Financial Performance - The Company had a net income of approximately $0.8 million for the three months ended June 30, 2023, driven by $0.5 million in interest income and a $0.6 million gain from the change in fair value of warrant liabilities[138]. - For the six months ended June 30, 2023, the Company experienced a net loss of approximately $0.2 million, which included $1.9 million in interest income offset by $1.6 million in operational losses[139]. - The Company has not engaged in any operations or generated revenues to date, relying solely on non-operating income from interest and dividends[137]. Capital Structure - The Company raised gross proceeds of $310.0 million from its Initial Public Offering, with offering costs amounting to $17.6 million[125]. - The Company incurred an underwriting discount of approximately $6.2 million and agreed to pay deferred underwriting fees of about $10.85 million upon completion of an Initial Business Combination[144]. Working Capital and Liquidity - As of June 30, 2023, the Company reported a working capital deficit of $1,823,418 and only $3,236 in its operating bank account[132]. - The Company liquidated U.S. government treasury obligations held in the Trust Account on January 27, 2023, with the remaining balance in the Trust Account being $46,138,503 after redemptions[136]. - As of June 30, 2023, the Company had no long-term debt obligations or off-balance sheet arrangements[142][146]. Business Combination Timeline - The Company has until August 29, 2023, to complete a Business Combination, or it will be required to liquidate[133]. Trust Account Interest - Interest on the Trust Account's deposit is currently approximately 2.5% - 3.0% per annum, subject to variability[150].

Financial Performance - As of March 31, 2023, the Company reported a net loss of approximately $0.9 million, including a loss from operations of $1.3 million[129] - The Company incurred a loss from the change in fair value of warrant liabilities amounting to $1.0 million for the three months ended March 31, 2023[129] Capital and Funding - The Company raised gross proceeds of $310.0 million from the Initial Public Offering, with offering costs amounting to $17.6 million[117] - The Trust Account balance after redemptions was approximately $46.1 million following the redemption of 26,506,157 Class A ordinary shares at about $10.167 per share[127] - The Company had a working capital deficit of $1,596,683 as of March 31, 2023[123] Business Operations - The Company has until the end of the Combination Period to complete a Business Combination, or it will liquidate and redeem Public Shares[121] - The Company generated non-operating income of $1.4 million from interest on investments held in the Trust Account[129] Debt and Obligations - The Company has no long-term debt obligations or capital lease obligations[132] Interest and Growth Classification - The interest rate on the Trust Account's cash deposit is currently approximately 2.5% - 3.0% per annum[140] - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[138]

Management Team - Chandra R. Patel serves as the Chief Executive Officer and Chairman of the board of Global Partner Acquisition Corp. II since January 2023[6]. - Richard C. Davis has over 25 years of experience in corporate finance and has been the President of GPAC since January 2023[7]. - Jarett Goldman has been the Chief Financial Officer of GPAC since January 2023, with over 15 years of experience in corporate finance and capital markets[9]. - Graeme Shaw, serving as Chief Technology Officer since January 2023, has extensive experience in satellite engineering and telecommunications[10]. - The management team possesses a diverse background in finance, technology, and corporate governance, enhancing the company's strategic direction[6][7][9][10][20]. Board of Directors - The board of directors includes independent directors Heiko Faass, Nicole Schepanek, and Bob Stefanowski, ensuring compliance with NYSE independence requirements[20]. - The term of office for the first class of directors, including Chandra R. Patel and Richard C. Davis, will expire at the first general annual meeting[15]. - The board is structured into three classes, with each class serving a three-year term, allowing for staggered elections[15]. - The audit committee consists of independent directors and is responsible for overseeing the independent registered public accounting firm and ensuring compliance with applicable laws[27][28]. - The compensation committee will review and approve the compensation of executive officers and may retain external advisers for guidance[49]. - The nominating committee is responsible for overseeing the selection of board nominees, considering various qualifications and backgrounds[30][32]. Corporate Governance - The company has established a corporate governance framework that includes regular meetings for independent directors[20]. - The company has adopted a code of ethics applicable to its directors, officers, and employees, which is available on its website[54]. - The audit committee will review all payments made to existing shareholders, executive officers, or directors[28]. - The company has not established any additional controls for reimbursement payments to directors and executive officers prior to the initial business combination[21]. - The company does not intend to take action to ensure team members maintain their positions post-business combination, although some may negotiate arrangements[23]. Financial Information - The aggregate market value of the company's voting and non-voting common equity held by non-affiliates was $304.73 million as of June 30, 2022[42]. - The company has 38,750,000 ordinary shares outstanding, consisting of 31,000,000 Class A Ordinary Shares and 7,750,000 Class B Ordinary Shares as of December 31, 2022[73]. - Constellation Sponsor LP holds 7,633,750 Class B Ordinary Shares, representing 98.5% of that class and 19.7% of Class A Ordinary Shares[75]. - The company will reimburse its sponsor for office space and administrative services at a rate of up to $10,000 per month[69]. - No cash compensation has been paid to officers or directors prior to the initial business combination[69]. - The company intends to effectuate its initial business combination using cash from the IPO proceeds, private placements, equity, or debt[158]. Business Combination Plans - The company intends to seek a business combination with a target that is at the forefront of change in rapidly changing segments of the global economy[92]. - The company plans to structure its initial business combination so that the post-business combination entity will own or acquire 100% of the equity interests or assets of the target business[100]. - The company’s founder shares will automatically convert into Class A Ordinary Shares upon completion of a business combination, representing 63.3% of the issued and outstanding ordinary shares[94]. - The company is not currently a party to any arrangement for raising additional funds through securities or debt sales[163]. - The company has not selected any business combination target, leaving investors without a basis to evaluate potential merits or risks[160]. Shareholder Matters - The company will seek shareholder approval for its initial business combination, requiring a majority vote from shareholders attending the general meeting[67]. - The company may pursue acquisition opportunities with entities affiliated with its officers or directors, provided an independent opinion is obtained regarding the fairness of the transaction[65]. - The company acknowledges the risk of lack of diversification, as success may depend entirely on the performance of a single business post-acquisition[173]. - There are no redemption rights for public shareholders regarding warrants upon completion of the initial business combination[186]. - The company may conduct redemptions without shareholder votes under certain conditions, but will seek approval if required by law or stock exchange rules[177]. Compliance and Reporting - The company filed various certifications under the Sarbanes-Oxley Act of 2002, ensuring compliance with financial reporting standards[197]. - The annual report on Form 10-K was signed on March 30, 2023, by the Chief Executive Officer, Chandra R. Patel[201][202]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[104]. - The company will disclose any compensation to be paid to officers after the initial business combination in the tender offer or proxy solicitation materials[70].

