising
redemption requests and, thereafter, with the consent of the Board. No request for redemption will be honored unless the holder’s
shares (and share certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically)
to the Transfer Agent by 5:00 p.m., Eastern Time, on January , 2024 (two business days prior to the initially scheduled date of the Shareholder
Meeting).
If
a holder of Class A Ordinary Shares properly makes a request for redemption and the Class A Ordinary Shares (and share certificates (if
any) and other redemption forms) are tendered or delivered as described above, then, Global Partner will redeem Class A Ordinary Shares
for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the Shareholder Meeting.
If you are a holder of Class A Ordinary Shares and you exercise your redemption rights, it will not result in the loss of any Public
Warrants that you may hold.
Q: | What
are the U.S. federal income tax consequences of exercising my redemption rights? |
A: | The
U.S. federal income tax consequences of exercising your redemption rights will depend on
your particular facts and circumstances. Accordingly, you are urged to consult your tax advisor
to determine your tax consequences from the exercise of your redemption rights, including
the applicability and effect of U.S. federal, state, local and non-U.S. income and other
tax laws in light of your particular circumstances. For additional discussion of certain
material U.S. federal income tax considerations with respect to the exercise of these redemption
rights, see “Certain Material U.S. Federal Income Tax Considerations for Shareholders
Exercising Redemption Rights.” |
Q: | What
should I do if I receive more than one set of voting materials for the Shareholder Meeting? |
A: | You
may receive more than one set of voting materials for the Shareholder Meeting, including
multiple copies of this proxy statement and multiple proxy cards or voting instruction cards.
For example, if you hold your shares in more than one brokerage account, you will receive
a separate voting instruction card for each brokerage account in which you hold shares. If
you are a holder of record and your shares are registered in more than one name, you will
receive more than one proxy card. Please complete, sign, date and return each proxy card
and voting instruction card that you receive in order to cast your vote with respect to all
of your shares. |
Q: | Who
will solicit and pay the cost of soliciting proxies for the Shareholder Meeting? |
A: | Global
Partner will pay the cost of soliciting proxies for the Shareholder Meeting. Global Partner
has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation
of proxies for the Shareholder Meeting. Global Partner will also reimburse banks, brokers
and other custodians, nominees and fiduciaries representing beneficial owners of Class A
Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners
of Class A Ordinary Shares and in obtaining voting instructions from those owners. The directors,
officers and employees of Global Partner may also solicit proxies by telephone, by facsimile,
by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies. |
| Q: | Who
can help answer my questions? |
| A: | If
you have questions about the proposals or if you need additional copies of this proxy statement
or the enclosed proxy card you should contact: |
Morrow
Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: GPAC.info@investor.morrowsodali.com
You
also may obtain additional information about Global Partner from documents filed with the SEC by following the instructions in the section
titled “Where You Can Find More Information.” If you are a holder of Class A Ordinary Shares and you intend to seek
redemption of your shares, you will need to tender or deliver your Class A Ordinary Shares (and share certificates (if any) and other
redemption forms) (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time,
on January , 2024 (two business days prior to the initially scheduled date of the Shareholder Meeting). If you have questions regarding
the certification of your position tendering or delivery of your shares, please contact:
Continental
Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
EXTRAORDINARY
GENERAL MEETING OF GLOBAL PARTNER SHAREHOLDERS
This
proxy statement is being provided to Global Partner shareholders as part of a solicitation of proxies by the Board for use at the extraordinary
general meeting of Global Partner Shareholders to be held on January , 2024, and at any adjournment thereof. This proxy statement contains
important information regarding the Shareholder Meeting, the proposals on which you are being asked to vote and information you may find
useful in determining how to vote and voting procedures.
This
proxy statement is being first mailed on or about December , 2023, to all shareholders of record of Global Partner as of December , 2023,
the Record Date for the Shareholder Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record
Date are entitled to receive notice of, attend and vote at the Shareholder Meeting.
Date,
Time and Place of Shareholder Meeting
The
Shareholder Meeting will be held on January , 2024 at a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington
Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the
meeting may be postponed or adjourned.
Shareholders
may attend the Shareholder Meeting in person. However, we encourage you to attend the Shareholder Meeting virtually. If you wish to attend
the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting
by contacting Global Partner’s Chief Executive Officer at info@gpac2.com by a.m.,
Eastern Time, on January , 2024 (two business days prior to the initially scheduled meeting date).
You
can pre-register to attend the virtual Shareholder Meeting starting January , 2024 at a.m., Eastern Time (two business days prior to
the meeting date). Enter the URL address into your browser https://www.cstproxy.com/ , enter your control number, name and email address.
Once you pre-register you can vote or enter questions in the chat box. At the start of the Shareholder Meeting you will need to log in
again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.
Shareholders
who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan
to vote at the Shareholder Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not
vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent
for specific instructions on how to receive the control number. The Transfer Agent can be contacted at 917-262-2373, or via email at
proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.
If
you do not have access to the Internet, you can listen only to the meeting by dialing (or if you are located outside the United States
and Canada (standard rates apply)) and when prompted enter the pin number . Please note that you will not be able to vote or ask questions
at the Shareholder Meeting if you choose to participate telephonically.
The
Proposals at the Shareholder Meeting
At
the Shareholder Meeting, Global Partner shareholders will consider and vote on the following proposals:
| 1. | Proposal
No. 1 - Extension Amendment Proposal - To amend, by way of special resolution, Global
Partner’s Memorandum and Articles of Association to extend the Termination Date by
which Global Partner has to consummate a Business Combination from 14 January, 2024 to 14
July, 2024, for a total of an additional six months after the Original Termination Date,
unless the closing of the Business Combination shall have occurred prior thereto. |
| 2. | Proposal
No. 2 - Redemption Limitation Amendment Proposal - To amend, by way of special resolution,
Global Partner’s Memorandum and Articles of Association to eliminate from the Memorandum
and Articles of Association the limitation that Global Partner may not redeem Public Shares
to the extent that such redemption would result in Global Partner having net tangible assets
(as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001
in order to allow Global Partner to redeem Public Shares irrespective of whether such redemption
would exceed the Redemption Limitation. |
| 3. | Proposal No. 3 - Founder Conversion Amendment Proposal - To
amend, by way of special resolution, Global Partner’s Memorandum and Articles of Association, to provide that Class A Ordinary
Shares may be issued to the Sponsor by way of conversion of Class B Ordinary Shares into Class A Ordinary Shares despite the restriction
on issue of additional Class A Ordinary Shares (the “Founder Conversion Amendment Proposal”); and |
| 4. | Proposal No. 4 – Adjournment Proposal – To adjourn the Shareholder Meeting to a later date or dates, if necessary,
(i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there
are insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value $0.0001 per share in the
capital of Global Partner represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal,
the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal, or (ii) where the Board has determined it
is otherwise necessary. |
If
the Extension Amendment Proposal is approved and the Articles Extension becomes effective, the Lender shall not make any additional deposits
into the Trust Account and no additional non-interest bearing, unsecured promissory note shall be issued by Global Partner to the Lender.
If Global Partner completes the Business Combination, it will, at the option of the Lender, repay the amounts loaned under existing promissory
notes or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will be identical to
the Private Placement Warrants. If Global Partner does not complete the Business Combination by the applicable Termination Date, such
promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
Voting
Power; Record Date
As
a shareholder of Global Partner, you have a right to vote on certain matters affecting Global Partner. The proposals that will be presented
at the Shareholder Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement.
You will be entitled to vote or direct votes to be cast at the Shareholder Meeting if you owned Ordinary Shares at the close of business
on December , 2023, which is the Record Date for the Shareholder Meeting. You are entitled to one vote for each Ordinary Share that you
owned as of the close of business on the Record Date. if your shares are held in “street name” or are in a margin or similar
account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly
counted. On the Record Date, there were 11,431,719 issued and outstanding Ordinary Shares, of which 3,931,719 Class A Ordinary Shares
are held by Global Partner public shareholders and 7,500,000 Class B Ordinary Shares are held by the Sponsor.
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS
Quorum
The
presence (which would include presence at the virtual Shareholder Meeting), in person or by proxy, of shareholders holding a majority
of the Ordinary Shares at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting. Abstentions and broker non-votes will
be considered present for the purposes of establishing a quorum. The Sponsor and Global Partner’s other initial shareholders, which
own 65.6% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the
Record Date, in addition to the shares of the Sponsor and Global Partner’s other initial shareholders, no additional Ordinary Shares
held by public shareholders would be required to be present at the Shareholder Meeting to achieve a quorum.
Abstentions and Broker Non-Votes
Abstentions
and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will
not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of any of the proposals voted
upon at the Shareholder Meeting.
Under
the applicable Nasdaq rules, if a shareholder holds their shares in “street” name through a bank, broker or other nominee
and the shareholder does not instruct their broker, bank or other nominee how to vote their shares on a proposal, the broker, bank or
other nominee has the authority to vote the shares in its discretion on certain “routine” matters. However, banks, brokers
and other nominees are not authorized to exercise their voting discretion on any “non-routine” matters. This can result in
a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote
on one or more “routine” proposals to be voted on at a meeting of shareholders, (ii) there are one or more “non-routine”
proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions
from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting
instructions on a “non-routine” matter.
We
believe that all of the proposals to be voted on at the Shareholder Meeting will be considered non-routine matters. As a result, if you
hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on any of the proposals to be voted
on at the Shareholder Meeting without your instruction.
Because
all of the proposals to be voted on at the Shareholder Meeting are “non-routine” matters, banks, brokers and other nominees
will not have authority to vote on any proposals unless instructed, so Global Partner does not expect there to be any broker non-votes
at the Shareholder Meeting.
Vote
Required for Approval
The approval of each of the Extension Amendment
Proposal, the Redemption Limitation Amendment Proposal, and the Founder Conversion Amendment Proposal requires a special resolution under
Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued
Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote
thereon, at the Shareholder Meeting.
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority
of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by
proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
The
Sponsor and Global Partner’s other initial shareholders have informed us of their intent to vote all of its Ordinary Shares in
favor of the proposals being presented at the Shareholder Meeting. As of the date of this proxy statement, the Sponsor and Global Partner’s
other initial shareholders own 65.6% of the issued and outstanding Ordinary Shares.
The
following table reflects the number of additional Public Shares required to approve each proposal:
| |
| |
Number
of Additional Public Shares Required To Approve Proposal | |
Proposal | |
Approval
Standard | |
If
Only
Quorum is Present
and
All Present Shares Cast
Votes | | |
If
All Shares Are Present and All
Present
Shares Cast
Votes | |
Extension
Amendment Proposal | |
Special Resolution1 | |
| 0 | | |
| 121,146 | |
Redemption
Limitation Amendment Proposal | |
Special Resolution1 | |
| 0 | | |
| 121,146 | |
Founder Conversion Amendment Proposal | |
Special Resolution1 | |
| 0 | | |
| 121,146 | |
Adjournment
Proposal | |
Ordinary Resolution2 | |
| 0 | | |
| 0 | |
1 | Under
Cayman law, a special resolution requires the affirmative vote of at least a two-thirds (2/3)
majority of the votes cast by the holders of the issued Ordinary Shares who are present in
person or represented by proxy and entitled to vote thereon, and who vote thereon, at the
Shareholder Meeting. |
2 | Under
Cayman law, an ordinary resolution requires the affirmative vote of at least a majority of
the votes cast by the holders of the issued Ordinary Shares who are present in person or
represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder
Meeting. |
Voting
Your Shares
If
you were a holder of record of Ordinary Shares as of the close of business on December , 2023, the Record Date for the Shareholder Meeting,
you may vote with respect to the proposals in person or virtually at the Shareholder Meeting, or by completing, signing, dating and returning
the enclosed proxy card in the postage-paid envelope provided. Your proxy card shows the number of Ordinary Shares that you own. If your
shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes
related to the shares you beneficially own are properly counted.