Financial Performance - For the three months ended September 30, 2022, the Company reported a net income of approximately $2.9 million, including a gain from the change in fair value of warrant liabilities of $1.5 million and interest earned on investments held in the Trust Account of $1.6 million [128]. - For the nine months ended September 30, 2022, the Company had a net income of approximately $10.2 million, which included a gain from the change in fair value of warrant liabilities of $9.3 million [129]. - The Company has neither engaged in any operations nor generated any revenues to date, with non-operating income derived from interest income and dividends on investments held in the Trust Account [127]. Financial Position - As of September 30, 2022, the Company had approximately $118,567 in its operating bank account and a working capital deficit of approximately $922,857 [123]. - The Company had no long-term debt obligations, capital lease obligations, or operating lease obligations as of the reporting date [133]. Initial Public Offering - The Company generated gross proceeds of $310.0 million from the Initial Public Offering of 31,000,000 Units at $10.00 per Unit, incurring offering costs of $17,586,741 [117]. - The Company paid an underwriting discount of approximately $6,200,000 at the closing of the Initial Public Offering and agreed to pay additional Deferred Underwriting Fees of approximately $10,850,000 upon completion of an Initial Business Combination [135]. - All 31,000,000 Class A Ordinary shares sold in the Public Offering contain a redemption feature, classified as temporary equity outside of the shareholders' equity section of the balance sheet [138]. Going Concern - The Company is within 12 months of its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern until the completion of a Business Combination or liquidation by January 29, 2023 [124]. Future Expenses - The Company expects to incur increased expenses due to being a public company, including legal, financial reporting, accounting, and auditing compliance costs [127].

Financial Performance - As of June 30, 2022, the Company reported a net income of approximately $2.9 million for the three months ended June 30, 2022, driven by a gain from the change in fair value of warrant liabilities of $3.0 million [127]. - For the six months ended June 30, 2022, the Company achieved a net income of approximately $7.4 million, including a gain from the change in fair value of warrant liabilities of $7.8 million [128]. - The Company generated non-operating income from interest earned on investments held in the Trust Account, amounting to $0.2 million for both the three and six months ended June 30, 2022 [127][128]. Initial Public Offering - The Company completed its Initial Public Offering on January 29, 2021, raising gross proceeds of $310.0 million from the sale of 31,000,000 Units at $10.00 per Unit [116]. - The Company has incurred offering costs of $17,586,741 million, which includes $10,850,000 million in deferred underwriting commissions [116]. - The Company has broad discretion regarding the application of net proceeds from the Initial Public Offering and Private Placement, primarily intended for consummating a Business Combination [119]. Financial Position - The Company had approximately $147,742 in its operating bank account and a working capital deficit of approximately $645,492 as of June 30, 2022 [122]. - The Company has no long-term debt obligations or capital lease obligations [132]. Business Combination - The Company is required to complete its initial Business Combination by January 29, 2023, or face mandatory liquidation [120]. - The Company recognizes changes in redemption value of its Class A Ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period [140].