There
are three ways to vote your Ordinary Shares at the Shareholder Meeting:
Voting
by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Shareholder Meeting in the manner you indicate. You are encouraged to sign and return
the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend the Shareholder
Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and
return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time,
on January , 2024.
Voting
in Person at the Meeting. If you attend the Shareholder Meeting and plan to vote in person, you will be provided with a ballot at
the Shareholder Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have
the right to vote in person at the Shareholder Meeting. If you hold your shares in “street name,” which means your shares
are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to
ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder
of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you
will need to bring to the Shareholder Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.
Voting
Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the Shareholder Meeting by visiting
https://www.cstproxy.com/ and entering the control number found on your proxy card, voting instruction form or notice included in the
proxy materials.
Revoking
Your Proxy
If
you give a proxy, you may revoke it at any time before the Shareholder Meeting or at the Shareholder Meeting by doing any one of the
following:
| ● | you
may send another proxy card with a later date; |
| ● | you
may notify Global Partner’s Chief Executive Officer in writing to Global Partner Acquisition
Corp II, 200 Park Avenue, 32nd Floor, New York, NY 10166, before the Shareholder
Meeting that you have revoked your proxy; or |
| ● | you
may attend the Shareholder Meeting, revoke your proxy, and vote in person, as indicated above. |
No Additional
Matters
The Shareholder Meeting has been called only to
consider and vote on the approval of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Conversion
Amendment Proposal and the Adjournment Proposal. Under the Memorandum and Articles of Association, other than procedural matters incident
to the conduct of the Shareholder Meeting, no other matters may be considered at the Shareholder Meeting if they are not included in this
proxy statement, which serves as the notice of the Shareholder Meeting.
Who
Can Answer Your Questions about Voting
If
you are a Global Partner shareholder and have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you
may call Morrow Sodali, our proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or
by emailing GPAC.info@investor.morrowsodali.com.
Redemption
Rights
Pursuant to the Memorandum and Articles of Association, holders of
Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain
from voting on, the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Founder Conversion Amendment Proposal.
In connection with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment
Proposal, any shareholder holding Class A Ordinary Shares may demand that Global Partner redeem such shares for a full pro rata portion
of the Trust Account (which, for illustrative purposes, was $ per share as of , 2023, the most recent practicable date prior to the date
of this proxy statement), calculated as of two business days prior to the Shareholder Meeting. If a holder properly seeks redemption as
described in this section, Global Partner will redeem these shares for a pro rata portion of funds deposited in the Trust Account and
the holder will no longer own these shares following the Shareholder Meeting. However, Global Partner will not proceed with the Articles
Extension unless (i) the Redemption Limitation Amendment Proposal is approved and (ii) the Founder Conversion Amendment Proposal is approved,
despite taking into account the Redemptions.
As
a holder of Class A Ordinary Shares, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:
| (i) | hold
Class A Ordinary Shares; |
| (ii) | submit
a written request to Continental, Global Partner’s transfer agent, in which you (i)
request that Global Partner redeem all or a portion of your Class A Ordinary Shares for cash,
and (ii) identify yourself as the beneficial holder of the Class A Ordinary Shares and provide
your legal name, phone number and address; and |
| (iii) | tender
or deliver your Class A Ordinary Shares (and share certificates (if any) and other redemption
forms) to Continental, Global Partner’s transfer agent, physically or electronically
through DTC. |
Holders
must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern
Time, on January , 2024 (two business days before the initially scheduled date of the Shareholder Meeting) (the “Redemption
Deadline”) in order for their shares to be redeemed.
The
redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal
name, phone number and address to Continental in order to validly redeem its shares.
If
you hold your shares in “street name,” you will have to coordinate with your broker to have your shares certificated or tendered/delivered
electronically. Shares of Global Partner that have not been tendered (either physically or electronically) in accordance with these procedures
will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares
or tendering/delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80, and
it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.
Any
request for redemption, once made by a holder of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless
the Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).
Any
corrected or changed written exercise of redemption rights must be received by Continental, Global Partner’s transfer agent, at
least two business days prior to the initially scheduled date of the Shareholder Meeting. No request for redemption will be honored unless
the holder’s Class A Ordinary Shares (and share certificates (if any) and other redemption forms) have been tendered or delivered
(either physically or electronically) to Continental, Global Partner’s transfer agent, prior to 5:00 p.m., Eastern Time, on January
, 2024 (two business days before the initially scheduled date of the Shareholder Meeting).
Notwithstanding
the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public
shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934
(the “Exchange Act”)), will be restricted from redeeming its Class A Ordinary Shares with respect to more than an
aggregate of 15% of the Class A Ordinary Shares sold in the Initial Public Offering, without our prior consent. Accordingly, if a public
shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding Class A Ordinary Shares, then
any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.
The
closing price of Class A Ordinary Shares on December , 2023, the most recent practicable date prior to the date of this proxy statement,
was $ per share. The cash held in the Trust Account on such date was approximately $ (including interest not previously released to Global
Partner to pay its taxes) ($ per Class A Ordinary Share). The Redemption price per share will be calculated based on the aggregate amount
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Global
Partner to pay its taxes, if any, two business days prior to the initially scheduled date of the Shareholder Meeting. Prior to exercising
redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may receive higher proceeds from the
sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher
than the redemption price. Global Partner cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares
in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient
liquidity in its securities when its shareholders wish to sell their shares.
If
a holder of Class A Ordinary Shares exercises his, her or its redemption rights, then he, she or it will be exchanging his, her or its
Class A Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you
properly demand redemption by tendering or delivering your shares (and share certificates (if any) and other redemption forms) (either
physically or electronically) to Global Partner’s transfer agent two business days prior to the initially scheduled date of the
Shareholder Meeting.
For
a discussion of certain material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption
rights, see “Certain Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.”
The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances.
Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights,
including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular
circumstances.
Appraisal
Rights and Dissenters’ Rights
There are no appraisal rights available to Global
Partner’s shareholders in connection with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the
Founder Conversion Amendment Proposal. There are no dissenters’ rights available to Global Partner’s shareholders in connection
with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Founder Conversion Amendment Proposal under
Cayman Islands law. However, holders of Public Shares may elect to have their shares redeemed in connection with the adoption of the Extension
Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal, as described under “Redemption
Rights” above.
Proxy
Solicitation Costs
Global
Partner is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone
or in person. Global Partner has engaged Morrow Sodali to assist in the solicitation of proxies for the Shareholder Meeting. Global Partner
and its directors, officers and employees may also solicit proxies in person. Global Partner will ask banks, brokers and other institutions,
nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority
to execute proxies and voting instructions.
Global
Partner will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution
of this proxy statement and the related proxy materials. Global Partner will pay Morrow Sodali a fee of $ , plus disbursements, reimburse
Morrow Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates against certain claims, liabilities,
losses, damages and expenses for its services as Global Partner’s proxy solicitor. Global Partner will reimburse brokerage firms
and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials
to Global Partner shareholders. Directors, officers and employees of Global Partner who solicit proxies will not be paid any additional
compensation for soliciting.
PROPOSAL
NO. 1 – THE EXTENSION AMENDMENT PROPOSAL
Overview
Global
Partner is proposing to amend its Memorandum and Articles of Association to extend the date by which Global Partner has to consummate
a business combination to the Articles Extension Date so as to give Global Partner additional time to complete the Business Combination.
Without
the Articles Extension, Global Partner believes that Global Partner may not be able to complete the Business Combination on or before
the Termination Date. If that were to occur, Global Partner would be forced to liquidate.
As
contemplated by the Memorandum and Articles of Association, the holders of Global Partner’s Public Shares may elect to redeem all
or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Articles Extension
is implemented.
On
December , 2023, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately
$ , based on the aggregate amount on deposit in the Trust Account of approximately $ as of December , 2023 (including interest not previously
released to Global Partner to pay its taxes), divided by the total number of then outstanding Public Shares. The Redemption price per
share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in
the Trust Account and not previously released to Global Partner to pay its taxes, if any, two business days prior to the initially scheduled
date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on Nasdaq on December , 2023 was $ . Accordingly, if
the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption
rights would result in a public shareholder receiving approximately $ more per share than if the shares were sold in the open market
(based on the per share redemption price as of December , 2023). Global Partner cannot assure shareholders that they will be able to
sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above,
as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Global Partner believes
that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional
period if Global Partner does not complete a Business Combination on or before the Termination Date.
Reasons
for the Extension Amendment Proposal
Global
Partner’s Memorandum and Articles of Association provides that Global Partner has until January 14, 2024 to complete a business
combination. Global Partner and its officers and directors agreed that they would not seek to amend Global Partner’s Memorandum
and Articles of Association to allow for a longer period of time to complete a Business Combination unless Global Partner provided holders
of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. The Board believes that it is
in the best interests of Global Partner shareholders that the Articles Extension be obtained so that Global Partner will have an additional
amount of time to consummate the Business Combination. Without the Articles Extension, Global Partner believes that Global Partner may
not be able to complete the Business Combination on or before January 14, 2024. If that were to occur, Global Partner would be forced
to liquidate.
The Extension Amendment Proposal is essential to
allowing Global Partner additional time to consummate a Business Combination. Approval of the Extension Amendment Proposal is a condition
to the implementation of the Articles Extension. Global Partner will not proceed with the Articles Extension unless (i) the Redemption
Limitation Amendment Proposal is approved and (ii) the Founder Conversion Amendment Proposal is approved, despite taking into account
the Redemptions. Global Partner will also not proceed with the Articles Extension if, on or before the Termination Date Global Partner
completes the Business Combination.
If
the Extension Amendment Proposal is approved and the Articles Extension becomes effective, the Lender shall not make any additional deposits
into the Trust Account and no additional non-interest bearing, unsecured promissory note shall be issued by Global Partner to the Lender.
If Global Partner completes the Business Combination, it will repay the amounts loaned under existing promissory notes. If Global Partner
does not complete a business combination by the applicable Termination Date, such promissory notes will be repaid only from funds held
outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
If the
Extension Amendment Proposal is Not Approved
If
the Extension Amendment Proposal is not approved, and the Business Combination is not completed on or before the Termination Date, then,
as contemplated by and in accordance with the Memorandum and Articles of Association, Global Partner will (i) cease all operations except
for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to Global Partner to pay its income taxes, if any (less up
to $100,000 of interest to pay liquidation expenses), divided by the total number of the then-outstanding Public Shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Global Partner’s remaining
shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to Global Partner’s obligations
under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution
from the Trust Account with respect to Global Partner’s warrants, which will expire worthless in the event Global Partner dissolves
and liquidates the Trust Account.
The
Sponsor and the other initial shareholders of Global Partner have waived their rights to participate in any liquidation distribution
with respect to the 7,500,000 Class B Ordinary Shares held by them.
If the
Extension Amendment Proposal is Approved
If
the Extension Amendment Proposal is approved, Global Partner shall procure that all filings required to be made with the Registrar of
Companies of the Cayman Islands in connection with the Extension Amendment Proposal to extend the time it has to complete a Business
Combination until the Articles Extension Date are made. Global Partner will then continue to attempt to consummate a Business Combination
until the Articles Extension Date. Global Partner will remain a reporting company under the Exchange Act and its Class A Ordinary Shares
and Public Warrants will remain publicly traded during this time.
In addition, Global Partner will not proceed with the Articles Extension
unless (i) the Redemption Limitation Amendment Proposal is approved and (ii) the Founder Conversion Amendment Proposal is approved, despite
taking into account the Redemptions.