Financial Performance - The company reported a net income of $4,516,335 for the three months ended March 31, 2022, compared to $16,979,718 for the same period in 2021, indicating a decrease of about 73.5%[12] - Basic and diluted net income per share for Class A ordinary shares was $0.12 for Q1 2022, down from $0.59 in Q1 2021, reflecting a decline of approximately 79.7%[12] - The allocation of net income to Class A ordinary shares was $3,613,068 for the period ended March 31, 2022, down from $12,439,185 in the prior year[61] - The company reported a basic and diluted net income per share of $0.12 for Class A ordinary shares for the period ended March 31, 2022, compared to $0.59 for the same period in 2021[61] Assets and Liabilities - As of March 31, 2022, total current assets decreased to $438,035 from $628,115 as of December 31, 2021, representing a decline of approximately 30.3%[10] - Total liabilities decreased to $16,814,209 as of March 31, 2022, from $21,542,689 as of December 31, 2021, a reduction of about 22.0%[10] - The company had cash of $98,331 at the end of Q1 2022, down from $223,378 at the end of Q4 2021, a decrease of approximately 56.0%[20] - As of March 31, 2022, the Company had approximately $98,331 in its operating bank account and a negative working capital of approximately $286,273[37] IPO and Offering Costs - The company generated gross proceeds of $310,000,000 from its IPO, which was completed on January 29, 2021[25] - Total offering costs related to the IPO amounted to $17,586,741, including $6,200,000 in underwriting fees and $10,850,000 in deferred underwriting fees[27] - The company sold 31,000,000 Units at a price of $10.00 per Unit during its IPO, including 1,000,000 Units from the underwriters' over-allotment option[69] - The company incurred transaction costs of $17,586,741 related to the IPO, with $1,143,138 allocated to expenses associated with the warrant liability[51] Business Operations and Future Outlook - The company has not commenced any operations as of March 31, 2022, and will not generate operating revenues until after completing a business combination[24] - The Company is within 12 months of mandatory liquidation, raising substantial doubt about its ability to continue as a going concern until the completion of a Business Combination or liquidation by January 29, 2023[38] - The company has 24 months from the closing of the IPO to complete its initial Business Combination, or it will be required to liquidate[114] - The company had no revenues generated to date and will not generate operating revenues until after completing its initial Business Combination[120] Internal Controls and Compliance - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting related to complex equity instruments[143] - Management has implemented remediation steps to improve internal control over financial reporting, including expanding the review process for complex securities[144] - The company has expended substantial resources for the remediation and improvement of internal control over financial reporting[146] - There were no material changes in internal control over financial reporting during the quarter ended March 31, 2021, except for the previously mentioned issues[145] Financial Instruments and Valuation - The fair value of financial instruments is measured based on observable inputs, with a hierarchy that includes Level 1, Level 2, and Level 3 classifications[63] - The estimated fair value of the Private Placement Warrants was $1,830,934 as of March 31, 2022, down from $3,473,299 on December 31, 2021[100] - The Public Warrant Liability decreased from $6,510,000 on December 31, 2021 to $3,408,967 on March 31, 2022, reflecting a change in fair value[100] Tax Position - The Company is not subject to income taxes in the Cayman Islands or the United States, resulting in a tax provision of zero for the period presented[57] - The Company has not recognized any unrecognized tax benefits as of March 31, 2022, and December 31, 2021, and expects no material changes in the next twelve months[57] - The Company has no accrued interest or penalties related to unrecognized tax benefits as of March 31, 2022[56] COVID-19 Impact - Management is evaluating the impact of the COVID-19 pandemic, which could negatively affect the Company's financial position and operations[35]

Financial Position - As of December 31, 2021, the company had approximately $223,378 in its operating bank account and a negative working capital of approximately $81,275[378]. - The company is within 12 months of mandatory liquidation, raising substantial doubt about its ability to continue as a going concern until January 29, 2023[379]. - The company does not have any long-term debt obligations or capital lease obligations[385]. - The company has not had any off-balance sheet arrangements as of December 31, 2021[398]. Income and Operations - For the year ended December 31, 2021, the company reported a net income of approximately $15.73 million, which included a gain from the change in fair value of warrant liabilities of $20.97 million[384]. - The company incurred a loss from operations of $1.54 million for the year ended December 31, 2021[384]. - The company has not engaged in any operations or generated any revenues to date, and will not generate operating revenues until after the completion of its initial Business Combination[383]. IPO and Equity - The company paid an underwriting discount of approximately $6,200,000 at the closing of the Initial Public Offering and agreed to pay additional deferred underwriting fees of approximately $10,850,000 upon completion of its Initial Business Combination[388]. - All 31,000,000 Class A Ordinary shares sold in the Public Offering contain a redemption feature, classified as temporary equity outside of permanent equity[392]. Economic Impact - The company does not believe that inflation had a material impact on its business, revenues, or operating results during the period presented[399].