Interests
of the Sponsor and Global Partner’s Directors and Officers
When
you consider the recommendation of the Board, Global Partner shareholders should be aware that aside from their interests as shareholders,
the Sponsor, certain members of the Board and officers of Global Partner have interests that are different from, or in addition to, those
of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to Global
Partner shareholders that they approve the Extension Amendment Proposal. Global Partner shareholders should take these interests into
account in deciding whether to approve the Extension Amendment Proposal:
| ● | the
fact that the Sponsor paid $8,350,000 for 5,566,667 Private Placement Warrants, each of which
is exercisable commencing on the later of 12 months from the closing of our Initial Public
Offering and 30 days following the closing of a Business Combination for one Class A Ordinary
Share at $11.50 per share; if the Extension Amendment Proposal is not approved and we do
not consummate the Business Combination by January 14, 2024, then the proceeds from the sale
of the Global Partner Private Placement Warrants will be part of the liquidating distribution
to the public shareholders and the warrants held by our Sponsor will be worthless; |
| ● | the
fact that the Sponsor (and certain of Global Partner’s officers and directors who are
members of the Sponsor), have invested in Global Partner an aggregate of $8,375,000, comprised
of the $25,000 purchase price for 7,500,000 Class B Ordinary Shares (following a share capitalization
on January 11, 2021) and the $8,350,000 purchase price for 5,566,667 Private Placement Warrants.
Assuming a trading price of $ per Class A Ordinary Share (based upon the closing price of
the Class A Ordinary Shares on Nasdaq on December , 2023), the 7,500,000 Class B Ordinary
Shares held by the Sponsor would have an implied aggregate market value of $ . Even if the
trading price of the shares of Class A Ordinary Shares were as low as $1.12 per share, the
aggregate market value of the Class B Ordinary Shares alone (without taking into account
the value of the Private Placement Warrants) would be approximately equal to the initial
investment in Global Partner by the Sponsor. As a result, if a Business Combination is completed,
the Sponsor is likely to be able to make a substantial profit on its investment in Global
Partner at a time when the Class A Ordinary Shares have lost significant value. On the other
hand, if the Extension Amendment Proposal is not approved and Global Partner liquidates without
completing a Business Combination before January 14, 2024, the Sponsor will lose its entire
investment in Global Partner; |
| ● | the
fact that the Sponsor has agreed not to redeem any Ordinary Shares held by it in connection
with a shareholder vote to approve a Business Combination or the Extension Amendment Proposal; |
| ● | the
fact that the Sponsor has agreed to waive its rights to liquidating distributions from the
Trust Account with respect to any Ordinary Shares (other than Public Shares) held by it if
the Extension Amendment Proposal is not approved and Global Partner fails to complete a Business
Combination by January 14, 2024; |
| ● | the
indemnification of Global Partner’s existing directors and officers and the liability
insurance maintained by Global Partner; |
| ● | the
fact that the Sponsor and Global Partner’s officers and directors will lose their entire
investment in Global Partner and will not be reimbursed for any loans extended, fees due
or out-of-pocket expenses if the Extension Amendment Proposal is not approved and a Business
Combination is not consummated by January 14, 2024. As of the date of this proxy statement
there are loans extended, fees due or outstanding out-of-pocket expenses amounting in the
aggregate to $ for which the Sponsor and Global Partner’s officers and directors are
awaiting reimbursement; and |
| ● | the
fact that if the Trust Account is liquidated, including in the event Global Partner is unable
to complete an initial business combination within the required time period, Sponsor has
agreed to indemnify Global Partner to ensure that the proceeds in the Trust Account are not
reduced below $10.00 per Global Partner public share, or such lesser per public share amount
as is in the Trust Account on the Termination Date, by the claims of prospective target businesses
with which Global Partner has entered into an acquisition agreement or claims of any third
party for services rendered or products sold to Global Partner, but only if such a vendor
or target business has not executed a waiver of any and all rights to seek access to the
Trust Account. |
Redemption
Rights
Pursuant to the Memorandum and Articles of Association, holders of
Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain
from voting on, the Extension Amendment Proposal. In connection with the Extension Amendment Proposal, any shareholder holding Class A
Ordinary Shares may demand that Global Partner redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative
purposes, was $ per share as of , 2023, the most recent practicable date prior to the date of this proxy statement), calculated as of
two business days prior to the Shareholder Meeting. If a holder properly seeks redemption as described in this section, Global Partner
will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares
following the Shareholder Meeting. However, Global Partner will not proceed with the Articles Extension unless (i) the Redemption Limitation
Amendment Proposal is approved and (ii) the Founder Conversion Amendment Proposal is approved, despite taking into account the Redemptions.
As
a holder of Class A Ordinary Shares, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:
| (i) | hold
Class A Ordinary Shares; |
| (ii) | submit
a written request to Continental, Global Partner’s transfer agent, in which you (i)
request that Global Partner redeem all or a portion of your Class A Ordinary Shares (and
share certificates (if any) and other redemption forms) for cash, and (ii) identify yourself
as the beneficial holder of the Class A Ordinary Shares and provide your legal name, phone
number and address; and |
| (iii) | deliver
your Class A Ordinary Shares to Continental, Global Partner’s transfer agent, physically
or electronically through DTC. |
Holders
must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern
Time, on January , 2024 (two business days before the initially scheduled date of the Shareholder Meeting) in order for their shares
to be redeemed.
The
redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal
name, phone number and address to Continental in order to validly redeem its shares.
If
you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered
electronically. Shares of Global Partner that have not been tendered (either physically or electronically) in accordance with these procedures
will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares
or tendering/delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80, and
it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.
Any
request for redemption, once made by a holder of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless
the Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).
Any
corrected or changed written exercise of redemption rights must be received by Continental, Global Partner’s transfer agent, at
least two business days prior to the initially scheduled date of the Shareholder Meeting. No request for redemption will be honored unless
the holder’s Class A Ordinary Shares (and share certificates (if any) and other redemption forms) have been tendered or delivered
(either physically or electronically) to Continental, Global Partner’s transfer agent, prior to 5:00 p.m., Eastern Time, on January
, 2024 (two business days before the initially scheduled date of the Shareholder Meeting).
Notwithstanding
the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public
shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted
from redeeming its Class A Ordinary Shares with respect to more than an aggregate of 15% of the Class A Ordinary Shares sold in the Initial
Public Offering, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to
redeem more than 15% of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed
for cash, without our prior consent.
The
closing price of Class A Ordinary Shares on December , 2023, the most recent practicable date prior to the date of this proxy statement,
was $ per share. The cash held in the Trust Account on such date was approximately $ (including interest not previously released to Global
Partner to pay its taxes) ($ per Class A Ordinary Share). The Redemption price per share will be calculated based on the aggregate amount
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Global
Partner to pay its taxes, if any, two business days prior to the Shareholder Meeting. Prior to exercising redemption rights, shareholders
should verify the market price of Class A Ordinary Shares as they may receive higher proceeds from the sale of their ordinary shares
in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price.
Global Partner cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if
the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities
when its shareholders wish to sell their shares.
If
a holder of Class A Ordinary Shares exercises his, her or its redemption rights, then he, she or it will be exchanging its Class A Ordinary
Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand
redemption by tendering/delivering your shares (and share certificates (if any) and other redemption forms) (either physically or electronically)
to Global Partner’s transfer agent two business days prior to the initially scheduled date of the Shareholder Meeting.
Vote
Required for Approval
The
approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at
least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present
in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Abstentions will be considered present for
the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting
and therefore will have no effect on the approval of the Extension Amendment Proposal.
As
of the date of this proxy statement, the Sponsor and Global Partner’s other initial shareholders have agreed to vote any Ordinary
Shares owned by them in favor of the Extension Amendment Proposal. As of the date hereof, the Sponsor and Global Partner’s other
initial shareholders own 65.6% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares but may do so at
any time. As a result, in addition to the Sponsor and Global Partner’s other initial shareholders have, approval of the Extension
Amendment Proposal will require the affirmative vote of at least 121,146 Ordinary Shares held by public shareholders (or approximately
3.1% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative
vote of no Ordinary Shares held by public shareholders if only such shares as are required to establish a quorum are represented at the
Shareholder Meeting and cast votes.
Resolution
The
full text of the resolution to be voted upon is as follows:
“RESOLVED,
as a special resolution:
| b) | Article
49.8 of Global Partner’s Amended and Restated Memorandum and Articles of Association
be deleted in its entirety and replaced with the following new Article 49.8: |
“In
the event that the Company does not consummate a Business Combination (i) by a date no later than 14 July 2024 and (ii) such later date
as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “Termination
Date”), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to Global Partner to pay its income taxes, if any (less up to $100,000 of interest to pay liquidation expenses), divided by the number
of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of Global Partner’s remaining shareholders and the Board, liquidate and dissolve, subject in
each case to Global Partner’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other
applicable law.
If the Company completes a Business Combination, it will,
at the option of the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”), repay
the amounts loaned under existing promissory notes or convert a portion or all of the amounts loaned under such promissory notes into
warrants, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO. If the Company
does not complete a Business Combination by the applicable Termination Date, such promissory notes will be repaid only from funds held
outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”
| b) | Article
49.9(a) of Global Partner’s Amended and Restated Memorandum and Articles of Association
be deleted in its entirety and replaced with the following new Article 49.9(a): |
“to
modify the substance or timing of the Company’s obligation to provide holders of Class A Shares the right to have their shares
redeemed in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company does not consummate
a Business Combination within forty-two months after the date of the IPO;”
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT GLOBAL PARTNER SHAREHOLDERS VOTE
“FOR” THE APPROVAL OF THE EXTENSION AMENDMENT PROPOSAL.
PROPOSAL
NO. 2 – THE REDEMPTION LIMITATION AMENDMENT PROPOSAL
Overview
Global
Partner is proposing to amend its Memorandum and Articles of Association to eliminate the requirement that Global Partner have at least
$5,000,001 in tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) following redemptions in
connection with this Shareholder Meeting or a Business Combination.
Without
the Redemption Limitation Amendment, Global Partner may not be able to implement the Articles Extension if following redemptions in connection
with the Articles Extension Global Partner would not have at least $5,000,001 in tangible net assets (as determined in accordance with
Rule 3a51-1(g)(1) under the Exchange Act). If that were to occur, Global Partner would be forced to liquidate on the Termination Date.
The
purpose of the Redemption Limitation requirements was to ensure that Global Partner would not be subject to the “penny stock”
rules of the SEC as long as it met the Redemption Limitation requirement, and therefore not be deemed a “blank check company”
as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). Global
Partner is proposing to amend its Memorandum and Articles of Association to remove the Redemption Limitation requirements. The NTA Rule
is one of several exclusions from the “penny stock” rules of the SEC and Global Partner believes that it can rely on another
exclusion, which relates to it being listed on The Nasdaq Stock Market LLC (“Nasdaq”). Therefore, the Company intends
to rely on the exclusion from the penny stock rules set forth in Rule 3a51-1(a)(2) as a result of its securities being listed on Nasdaq.
As
disclosed in our initial public offering prospectus, Global Partner is a blank check company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under
Rule 419 of the Securities Act the term “blank check company” means a company that (i) is a development stage company that
has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified
company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange
Act. Rule 3a51-1 sets forth that the term “penny stock” shall mean any equity security, unless it fits within certain enumerated
exclusions including the NTA Rule and the Exchange Rule. Historically SPACs have relied upon the NTA Rule to avoid being deemed a penny
stock issuer. The inclusion of the Redemption Limitation requirements in the Memorandum and Articles of Association was to ensure that
through the consummation of an initial Business Combination, Global Partner would not be considered a penny stock issuer and therefore
a blank check company if no other exemption from the rule was available.
The
Exchange Rule excludes from the definition of “penny stock” a security that is registered, or approved for registration upon
notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated
quotation system sponsored by a registered national securities association, that has established initial listing standards that meet
or exceed the criteria in the rule. The Company’s securities are listed on Nasdaq and have been since the consummation of its IPO.
The Company believes that Nasdaq has initial listing standards that meet the criteria identified in the Exchange Rule and that it can
therefore rely on this rule to avoid being treated as a penny stock. Therefore, the inclusion of the Redemption Limitation in the Memorandum
and Articles of Association is unnecessary.
Reasons
for the Redemption Limitation Amendment Proposal
Shareholders
are being asked to adopt the proposed Redemption Limitation Amendment Proposal which, in the judgment of the Board, may facilitate the
consummation of an initial Business Combination. The Memorandum and Articles of Association limit Global Partner’s ability to consummate
an initial Business Combination, or to redeem Ordinary Shares in connection with an initial Business Combination, if it would cause Global
Partner to have less than $5,000,001 in net tangible assets. The purpose of such limitation was initially to ensure that the Ordinary
Shares were not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act in the event that such Ordinary
Shares failed to be listed on an approved national securities exchange. If the Redemption Limitation Amendment Proposal is not approved
and there are significant requests for redemption in connection with the Articles Extension such that following such redemptions, Global
Partner’s net tangible assets would be less than $5,000,001, the Redemption Limitation in the Memorandum and Articles of Association
would prevent Global Partner from being able to implement the Articles Extension. If that were to occur, Global Partner would be forced
to liquidate on the Termination Date.
Additionally,
if the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption in connection with
consummation of the Business Combination, the Redemption Limitation in the Memorandum and Articles of Association would prevent Global
Partner from being able to consummate the Business Combination even if all other conditions to closing are met.
If the
Redemption Limitation Amendment Proposal is Not Approved
If
the Redemption Limitation Amendment Proposal is not approved, we will not redeem Public Shares to the extent that accepting all properly
submitted redemption requests would exceed the Redemption Limitation. In the event that the Redemption Limitation Amendment Proposal
is not approved and we receive notice of redemptions of Public Shares approaching or in excess of the Redemption Limitation, we and/or
the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our
and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure
waivers of certain of our significant liabilities and (b) entering into non-redemption agreements with certain of our significant shareholders.
If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take
action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Articles
Extension and we will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which
are not redeemed shall be returned to such public shareholder or such public shareholder’s account and such public shareholder
will retain the right to have their Public Shares redeemed for cash if Global Partner has not completed an initial business combination
by the Termination Date.
If the
Redemption Limitation Amendment Proposal is Approved
If the Redemption Limitation Amendment Proposal is approved (and the
Extension Amendment Proposal is also approved), Global Partner shall procure that all filings required to be made with the Registrar of
Companies of the Cayman Islands in connection with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and
the Founder Conversion Amendment Proposal are made and, assuming the Extension Amendment Proposal is approved, redeem Public Shares as
necessary, irrespective of whether such redemptions exceed the Redemption Limitation.
If
we redeem our Public Shares in an amount in excess of the current Redemption Limitation and our securities do not meet Nasdaq’s
continued listing requirements, Nasdaq may delist our securities from trading on its exchange. If Nasdaq delists any of our securities
from trading on its exchange and we are not able to list such securities on another approved national securities exchange, we expect
that such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse
consequences, including: (i) a limited availability of market quotations for our securities, (ii) reduced liquidity for our securities,
(iii) a determination that our public shares are “penny stocks” which will require brokers trading in our public shares to
adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly
result in a reduced level of trading activity in the secondary trading market for our securities, (iv) a decreased ability to issue additional
securities or obtain additional financing in the future, and (v) a less attractive acquisition vehicle to a target business in connection
with an initial Business Combination. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or
preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Public
Shares and Units qualify as covered securities under such statute. If we were no longer listed on Nasdaq, our securities would not qualify
as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.
Interests
of the Sponsor, Global Partner’s Directors, and Officers
When
you consider the recommendation of the Board, Global Partner shareholders should be aware that aside from their interests as shareholders,
the Sponsor, certain members of the Board, and officers of Global Partner have interests that are different from, or in addition to,
those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to
Global Partner shareholders that they approve the Redemption Limitation Amendment Proposal.
Please
see “Proposal No 1 — The Extension Amendment Proposal — Interests of the Sponsor, Global Partner’s Directors,
and Officers” above when you consider the recommendation of the Board. Global Partner shareholders should such interests into
account when deciding whether to approve the Redemption Limitation Amendment Proposal.
Redemption
Rights
Pursuant
to the Memorandum and Articles of Association, holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless
of whether they vote for or against, or whether they abstain from voting on, the Redemption Limitation Amendment Proposal. In connection
with the Redemption Limitation Amendment Proposal, any shareholder holding Class A Ordinary Shares may demand that Global Partner redeem
such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $ per share as of , 2023, the most
recent practicable date prior to the date of this proxy statement), calculated as of two business days prior to the Shareholder Meeting.
If a holder properly seeks redemption as described in this section, Global Partner will redeem these shares for a pro rata portion of
funds deposited in the Trust Account and the holder will no longer own these shares following the Shareholder Meeting.
As
a holder of Class A Ordinary Shares, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:
| (i) | hold
Class A Ordinary Shares; |
| (ii) | submit
a written request to Continental, Global Partner’s transfer agent, in which you (i)
request that Global Partner redeem all or a portion of your Class A Ordinary Shares for cash,
and (ii) identify yourself as the beneficial holder of the Class A Ordinary Shares and provide
your legal name, phone number and address; and |
| (iii) | deliver
your Class A Ordinary Share certificates (if any) and any other redemption forms to Continental,
Global Partner’s transfer agent, physically or electronically through DTC. |
Holders
must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern
Time, on , 2024 (two business days before the initially scheduled date of the Shareholder Meeting) in order for their shares to be redeemed.
The
redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal
name, phone number and address to Continental in order to validly redeem its shares.
If
you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered
electronically. Shares of Global Partner that have not been tendered (either physically or electronically) in accordance with these procedures
will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares
or delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80, and it would be
up to the broker whether or not to pass this cost on to the redeeming shareholder.
Any
request for redemption, once made by a holder of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless
the Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).
Any
corrected or changed written exercise of redemption rights must be received by Continental, Global Partner’s transfer agent, at
least two business days prior to the initially scheduled date of the Shareholder Meeting. No request for redemption will be honored unless
the holder’s Class A Ordinary Shares have been delivered (either physically or electronically) to Continental, Global Partner’s
transfer agent, prior to 5:00 p.m., Eastern Time, on , 2024 (two business days before the initially scheduled date of the Shareholder
Meeting).
Notwithstanding
the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public
shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted
from redeeming its Class A Ordinary Shares with respect to more than an aggregate of 15% of the Class A Ordinary Shares sold in the Initial
Public Offering, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to
redeem more than 15% of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed
for cash, without our prior consent.
The
closing price of Class A Ordinary Shares on , 2023, the most recent practicable date prior to the date of this proxy statement, was $
per share. The cash held in the Trust Account on such date was approximately $ (including interest not previously released to Global
Partner to pay its taxes) ($ per Class A Ordinary Share). The Redemption price per share will be calculated based on the aggregate amount
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes
paid or payable) two business days prior to the Shareholder Meeting. Prior to exercising redemption rights, shareholders should verify
the market price of Class A Ordinary Shares as they may receive higher proceeds from the sale of their ordinary shares in the public
market than from exercising their redemption rights if the market price per share is higher than the redemption price. Global Partner
cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price
per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders
wish to sell their shares.
If
a holder of Class A Ordinary Shares exercises his, her or its redemption rights, then he, she or it will be exchanging its Class A Ordinary
Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand
redemption by delivering your share certificate (either physically or electronically) to Global Partner’s transfer agent two business
days prior to the initially scheduled date of the Shareholder Meeting.
Vote
Required for Approval
The
approval of the Redemption Limitation Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative
vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class,
who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Abstentions will be considered
present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder
Meeting and therefore will have no effect on the approval of the Redemption Limitation Amendment Proposal.
As of the date of this proxy statement, the Sponsor
and Global Partner’s other initial shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Redemption
Limitation Amendment Proposal. As of the date hereof, the Sponsor and Global Partner’s other initial shareholders own 65.6% of the
issued and outstanding Ordinary Shares and have not purchased any Public Shares but may do so at any time. As a result, in addition to
the Sponsor and Global Partner’s other initial shareholders have, approval of the Redemption Limitation Amendment Proposal will
require the affirmative vote of at least 121,146 Ordinary Shares held by public shareholders (or approximately 3.1% of the Class A Ordinary
Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of no Ordinary Shares
held by public shareholders if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast
votes.
Resolution
The
full text of the resolution to be proposed is as follows:
“RESOLVED,
as a special resolution that:
| a) | Article 49.2(b) of Global Partner’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and
replaced with the following new Article 49.2(b): |
“provide Members with the opportunity to have their Shares
repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number
of then issued Public Shares.”
| b) | Article 49.4 of Global Partner’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and
replaced with the following new Article 49.4: |
“At a general meeting called for the
purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary
Resolution, the Company shall be authorised to consummate such Business Combination.”
| c) | Article 49.5 of Global Partner’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and
replaced with the following new Article 49.5: |
“Any Member holding Public Shares who is not the Sponsor,
a Founder, Officer or Director may, in connection with any vote on a Business Combination, elect to have their Public Shares redeemed
for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”),
provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership,
limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption
right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided
further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the
Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay
any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption
price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to
the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes, if any, divided by the number of then issued Public Shares (such redemption price being referred to herein
as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and
consummated.”
| d) | Article
49.9 of Global Partner’s Amended and Restated Memorandum and Articles of Association be amended by the deletion of the last sentence
stating: “The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.” |
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT GLOBAL PARTNER SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE REDEMPTION LIMITATION AMENDMENT
PROPOSAL.
PROPOSAL
NO. 3 – FOUNDER CONVERSION AMENDMENT PROPOSAL
Overview
The Founder Conversion Amendment Proposal asks
Global Partner shareholders to approve an amendment to the Memorandum and Articles of Association, by way of special resolution, to amend
the Memorandum and Articles of Association in order to allow the Sponsor and Global Partner’s initial shareholders to convert the
Class B Ordinary Shares into Class A Ordinary Shares prior to the closing of the Business Combination.
Reasons for the Founder Conversion Amendment Proposal
The Board believes the opportunity to consummate
a Business Combination is in the best interests of Global Partner and its shareholders.
Global Partner believes shareholders will benefit
from Global Partner consummating a Business Combination and is proposing the Founder Conversion Amendment Proposal to allow increased
flexibility for the Sponsor to convert its shares in the best interest of Global Partner and may aid Global Partner in retaining investors
and meeting continued listing requirements necessary to continue to pursue a Business Combination. Without the Founder Conversion Amendment
Proposal, Global Partner believes that it may be more difficult to complete a Business Combination. If that were to occur and Global Partner
does not complete a Business Combination by the Articles Extension Date, Global Partner would be precluded from completing a Business
Combination and would be forced to liquidate.
If the Founder Conversion Amendment Proposal is Not Approved
If the Founder Conversion Amendment Proposal is
not approved and there are significant requests for redemption, such redemptions may prevent the Company from being able to consummate
a Business Combination. Global Partner believes that the Founder Conversion Amendment Proposal allows increased flexibility for the Sponsor
to convert its shares in the best interest of Global Partner and may aid Global Partner in retaining investors and meeting continued listing
requirements necessary to continue to pursue a Business Combination.