IPO and Financial Overview - The company completed its Initial Public Offering (IPO) on January 29, 2021, raising gross proceeds of $310.0 million from the sale of 31,000,000 Units at $10.00 per Unit[115]. - The company incurred offering costs of $17,586,741 million, including $10,850,000 million in deferred underwriting commissions[115]. - The company has not generated any operating revenues to date and will only do so after completing its initial Business Combination[126]. Financial Performance - As of September 30, 2021, the company reported a net income of approximately $2.7 million for the three months ended, which included a gain from the change in fair value of warrant liabilities of $3.6 million[127]. - For the nine months ended September 30, 2021, the company had a net income of approximately $15.3 million, driven by a gain from the change in fair value of warrant liabilities of $17.6 million[128]. - The company had approximately $484,000 in its operating bank account and working capital of approximately $220,000 as of September 30, 2021[121]. Business Operations and Obligations - The company has 24 months from the closing of the IPO to complete its initial Business Combination, or it will cease operations and redeem public shares[119]. - The company does not have any long-term debt obligations or capital lease obligations[131]. - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[126]. - The company has access to funds from its Sponsor to meet working capital needs until the earlier of the consummation of the Business Combination or one year from the date of the financial statements[123]. Regulatory Classification - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act and is not obligated to provide the detailed disclosures typically required for market risk[148].

Financial Performance - For the three months ended June 30, 2021, the company reported a net loss of approximately $4.4 million, including a loss from the change in fair value of warrant liabilities of $4.2 million[111]. - For the six months ended June 30, 2021, the company had a net income of approximately $12.6 million, driven by a gain from the change in fair value of warrant liabilities of $14.1 million[112]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $310.0 million from the sale of 31,000,000 Units at $10.00 per Unit, with offering costs amounting to $17,586,741[99]. - The company has 24 months from the closing of the IPO to complete its initial Business Combination, or it will cease operations and liquidate[103]. Private Placement - A Private Placement of 5,466,667 Warrants was completed at $1.50 per Warrant, generating gross proceeds of $8.2 million[100]. Financial Position - As of June 30, 2021, the company had approximately $1.3 million in its operating bank account and working capital of approximately $1.1 million[105]. - The company has no long-term debt obligations or off-balance sheet arrangements as of June 30, 2021[115][123]. Future Expectations - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[110]. - The company has broad discretion regarding the application of net proceeds from the IPO and Private Placement, primarily intended for a Business Combination[102]. Warrant Liabilities - The company evaluated its warrant liabilities as derivatives, resulting in fair value changes recognized in the Statement of Operations[120].

Financial Performance - For the three months ended March 31, 2021, the company reported a net income of approximately $17.0 million, which included a loss from operations of $0.1 million and a gain from the change in fair value of warrant liabilities of $18.2 million[119]. - As of March 31, 2021, the company had approximately $1.3 million in its operating bank account and working capital of approximately $1.4 million[113]. - As of March 31, 2021, there were no outstanding working capital loans, and management believes it has sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from the filing date[115][116]. - The company has not generated any operating revenues to date and will only do so after completing its initial Business Combination[118]. IPO and Financing - The Initial Public Offering (IPO) generated gross proceeds of $310.0 million from the sale of 31,000,000 Units at $10.00 per Unit, with offering costs amounting to $17,586,741[107]. - A Private Placement of 5,466,667 Warrants was completed at $1.50 per Warrant, generating gross proceeds of $8.2 million[108]. - The company incurred an underwriting discount of approximately $6,200,000 at the closing of the IPO and agreed to pay additional Deferred Underwriting Fees of approximately $10,850,000 upon completion of a Business Combination[123]. Business Operations and Future Plans - The company has 24 months from the IPO closing date to complete its initial Business Combination, or it will cease operations and redeem Public Shares[111]. - The company does not have any long-term debt obligations or off-balance sheet arrangements as of March 31, 2021[121][128]. - Management continues to evaluate the impact of the COVID-19 pandemic, but the specific impact is not readily determinable as of the date of the balance sheet[117].