If the Founder Conversion Amendment Proposal is Approved
If the Founder Conversion Amendment Proposal is
approved, our Memorandum and Articles of Association will be amended. Global Partner’s Sponsor and initial shareholders have informed
Global Partner that, if the Founder Conversion Amendment Proposal is approved, they expect to convert up to 200,000 Class B Ordinary Shares
into Class A Ordinary Shares pursuant to Section 17.2 of the Memorandum and Articles of Association, in accordance with the terms of the
Founder Conversion Amendment Proposal, prior to any redemption in connection with the Extension Amendment Proposal. Notwithstanding the
conversion, such holders will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class
A Ordinary Shares.
Interests of the Sponsor, Global Partner’s
Directors, and Officers
When you consider the recommendation of the Board,
Global Partner shareholders should be aware that aside from their interests as shareholders, the Sponsor, certain members of the Board,
and officers of Global Partner have interests that are different from, or in addition to, those of other shareholders generally. The Board
was aware of and considered these interests, among other matters, in recommending to Global Partner shareholders that they approve the
Founder Conversion Amendment Proposal.
Please see “Proposal No 1 — The
Extension Amendment Proposal — Interests of the Sponsor, Global Partner’s Directors, and Officers” above when you
consider the recommendation of the Board. Global Partner shareholders should such interests into account when deciding whether to approve
the Founder Conversion Amendment Proposal.
Redemption Rights
Pursuant to the Memorandum and Articles of Association,
holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether
they abstain from voting on, the Founder Conversion Amendment Proposal. In connection with the Founder Conversion Amendment Proposal,
any shareholder holding Class A Ordinary Shares may demand that Global Partner redeem such shares for a full pro rata portion of the Trust
Account (which, for illustrative purposes, was $ per share as of , 2023, the most recent practicable date prior to the date of this proxy
statement), calculated as of two business days prior to the Shareholder Meeting. If a holder properly seeks redemption as described in
this section, Global Partner will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will
no longer own these shares following the Shareholder Meeting.
As a holder of Class A Ordinary Shares, you will
be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:
| (i) | hold Class A Ordinary Shares; |
| (ii) | submit a written request to Continental, Global Partner’s
transfer agent, in which you (i) request that Global Partner redeem all or a portion of your Class A Ordinary Shares for cash, and (ii)
identify yourself as the beneficial holder of the Class A Ordinary Shares and provide your legal name, phone number and address; and |
| (iii) | deliver your Class A Ordinary Share certificates (if any)
and any other redemption forms to Continental, Global Partner’s transfer agent, physically or electronically through DTC. |
Holders must complete the procedures for electing
to redeem their Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on , 2024 (two business days before
the initially scheduled date of the Shareholder Meeting) in order for their shares to be redeemed.
The redemption rights include the requirement
that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental
in order to validly redeem its shares.
If you hold the shares in “street name,” you will have
to coordinate with your broker to have your shares certificated or delivered electronically. Shares of Global Partner that have not been
tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost
associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The
Transfer Agent will typically charge the tendering broker $80, and it would be up to the broker whether or not to pass this cost on to
the redeeming shareholder.
Any request for redemption, once made by a holder
of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion)
to permit such withdrawal of a redemption request (which it may do in whole or in part).
Any corrected or changed written exercise of redemption
rights must be received by Continental, Global Partner’s transfer agent, at least two business days prior to the initially scheduled
date of the Shareholder Meeting. No request for redemption will be honored unless the holder’s Class A Ordinary Shares have been
delivered (either physically or electronically) to Continental, Global Partner’s transfer agent, prior to 5:00 p.m., Eastern Time,
on , 2024 (two business days before the initially scheduled date of the Shareholder Meeting).
Notwithstanding the foregoing, a public shareholder,
together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as
a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Class A Ordinary Shares
with respect to more than an aggregate of 15% of the Class A Ordinary Shares sold in the Initial Public Offering, without our prior consent.
Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding Class
A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.
The closing price of Class A Ordinary Shares on
, 2023, the most recent practicable date prior to the date of this proxy statement, was $ per share. The cash held in the Trust Account
on such date was approximately $ (including interest not previously released to Global Partner to pay its taxes) ($ per Class A Ordinary
Share). The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable) two business days prior to the Shareholder
Meeting. Prior to exercising redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may receive
higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market
price per share is higher than the redemption price. Global Partner cannot assure its shareholders that they will be able to sell their
Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there
may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.
If a holder of Class A Ordinary Shares exercises
his, her or its redemption rights, then he, she or it will be exchanging its Class A Ordinary Shares for cash and will no longer own those
shares. You will be entitled to receive cash for these shares only if you properly demand redemption by delivering your share certificate
(either physically or electronically) to Global Partner’s transfer agent two business days prior to the initially scheduled date
of the Shareholder Meeting.
Vote Required for Approval
The approval of the Founder Conversion Amendment
Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of
the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy
and entitled to vote thereon at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum
but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on
the approval of the Founder Conversion Amendment Proposal.
As of the date of this proxy statement, the Sponsor
and Global Partner’s other initial shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Founder Conversion
Amendment Proposal. As of the date hereof, the Sponsor and Global Partner’s other initial shareholders own 65.6% of the issued and
outstanding Ordinary Shares and have not purchased any Public Shares but may do so at any time. As a result, in addition to the Sponsor
and Global Partner’s other initial shareholders have, approval of the Founder Conversion Amendment Proposal will require the affirmative
vote of at least 121,146 Ordinary Shares held by public shareholders (or approximately 3.1% of the Class A Ordinary Shares) if all Ordinary
Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of no Ordinary Shares held by public shareholders
if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.
Resolution
The full text of the resolution to be proposed
is as follows:
RESOLVED, as a special resolution
that:
Article 49.11 of Global Partner’s Amended and Restated
Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.11:
“Except in connection with the conversion of Class B
Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive funds from the Trust
Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional
Shares or any other securities that would entitle the holders thereof to:
| (a) | receive funds from the Trust Account; or |
| (b) | vote as a class with Public Shares on a Business Combination
or on any other proposal presented to shareholders prior to or in connection with the completion of an initial Business Combination or
(b) to approve an amendment to the Memorandum or the Articles to (x) extend the time the Company has to consummate a Business Combination
beyond forty-two months from the closing of the IPO or (y) amend the foregoing provisions.” |
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT GLOBAL PARTNER
SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE FOUNDER CONVERSION AMENDMENT PROPOSAL.
PROPOSAL NO. 4 – THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal asks shareholders to approve
the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies
if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Ordinary Shares represented (either in
person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal
and the Founder Conversion Amendment Proposal, or (ii) where the Board has determined it is otherwise necessary.
Consequences
if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by
Global Partner’s shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date in the event, based
on the tabulated votes, there are insufficient Ordinary Shares represented (either in person or by proxy) at the Shareholder Meeting to
approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Founder Conversion Amendment Proposal.
In such events, the Extension Amendment Proposal, the Redemption Limitation Amendment, and the Founder Conversion Amendment Proposal would
not be implemented.
Vote
Required for Approval
The
approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least
a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented
by proxy and entitled to vote thereon at the Shareholder Meeting. Abstentions, and broker non-votes will be considered present for the
purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and
therefore will have no effect on the approval of the Adjournment Proposal.
As
of the date of this proxy statement, the Sponsor and Global Partner’s other initial shareholders have agreed to vote any Ordinary
Shares owned by them in favor of the Extension Amendment Proposal. As of the date hereof, the Sponsor and Global Partner’s other
initial shareholders own 65.6% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares but may do so at
any time. As a result, in addition to the Sponsor and Global Partner’s other initial shareholders, no additional Ordinary Shares
held by public shareholders would be required to approve the Adjournment Proposal.
Resolution
The
full text of the resolution to be voted upon is as follows:
“RESOLVED, as an ordinary resolution,
that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of
proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par
value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, in the capital of Global Partner represented (either
in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal,
and the Founder Conversion Amendment Proposal or (ii) where the board of directors of Global Partner has determined it is otherwise necessary.”
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT GLOBAL PARTNER SHAREHOLDERS
VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
CERTAIN
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR SHAREHOLDERS
EXERCISING REDEMPTION RIGHTS
The following discussion is a summary of certain
material U.S. federal income tax considerations for Redeeming U.S. Holders and Redeeming Non-U.S. Holders (each as defined below) of Public
Shares that elect to have their Public Shares redeemed for cash if the Extension Amendment Proposal, the Redemption Limitation Amendment
Proposal or the Founder Conversion Amendment Proposal is approved. This section applies only to investors that hold Public Shares as capital
assets for U.S. federal income tax purposes (generally, property held for investment). This discussion does not address all aspects of
U.S. federal income taxation that may be relevant to a particular shareholder in light of its particular circumstances or status, including:
| ● | financial
institutions or financial services entities; |
| ● | taxpayers
that are subject to the mark-to-market accounting rules; |
| ● | governments
or agencies or instrumentalities thereof; |
| ● | tax-qualified
retirement plans; |
| ● | regulated
investment companies or real estate investment trusts; |
| ● | expatriates
or former long-term residents or citizens of the United States; |
| ● | persons
that directly, indirectly, or constructively own five percent or more of our voting shares
or five percent or more of the total value of all classes of our shares; |
| ● | persons
that acquired our securities pursuant to an exercise of employee share options, in connection
with employee share incentive plans or otherwise as compensation; |
| ● | persons
that hold our securities as part of a straddle, constructive sale, hedging, conversion, synthetic
security or other integrated or similar transaction; |
| ● | persons
subject to the alternative minimum tax; |
| ● | persons
whose functional currency is not the U.S. dollar; |
| ● | controlled
foreign corporations; |
| ● | corporations
that accumulate earnings to avoid U.S. federal income tax; |
| ● | “qualified
foreign pension funds” (within the meaning of Section 897(l)(2) of the Code) and entities
whose interests are held by qualified foreign pension funds; |
| ● | accrual
method taxpayers that file applicable financial statements as described in Section 451(b)
of the Code; |
| ● | foreign
corporations with respect to which there are one or more United States shareholders within
the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii); |
| ● | passive
foreign investment companies or their shareholders; or |
| ● | Redeeming
Non-U.S. Holders (as defined below, and except as otherwise discussed below). |
This
discussion is based on current U.S. federal income tax laws as in effect on the date hereof, which is subject to change, possibly on
a retroactive basis, which may affect the U.S. federal income tax consequences described herein. Furthermore, this discussion does not
address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare net investment income tax laws, or state, local
or non-U.S. laws. Global Partner has not sought, and Global Partner does not intend to seek, a ruling from the U.S. Internal Revenue
Service (“IRS”) as to any U.S. federal income tax considerations described herein. The IRS may disagree with the discussion
herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative
rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.
This
discussion does not consider the U.S. federal income tax treatment of entities or arrangements treated as partnerships or other pass-through
entities (including branches) for U.S. federal income tax purposes (any such entity or arrangement, a “Flow-Through Entity”)
or investors that hold our securities through Flow-Through Entities. If a Flow-Through Entity is the beneficial owner of our securities,
the U.S. federal income tax treatment of an investor holding our securities through a Flow-Through Entity generally will depend on the
status of such investor and the activities of such investor and such Flow-Through Entity.
If
you hold our securities through a Flow-Through Entity, we urge you to consult your tax advisor.
THE
FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES
TO SUCH HOLDER OF EXERCISING REDEMPTION RIGHTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.
For
purposes of this discussion, because any unit consisting of one Class A Ordinary Share and one sixth of one warrant (with a whole warrant
representing the right to acquire one Class A Ordinary Share) is separable at the option of the holder, Global Partner is treating any
Class A Ordinary Share and one sixth of one warrant to acquire one Class A Ordinary Share held by a holder in the form of a single unit
as separate instruments and is assuming that the unit itself will not be treated as an integrated instrument. Accordingly, the cancellation
or separation of the units in connection with the exercise of redemption rights generally should not be a taxable event for U.S. federal
income tax purposes. This position is not free from doubt, and no assurance can be given that the IRS would not assert, or that a court
would not sustain, a contrary position.
Certain
U.S. Federal Income Tax Considerations to U.S. Shareholders
This
section is addressed to Redeeming U.S. Holders (as defined below) of Global Partner’s Public Shares that elect to have their Public
Shares redeemed for cash as described in the section entitled “Proposal No. 1: The Extension Amendment Proposal — Redemption
Rights” and “Proposal No. 2 — The Redemption Limitation Amendment Proposal — Redemption Rights.” For
purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems its shares and is, for U.S.
federal income tax purposes:
| ● | an
individual citizen or resident of the United States; |
| ● | a
corporation (or other entity that is treated as a corporation for U.S. federal income tax
purposes) that is created or organized (or treated as created or organized) in or under the
laws of the United States or any state thereof or the District of Columbia; |
| ● | an
estate the income of which is subject to U.S. federal income taxation regardless of its source;
or |
| ● | any
trust if (1) a U.S. court is able to exercise primary supervision over the administration
of such trust and one or more United States persons (within the meaning of the Code) have
the authority to control all substantial decisions of the trust or (2) it has a valid election
in place to be treated as a United States person. |
Tax
Treatment of the Redemption - In General
Subject
to the passive foreign investment company (“PFIC”) rules discussed below under the heading “- Passive Foreign
Investment Company Rules,” the U.S. federal income tax consequences to a Redeeming U.S. Holder of Public Shares that exercises
its redemption rights to receive cash in exchange for all or a portion of its Public Shares will depend on whether the redemption qualifies
as a sale of the Public Shares redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code.
If the redemption qualifies as a sale of such Redeeming U.S. Holder’s shares, such Redeeming U.S. Holder will generally be required
to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the
shares redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date
of the redemption. Any such capital gain or loss generally will be long-term capital gain or loss if the Redeeming U.S. Holder’s
holding period for such shares exceeds one year at the time of the redemption. A Redeeming U.S. Holder’s tax basis in such Redeeming
U.S. Holder’s shares generally will equal the cost of such shares.
The
redemption generally will qualify as a sale of such shares if the redemption either (i) is “substantially disproportionate”
with respect to the Redeeming U.S. Holder, (ii) results in a “complete redemption” of such Redeeming U.S. Holder’s
interest in Global Partner or (iii) is “not essentially equivalent to a dividend” with respect to such Redeeming U.S. Holder.
These tests are explained more fully below.
For
purposes of such tests, a Redeeming U.S. Holder takes into account not only shares directly owned by such Redeeming U.S. Holder, but
also shares that are constructively owned by such Redeeming U.S. Holder. A Redeeming U.S. Holder may constructively own, in addition
to Public Shares owned directly, Public Shares owned by certain related individuals and entities in which such Redeeming U.S. Holder
has an interest or that have an interest in such Redeeming U.S. Holder, as well as any shares such Redeeming U.S. Holder has a right
to acquire by exercise of an option, which would generally include shares which could be acquired pursuant to the exercise of the Public
Warrants.
The
redemption generally will be “substantially disproportionate” with respect to a Redeeming U.S. Holder if the percentage of
Global Partner’s outstanding voting shares that such Redeeming U.S. Holder directly or constructively owns immediately after the
redemption is less than 80 percent of the percentage of Global Partner’s outstanding voting shares that such Redeeming U.S. Holder
directly or constructively owned immediately before the redemption, and such Redeeming U.S. Holder immediately after the redemption actually
and constructively owns less than 50 percent of the total combined voting power of Global Partner. There will be a complete redemption
of such Redeeming U.S. Holder’s interest if either (i) all of the shares directly or constructively owned by such Redeeming U.S.
Holder are redeemed or (ii) all of the shares directly owned by such Redeeming U.S. Holder are redeemed and such Redeeming U.S. Holder
is eligible to waive, and effectively waives in accordance with specific rules, the attribution of the shares owned by certain family
members and such Redeeming U.S. Holder does not constructively own any other shares. The redemption will not be essentially equivalent
to a dividend if it results in a “meaningful reduction” of such Redeeming U.S. Holder’s proportionate interest in Global
Partner. Whether the redemption will result in a “meaningful reduction” in such Redeeming U.S. Holder’s proportionate
interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even
a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation that exercises no control
over corporate affairs may constitute such a “meaningful reduction.”
If
none of the above tests is satisfied, the redemption will be treated as a distribution with respect to the shares under Section 302 of
the Code, in which case the Redeeming U.S. Holder will be treated as receiving a corporate distribution. Such distribution generally
will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits,
as determined under U.S. federal income tax principles. Such dividends will be taxable to a corporate U.S. Holder at regular rates and
will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received
from other domestic corporations. Assuming Global Partner is a PFIC (as discussed below under “-Passive Foreign Investment Company
Rules”) such dividends will be taxable to an individual Redeeming U.S. Holder at regular rates and will not be eligible for
the reduced rates of taxation on certain dividends received from a “qualified foreign corporation.” Distributions in excess
of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not
below zero) the Redeeming U.S. Holder’s adjusted tax basis in such Redeeming U.S. Holder’s Public Shares. Any remaining excess
will be treated as gain realized on the sale or other disposition of such Redeeming U.S. Holder’s Public Shares. After the application
of those rules, any remaining tax basis of the Redeeming U.S. Holder in the redeemed Public Shares will be added to the Redeeming U.S.
Holder’s adjusted tax basis in its remaining Public Shares, or, if it has none, to the Redeeming U.S. Holder’s adjusted tax
basis in its Public Warrants or possibly in other shares constructively owned by it.
ALL
REDEEMING U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION
OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.
Passive
Foreign Investment Company Rules
A
foreign (i.e., non-U.S.) corporation will be a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income
in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25%
of the shares by value, is passive income, or (ii) at least 50% of its assets in a taxable year (ordinarily, but subject to exceptions,
determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation
in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive
income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of
a trade or business) and gains from the disposition of assets giving rise to passive income.
Because
Global Partner is a blank check company with no current active business, based upon the composition of its income and assets, and upon
a review of its financial statements, Global Partner believes that it likely was a PFIC for its most recent taxable year ended on December
31, 2022, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general
the PFIC rules would continue to apply to any U.S. holder who held our securities at any time we were considered a PFIC).
If
we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder
of our shares, rights or warrants and, in the case of our shares, the Redeeming U.S. Holder did not make either a timely QEF election
for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark to
market” election, in each case as described below, such holder generally will be subject to special rules with respect to:
| ● | any
gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares,
rights or warrant (which would include the redemption, if such redemption is treated as a
sale under the rules discussed under the heading “- Tax Treatment of the Redemption
- In General,” above); and |
| ● | any
“excess distribution” made to the Redeeming U.S. Holder (generally, any distributions
to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are
greater than 125% of the average annual distributions received by such Redeeming U.S. Holder
in respect of the shares during the three preceding taxable years of such Redeeming U.S.
Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the shares),
which may include the redemption to the extent such redemption is treated as a distribution
under the rules discussed under the heading “- Tax Treatment of the Redemption - In
General,” above. |
Under
these special rules,
| ● | the
Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over
the Redeeming U.S. Holder’s holding period for the shares or warrants; |
| ● | the
amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming
U.S. Holder recognized the gain or received the excess distribution, or to the period in
the Redeeming U.S. Holder’s holding period before the first day of our first taxable
year in which we are a PFIC, will be taxed as ordinary income; |
| ● | the
amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder
and included in its holding period will be taxed at the highest tax rate in effect for that
year and applicable to the Redeeming U.S. Holder; and |
| ● | an
additional tax equal to the interest charge generally applicable to underpayments of tax
will be imposed on the Redeeming U.S. Holder in respect of the tax attributable to each such
other taxable year described in the immediately preceding clause of the Redeeming U.S. Holder. |
In
general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to
our shares (but not our warrants) by making a timely QEF election (if eligible to do so) for the taxable year that is the first year
in the Redeeming U.S. Holder’s holding period of our shares during which we are treated as a PFIC or, if in a later year, the Redeeming
U.S. Holder made a QEF election along with a purging election. A QEF election is an election to include in income its pro rata share
of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each
case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general,
a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return
for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes
on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge. The purging
election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject
to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging
election, the Redeeming U.S. Holder will have a new basis and holding period in the shares for purposes of the PFIC rules.
A
Redeeming U.S. Holder may not make a QEF election with respect to its warrants to acquire our shares. As a result, if a Redeeming U.S.
Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants), any gain recognized generally will be
subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC
at any time during the period the Redeeming U.S. Holder held the warrants. If a Redeeming U.S. Holder that exercises such warrants properly
makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the
QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into
account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares
(which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder
held the warrants), unless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares
at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules
treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will
have a new basis and holding period in the shares acquired upon the exercise of the warrants for purposes of the PFIC rules.
The
QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A QEF election
may not be made with respect to our warrants. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form
8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided
in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates.
Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions
are met or with the consent of the IRS. Redeeming U.S. Holders are urged to consult their tax advisors regarding the availability and
tax consequences of a retroactive QEF election under their particular circumstances.
A
Redeeming U.S. Holder’s ability to make a QEF Election with respect to Global Partner is contingent upon, among other things, the
provision by Global Partner of a “PFIC Annual Information Statement” to such Redeeming U.S. Holder. Upon written request,
we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC Annual Information Statement,
in order to enable the Redeeming U.S. Holder to make and maintain a QEF Election. There is no assurance, however, that we would timely
provide such required information.
If
a Redeeming U.S. Holder has made a QEF election with respect to our shares, and the special tax and interest charge rules do not apply
to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is
deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on
the sale of our shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming
U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case,
a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend
to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are
included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments
apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as
owning shares in a QEF.
A
determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder who held
shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming U.S.
Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is
deemed to hold) our shares and receives the requisite PFIC annual information statement, however, will not be subject to the PFIC tax
and interest charge rules discussed above in respect to such shares. In addition, such Redeeming U.S. Holder will not be subject to the
QEF inclusion regime with respect to such shares for any taxable year of us that ends within or with a taxable year of the Redeeming
U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in
which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the PFIC rules discussed above will continue
to apply to such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect
to the gain inherent in such shares attributable to the pre-QEF election period.
The
impact of the PFIC rules on a Redeeming U.S. Holder may also depend on whether the Redeeming U.S. Holder has made an election under Section
1296 of the Code. Redeeming U.S. Holders that hold (directly or constructively) stock of a foreign corporation that is classified as
a PFIC may annually elect to mark such stock to its market value if such stock is regularly traded on an established exchange (a “mark-to-market
election”). No assurance can be given that the Public Shares are considered to be regularly traded for purposes of the mark-to-market
election or whether the other requirements of this election are satisfied. If such an election is available and has been made, such Redeeming
U.S. Holders will generally not be subject to the special PFIC taxation rules discussed above. Instead, in general, the Redeeming U.S.
Holder will include as ordinary income each year the excess, if any, of the fair market value of its shares at the end of its taxable
year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the
excess, if any, of the adjusted basis of its shares over the fair market value of its shares at the end of its taxable year (but only
to the extent of the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s
basis in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable
disposition of the shares will be treated as ordinary income. However, if the mark-to-market election is made by a Redeeming U.S. Holder
after the beginning of the holding period for the PFIC stock, then the special PFIC taxation rules described above will apply to certain
dispositions of, distributions on and other amounts taxable with respect to the Public Shares. A mark-to-market election is not available
with respect to Public Warrants.
A
Redeeming U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have
to file an IRS Form 8621 (whether or not a QEF or market-to-market election is made) and such other information as may be required by
the U.S. Treasury Department.
The
application of the PFIC rules is extremely complex. Shareholders who are considering participating in the redemption and/or selling,
transferring or otherwise disposing of their shares or warrants are urged to consult with their tax advisors concerning the application
of the PFIC rules (including whether a QEF election, a mark-to-market election, or any other election is available and the consequences
to them of any such election) in their particular circumstances.
U.S.
Federal Income Tax Considerations to Non-U.S. Shareholders
This
section is addressed to Redeeming Non-U.S. Holders (as defined below) of Global Partner’s Public Shares that elect to have their
shares redeemed for cash as described in the section entitled “Proposal No. 1: The Extension Amendment Proposal-Redemption Rights”
and “Proposal No. 2-The Redemption Limitation Amendment Proposal-Redemption Rights.” For purposes of this discussion,
a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a Flow-Through Entity) of our Public Shares that so redeems
its Public Shares and is not a Redeeming U.S. Holder.
Except
as otherwise discussed in this section, a Redeeming Non-U.S. Holder who elects to have its shares redeemed will generally be treated
in the same manner as a U.S. shareholder for U.S. federal income tax purposes. See the discussion above under “Certain U.S.
Federal Income Tax Considerations to U.S. Shareholders.” However, notwithstanding such characterization, any Redeeming Non-U.S.
Holder generally will not be subject to U.S. federal income tax on any gain recognized or dividends received as a result of the redemption
unless the gain or dividends is effectively connected with such non-U.S. Holder’s conduct of a trade or business within the United
States (and if an income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S.
shareholder).
Non-U.S.
holders of shares considering exercising their redemption rights are urged to consult their tax advisors as to whether the redemption
of their shares will be treated as a sale or as a distribution under the Code, and whether they will be subject to U.S. federal income
tax on any gain recognized or dividends received as a result of the redemption based upon their particular circumstances.
Under
the Foreign Account Tax Compliance Act (“FATCA”) and U.S. Treasury regulations and administrative guidance thereunder,
a 30% United States federal withholding tax may apply to certain income paid to (i) a “foreign financial institution” (as
specifically defined in FATCA), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign
financial institution agrees to verify, report and disclose its United States “account” holders (as specifically defined
in FATCA) and meets certain other specified requirements or (ii) a non-financial foreign entity, whether such non-financial foreign entity
is the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does
not have any substantial United States owners or provides the name, address and taxpayer identification number of each such substantial
United States owner and certain other specified requirements are met. Under certain circumstances, a Redeeming Non-U.S. Holder might
be eligible for refunds or credits of such taxes. In certain cases, the relevant foreign financial institution or non-financial foreign
entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. If the country in which a Redeeming Non-
U.S. Holder is resident has entered into an “intergovernmental agreement” with the United States regarding FATCA, the Redeeming
Non-U.S. Holder may be permitted to report to that country instead of the United States, and the intergovernmental agreement may otherwise
modify the requirements described in this paragraph. While withholding under FATCA generally would apply to payments of gross proceeds
from the sale or other disposition of securities, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds
entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Redeeming
Non-U.S. Holders are urged to consult their tax advisors regarding the possible implications of FATCA and whether it may be relevant
to their disposition of their shares or warrants.
Backup
Withholding
In
general, proceeds received from the exercise of redemption rights will be subject to backup withholding for a non-corporate Redeeming
U.S. Holder that:
| ● | fails
to provide an accurate taxpayer identification number; |
| ● | is
notified by the IRS regarding a failure to report all interest or dividends required to be
shown on his or her federal income tax returns; or |
| ● | in
certain circumstances, fails to comply with applicable certification requirements. |
A
Redeeming Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification
of its non-U.S. status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Any
amount withheld under these rules will be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S.
federal income tax liability or refundable to the extent that it exceeds this liability, provided that the required information is timely
furnished to the IRS and other applicable requirements are met.
As previously noted above, the foregoing discussion
of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be,
and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with your tax adviser to determine
the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other
tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment Proposal, the Redemption Limitation
Amendment Proposal or the Founder Conversion Amendment Proposal and any redemption of your Public Shares.
BUSINESS
OF GLOBAL PARTNER AND CERTAIN INFORMATION ABOUT GLOBAL PARTNER
References
in this section to “we,” “our,” or “us” refer to Global Partner Acquisition Corp II.
General
We
are a blank check company incorporated as an exempted company in the Cayman Islands on November 3, 2020 formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses
or entities.
Initial
Public Offering and Private Placement
On
January 14, 2021, we consummated our Initial Public Offering of 30,000,000 Units, including the issuance of 2,500,000 additional units
as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of
$300,000,000. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-251558).
The SEC declared the registration statement effective on January 11, 2021. Simultaneously with the closing of our Initial Public Offering,
we consummated the sale of 5,566,667 Private Placement Warrants to the Sponsor at a price of $1.50 per Private Placement Warrant, generating
gross proceeds of $8,350,000.
Following
the closing of our Initial Public Offering on January 14, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units in our Initial Public Offering and the sale of the Private Placement Warrants were placed in a Trust Account, and
invested in U.S. government securities, within the meaning set forth in the Investment Company Act, with a maturity of 185 days or less,
or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting
certain conditions under Rule 2a-7 of the Investment Company Act. In connection with the First Extension Meeting, Global Partner instructed
Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury
obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing
demand deposit account at a bank until the earlier of the consummation of a business combination and the liquidation of Global Partner.
Interest on such deposit account is currently approximately 4.5% per annum, but such deposit account carries a variable rate and Global
Partner cannot assure you that such rate will not decrease or increase significantly.
First
Extension
Our
Initial Public Offering prospectus and amended and restated memorandum and articles of association provided that we had until January
14, 2023 (the date which was 24 months after the consummation of the Initial Public Offering) to complete an initial business combination.
As stated in the Current Report on Form 8-K filed with SEC on January 18, 2023, we held an extraordinary general meeting of shareholders
and approved a proposal to amend our amended and restated memorandum and articles of association to extend the date by which we have
to consummate an initial business combination from January 14, 2023 to April 14, 2023, and to allow Global Partner, without another shareholder
vote, to elect to extend the termination date to consummate a business combination on a monthly basis for up to nine times by an additional
one month each time after April 14, 2023, by resolution of the Board if requested by the Sponsor, and upon five days’ advance notice
prior to the applicable termination date, until January 14, 2024, or a total of up to twelve months after January 12, 2023 (the “First
Extension Meeting”). In connection with the approval of the extension at the First Extension Meeting, the holders of 26,068,281
Class A Ordinary Shares properly 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 $265,050,166.
As disclosed
in the definitive proxy statement filed by the Company with the SEC on December 23, 2022, relating to the First Extension Meeting,
the Sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party
designees (the “Lender”) will contribute to the Company as a loan, within
ten (10) business days of the date of the Extension Meeting, $450,000, to be deposited into the Trust Account. In addition, in the event
the Company does not consummate an initial business combination by the Articles Extension Date (as defined below), the Lender may contribute
to the Company $150,000 as a loan to be deposited into the Trust Account for each of nine one-month extensions following the Articles
Extension Date.
Extension
Meeting Promissory Note
On
January 13, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $3,000,000 (the “Promissory Note”)
to the Sponsor. The Sponsor funded the initial principal amount of $450,000 on January 13, 2023. The Promissory Note does not bear interest
and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business
combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the
Promissory Note will be deposited in the Trust Account. Up to $1,750,000 of the total principal amount of the Promissory Note may be
converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.50 per warrant, which warrants
will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company.
Proposed
Business Combination
As
previously disclosed in the Current Report on Form 8-K filed with the SEC on November 21, 2023, Global Partner, Stardust Power and other
parties thereto entered into a Business Combination Agreement (as it may be further amended or supplemented from time to time), dated
November 21, 2023, contemplating a Business Combination.
The
Business Combination Agreement provides for, among other things, that prior to the date of closing, (i) Global Partner will change its
jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation
incorporated under the laws of the State of Delaware, upon which Global Partner intends to change its name to “Stardust Power Inc.”
(the “Post-Combination Company”) (ii) each outstanding Class A Ordinary Share and Class B Ordinary Share will be converted,
on a one-for-one basis, into one share of common stock of the Post-Combination Company, and (iii) the governing documents of Global Partner
will be replaced by governing documents of the Post-Combination Company. For more information about the Business Combination, see Global
Partner’s Current Report on Form 8-K filed with the SEC on November 21, 2023.
The
consummation of the Business Combination is subject to the fulfillment of certain customary conditions, including the approval of Global
Partner’s and Stardust Power’s stockholders and accordingly, there can be no assurances that we will be able to consummate
the Business Combination on the terms contemplated by the Business Combination Agreement or at all.
Without
the Articles Extension, Global Partner believes that it may not be able to complete the Business Combination on or before the Original
Termination Date. If that were to occur, Global Partner would be precluded from completing the Business Combination and would be forced
to liquidate even if Global Partner shareholders are otherwise in favor of consummating the Business Combination.
If
the Extension Amendment Proposal is approved, the removal from the Trust Account of the amount equal to the pro rata portion of funds
available in the Trust Account with respect to such redeemed Public Shares will reduce Global Partner’s net asset value. Global
Partner cannot predict the amount that will remain in the Trust Account following the Redemptions if the Extension Amendment Proposal
is approved, and the amount remaining in the Trust Account may be only a small fraction of the $ that was in the Trust Account as of
, 2023. Unless the Extension Amendment Proposal is approved, Global Partner will not proceed with the Charter Extension. Global Partner
will also not proceed with the Articles Extension if it completes the Business Combination on or before the Termination Date.
Global
Partner believes that given Global Partner’s expenditure of time, effort and money on the Business Combination, circumstances warrant
ensuring that Global Partner is in the best position possible to consummate the Business Combination and that it is in the best interests
of Global Partner’s shareholders that Global Partner obtain the Articles Extension. Global Partner believes the Business Combination
will provide significant benefits to its shareholders.
You
are not being asked to vote on the Business Combination at this time. If the Extension Amendment Proposal is approved and you do not
elect to redeem your Public Shares, provided that you are a shareholder on the record date for the extraordinary general meeting to consider
the Business Combination, you will be entitled to vote on the Business Combination when it is submitted to shareholders and will retain
the right to redeem your Public Shares for cash in the event the Business Combination is approved and completed or we have not consummated
the Business Combination by the Articles Extension Date.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth information regarding the beneficial ownership of Global Partner’s Ordinary Shares as of December ,
2023, based on information obtained from the persons named below, with respect to the beneficial ownership of shares of Global Partner’s
Ordinary Shares, by:
| ● | each
person known by Global Partner to be the beneficial owner of more than 5% of Global Partner’s
outstanding Class A Ordinary Shares or Class B Ordinary Shares; |
| ● | each
of Global Partner’s executive officers and directors that beneficially owns shares
of Global Partner’s Ordinary Shares; and |
| ● | all
Global Partner’s executive officers and directors as a group. |
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently
exercisable or exercisable within sixty days.
In
connection with the First Extension Meeting held on January 9, 2023, the holders of 26,068,281 Class A Ordinary Shares properly 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 $265,050,166. Following such redemptions there were 11,431,719 Ordinary Shares outstanding, consisting of (i) 3,931,719
Class A Ordinary Shares and (ii) 7,500,000 Class B Ordinary Shares. Additionally, following such redemptions, our initial shareholders,
including the Sponsor owned, on as-converted basis, approximately 65.6% of our outstanding Ordinary Shares.
In
the table below, percentage ownership is based on 11,431,719 ordinary shares, consisting of (i) 3,931,719 Class A Ordinary Shares and
(ii) 7,500,000 Class B Ordinary Shares, issued and outstanding as of December 31, 2022. The table below does not include the Class A
Ordinary Shares underlying the Private Placement Warrants held by the Sponsor because these securities are not exercisable within 60
days of this proxy statement.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares
of ordinary shares beneficially owned by them.
| |
Class
B Ordinary Shares | | |
Class
A Ordinary Shares | |
Name
of Beneficial Owners(1) | |
Number
of Shares Beneficially Owned | | |
Approximate
Percentage of Class | | |
Number
of Shares Beneficially Owned | | |
Approximate
Percentage of Class | | |
Approximate
Percentage of Voting Control | |
Five Percent Holders | |
| | |
| | |
| | |
| | |
| |
Global Partner
Sponsor II LLC (our Sponsor)(2)(3) | |
| 7,500,000 | | |
| 100.0 | % | |
| - | | |
| - | | |
| 65.6.0 | % |
Aristeia Capital, L.L.C.(4) | |
| - | | |
| - | | |
| 2,343,178 | | |
| 59.6 | % | |
| 20.5 | % |
Glazer Capital, LLC.(5) | |
| - | | |
| - | | |
| 277,040 | | |
| 7.05 | % | |
| 2.4 | % |
Cowen Financial Products LLC(7) | |
| | | |
| | | |
| 200,000 | | |
| 5.08 | % | |
| 1.7 | % |
Directors and Executive
Officers of Global Partner | |
| | | |
| | | |
| | | |
| | | |
| | |
Chandra R Patel(3) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Jarett Goldman(3) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Richard C. Davis(3) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Graeme Shaw(6) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Gary DiCamillo(6) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Claudia Hollingsworth(6) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
William Kerr(6) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
All officers and directors as a group (seven
individuals) | |
| 7,500,000 | | |
| 100.0 | % | |
| -- | | |
| -- | | |
| 20 | % |
(1) | Unless
otherwise noted, the business address of each of the following entities or individuals is
200 Park Avenue, 32nd Floor, New York, NY 10166. |
(2) | Interests
shown consist solely of founder shares, classified as Class B ordinary shares. Such shares
will automatically convert into Class A ordinary shares at the time of our initial business
combination or earlier at the option of the holders thereof. |
(3) | Chandra
R. Patel, Richard C. Davis and Jarett Goldman are the three managers of the Sponsor, Global
Partner Sponsor II LLC. Each manager has one vote, and the approval of a majority is required
to approve an action of Global Partner Sponsor II LLC. Under the so-called “rule of
three”, if voting and dispositive decisions regarding an entity’s securities
are made by three or more individuals, and a voting or dispositive decision requires the
approval of a majority of those individuals, then none of the individuals is deemed a beneficial
owner of the entity’s securities. This is the situation with regards to Global Partner
Sponsor II LLC. Based upon the foregoing analysis, no individual manager of Global Partner
Sponsor II LLC exercises voting or dispositive control over any of the securities held by
the Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly,
none of them will be deemed to have or share beneficial ownership of such securities. |
(4) | According
to a Schedule 13G filed February 13, 2023 with the SEC, Aristeia Capital L.L.C. (“Aristeia”)
is the investment manager of one or more private investment funds, and has voting and investment
control with respect to the Class A ordinary shares listed, which are held by one or more
such funds. The principal business address of Aristeia is One Greenwich Plaza, 3rd Floor,
Greenwich, CT 06830. |
(5) | According
to a Schedule 13G filed September 11, 2023 with the SEC, Glazer Capital, LLC and Paul J Glazer,
managing member of Glazer Capital, with respect to the shares of Common Stock held by the
Glazer Funds, may be deemed to be the beneficial owners of the Class A ordinary shares listed.
The principal business address of Glazer Capital, LLC is 250 West 55th Street, Suite 30A,
New York, New York 10019. |
(6) | Does
not include any shares indirectly owned by the relevant individual as a result of that individual’s
membership interest in our sponsor. Each of these individuals disclaims beneficial ownership
of any shares except to the extent of their pecuniary interest therein. |
(7) | According
to a Schedule 13G filed April 11, 2023 with the SEC, Cowen Financial Products LLC, with respect
to the shares of Common Stock, may be deemed to be the beneficial owners of the Class A ordinary
shares listed. The principal business address of Cowen Financial Products LLC is 200 Park
Ave, 32nd floor, New York, NY 10166. |
FUTURE
SHAREHOLDER PROPOSALS
If
the Extension Amendment Proposal is approved, we anticipate that we will hold another extraordinary general meeting before the Extension
Date to consider and vote upon approval of the Business Combination Agreement and the Business Combination. Accordingly, if we consummate
the Business Combination, Global Partner’s next annual meeting of shareholders will be held at a future date to be determined by
the post-Business Combination company. If the Extension Amendment Proposal is not approved, or if it is approved but we do not consummate
a Business Combination before the Extension Date, Global Partner will dissolve and liquidate. Accordingly, there will be no annual meeting
in 2024.
HOUSEHOLDING
INFORMATION
Unless
Global Partner has received contrary instructions, Global Partner may send a single copy of this proxy statement to any household at
which two or more shareholders reside if Global Partner believes the shareholders are members of the same family. This process, known
as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce Global Partner’s
expenses. However, if shareholders prefer to receive multiple sets of Global Partner’s disclosure documents at the same address
this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with
another shareholder and together both of the shareholders would like to receive only a single set of Global Partner’s disclosure
documents, the shareholders should follow these instructions:
If
the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at Global Partner Acquisition
Corp II, 200 Park Avenue, 32nd Floor, New York, NY 10166, to inform us of his or her request; or
If
a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.
WHERE
YOU CAN FIND MORE INFORMATION
Global
Partner files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information
on Global Partner at the SEC web site, which contains reports, proxy statements and other information, at: http://www.sec.gov.
This
proxy statement is available without charge to shareholders of Global Partner upon written or oral request. If you would like additional
copies of this proxy statement or if you have questions about the proposals to be presented at the Shareholder Meeting, you should contact
Global Partner in writing at Global Partner Acquisition Corp II, 200 Park Avenue, 32nd Floor, New York, NY 10166.
If
you have questions about the proposals or this proxy statement, would like additional copies of this proxy statement, or need to obtain
proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali, the proxy solicitor for Global Partner,
by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing GPAC.info@investor.morrowsodali.com.
You will not be charged for any of the documents that you request.
To
obtain timely delivery of the documents, you must request them no later than five business days before the date of the Shareholder Meeting,
or no later than January , 2024.
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PRELIMINARY
PROXY CARD
SUBJECT
TO COMPLETION
Global
Partner Acquisition Corp II
200 Park Avenue, 32nd Floor
New York, NY 10166
EXTRAORDINARY
GENERAL MEETING
OF GLOBAL PARTNER ACQUISITION CORP II
YOUR
VOTE IS IMPORTANT
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE EXTRAORDINARY GENERAL MEETING
TO BE HELD ON JANUARY , 2024.
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The
undersigned, revoking any previous proxies relating to these shares, hereby acknowledges
receipt of the Notice and Proxy Statement, dated, 2024, in connection with the extraordinary
general meeting (the “Shareholder Meeting”) of Global Partner Acquisition
Corp II (“Global Partner”) to be held at a.m. Eastern Time on , 2024,
at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY
10022, and via a virtual meeting, and hereby appoints Chandra R. Patel and Jarett Goldman,
and each of them (with full power to act alone), the attorneys and proxies of the undersigned,
with power of substitution to each, to vote all ordinary shares of Global Partner registered
in the name provided, which the undersigned is entitled to vote at the Shareholder Meeting,
and at any adjournments thereof, with all the powers the undersigned would have if personally
present. Without limiting the general authorization hereby given, said proxies are, and each
of them is, instructed to vote or act as follows on the proposals set forth in the accompanying
proxy statement/prospectus.
THIS
PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR”
PROPOSALS 1, 2 AND 3. |
(Continued
and to be marked, dated and signed on reverse side)
Please
mark vote as
indicated in this example |
☒ |
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3. |
Proposal
No. 1 - The Extension Amendment Proposal— RESOLVED,
as a special resolution:
a) Article
49.8 of Global Partner’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced
with the following new Article 49.8:
“In
the event that the Company does not consummate a Business Combination (i) by a date no later than 14 July 2024 and (ii) such later
date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “Termination
Date”), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to Global Partner to pay its income taxes, if any (less up to $100,000 of interest to pay liquidation expenses),
divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of Global Partner’s remaining shareholders and the Board, liquidate
and dissolve, subject in each case to Global Partner’s obligations under Cayman Islands law to provide for claims of creditors
and to requirements of other applicable law.
If the Company completes a Business Combination, it will, at the option
of the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”), repay the amounts
loaned under existing promissory notes or convert a portion or all of the amounts loaned under such promissory notes into warrants, which
warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO. If the Company does not complete
a Business Combination by the applicable Termination Date, such promissory notes will be repaid only from funds held outside of the Trust
Account or will be forfeited, eliminated or otherwise forgiven.”
b)
Article 49.9(a) of Global Partner’s Amended and Restated Memorandum and Articles of Association be
deleted in its entirety and replaced with the following new Article 49.9(a):
“to
modify the substance or timing of the Company’s obligation to provide holders of Class A Shares the right to have their shares
redeemed in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company does not consummate
a Business Combination within forty-two months after the date of the IPO;”
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FOR
☐ |
AGAINST
☐ |
ABSTAIN
☐ |
Proposal
No. 2 - The Redemption Limitation Amendment Proposal - RESOLVED, as a special resolution:
a)
Article 49.2(b) of Global Partner’s Amended and Restated Memorandum and Articles of Association be deleted in
its entirety and replaced with the following new Article 49.2(b):
“provide
Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation
of such Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the
Company to pay its income taxes, if any, divided by the number of then issued Public Shares.”
b) Article 49.4 of Global
Partner’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following
new Article 49.4:
“At a general meeting called for the purposes of approving a
Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company
shall be authorised to consummate such Business Combination.”
c) Article
49.5 of Global Partner’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with
the following new Article 49.5:
“Any Member holding Public Shares who is not the Sponsor, a Founder,
Officer or Director may, in connection with any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in
accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided
that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership,
limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption
right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided
further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the
Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay
any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption
price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to
the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes, if any, divided by the number of then issued Public Shares (such redemption price being referred to herein
as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and
consummated.”
d) Article 49.9 of Global Partner’s Amended and Restated Memorandum and Articles of Association be amended by the deletion of the
last sentence stating: "The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation."
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FOR
☐ |
AGAINST
☐ |
ABSTAIN
☐ |
Proposal No. 3 - Founder
Conversion Amendment Proposal - RESOLVED, as a special resolution that:
Article 49.11 of Global Partner’s Amended and Restated
Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.11:
“Except in connection with the conversion of Class
B Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive funds from the Trust
Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional
Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination
or on any other proposal presented to shareholders prior to or in connection with the completion of an initial Business Combination or
(b) to approve an amendment to the Memorandum or the Articles to (x) extend the time the Company has to consummate a Business Combination
beyond forty-two months from the closing of the IPO or (y) amend the foregoing provisions.”
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FOR
☐ |
AGAINST
☐ |
ABSTAIN
☐ |
Proposal No. 4 - The Adjournment
Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if
necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder
Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value $0.0001
per share in the capital of Global Partner represented (either in person or by proxy) at the Shareholder Meeting to approve the
Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal, or (ii)
where the board of directors of Global Partner has determined it is otherwise necessary. |
FOR
☐ |
AGAINST
☐ |
ABSTAIN
☐ |
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(Signature if held Jointly) |
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Signature
should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors,
administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of
attorney.
PLEASE
SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS
1, 2 AND 3 AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
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