FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-39875 GLOBAL PARTNER ACQUISITION CORP II UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact name of registrant as specified in its charter) | Cayman Islands | NA | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Securities registered pursuant to Section 12(g) of the Act: None For the transition period from __________ to __________ Commission File Number: 001-39875 GLOBAL PARTNER ACQUISITION CORP II (Exact name o ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Global Partner Acquisition Corp II, a blank check company, reported no revenue for the nine months ended September 30, 2021, with **$301.3 million** in assets and a **$25.7 million** shareholders' deficit Condensed Balance Sheet Highlights (Unaudited) | Account | September 30, 2021 ($) | December 31, 2020 ($) | | :--- | :--- | :--- | | **Total Assets** | **301,293,000** | **225,000** | | Cash and investments held in Trust Account | 300,068,000 | - | | **Total Liabilities** | **26,951,000** | **205,000** | | Warrant liability | 13,699,000 | - | | Deferred underwriting compensation | 10,500,000 | - | | Class A ordinary shares subject to possible redemption | 300,000,000 | - | | **Total shareholders' equity (deficit)** | **(25,658,000)** | **20,000** | Condensed Statement of Operations (Unaudited) | Account | Three Months Ended Sep 30, 2021 ($) | Nine Months Ended Sep 30, 2021 ($) | | :--- | :--- | :--- | | Revenues | - | - | | General and administrative expenses | 992,000 | 3,343,000 | | Loss from operations | (992,000) | (3,343,000) | | Change in fair value of warrant liability | 2,490,000 | 8,250,000 | | **Net Income** | **1,506,000** | **4,175,000** | | Net income per Class A/B ordinary share | 0.04 | 0.12 | Condensed Statement of Cash Flows (Unaudited) | Cash Flow Activity | Nine Months Ended Sep 30, 2021 ($) | | :--- | :--- | | Net cash used in operating activities | (917,000) | | Cash deposited in Trust Account (Investing) | (300,000,000) | | Net cash provided by financing activities | 301,866,000 | | **Net increase in cash** | **949,000** | | Cash at end of period | 969,000 | - The company is a blank check company formed to effect a business combination and has not commenced any operations, with a deadline of January 14, 2023, to complete an initial Business Combination[23](index=23&type=chunk)[24](index=24&type=chunk)[32](index=32&type=chunk) [Notes to Condensed Financial Statements (unaudited)](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(unaudited)) The notes detail significant accounting policies, including the **$300 million** Public Offering, warrant reclassification to liability, and Class A ordinary shares reclassification to redeemable equity - On January 14, 2021, the company completed its Public Offering of **30,000,000 units** at **$10.00 per unit**, with proceeds of **$300 million** deposited into a trust account[26](index=26&type=chunk)[58](index=58&type=chunk) - Following SEC guidance issued in April 2021, the company **reclassified its public and private warrants from equity to derivative liabilities**, measured at fair value, with an initial fair value at inception of **$21,949,000**[71](index=71&type=chunk)[73](index=73&type=chunk)[76](index=76&type=chunk) - The company revised its financial statements to classify all **30,000,000 outstanding Class A ordinary shares as subject to redemption**, resulting in a **reclassification from shareholders' equity to temporary equity** and significantly increasing the reported shareholders' deficit[82](index=82&type=chunk)[84](index=84&type=chunk) - The company pays its Sponsor **$25,000 per month** for administrative services, totaling **$213,000** for the nine months ended September 30, 2021[69](index=69&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company with no operations, reporting **$3.34 million** in expenses and **$4.18 million** net income, while facing going concern doubts due to limited liquidity - The company is a blank check company incorporated for the purpose of effecting a business combination and has not yet selected a target[92](index=92&type=chunk) Operating Results for Nine Months Ended Sep 30, 2021 | Item | Amount ($) | | :--- | :--- | | General & Administrative Expenses | 3,343,000 | | - Administrative Services Fee | 213,000 | | - Professional & Consulting Fees | 2,765,000 | | Other Income (Change in Warrant Liability) | 8,250,000 | | Interest Income | 68,000 | - As of September 30, 2021, the company had **$969,000 in cash** and **negative working capital of approximately $1,527,000**, conditions that raise **substantial doubt about the company's ability to continue as a going concern**[107](index=107&type=chunk) - The company's IPO and private placement of warrants generated **net proceeds of approximately $301.5 million**, of which **$300 million was deposited into the Trust Account**[103](index=103&type=chunk)[104](index=104&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk is minimal, with IPO proceeds invested in short-term U.S. Government Treasury obligations, though negative interest rates pose a potential risk - The company's funds held in the trust account are invested in U.S. Government Treasury obligations with maturities of 185 days or less or in specific money market funds, which **limits exposure to interest rate risk**[138](index=138&type=chunk) - A potential risk is that **negative interest rates** on U.S. Government Treasury obligations could lead to a **decline in the value of assets** held in the trust account[138](index=138&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's disclosure controls and procedures were effective as of September 30, 2021, following the remediation of a material weakness related to warrant accounting reclassification - Following an SEC statement on April 12, 2021, the company re-evaluated its accounting for warrants and concluded they should be **classified as a liability measured at fair value**, rather than as equity[139](index=139&type=chunk)[140](index=140&type=chunk) - The **material weakness previously reported**, related to the misapplication of accounting for warrants as liabilities, was **remediated** during the quarter ended September 30, 2021[147](index=147&type=chunk) - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were **effective** as of September 30, 2021[143](index=143&type=chunk) [PART II – OTHER INFORMATION](index=31&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reported that there are no legal proceedings - The company has no legal proceedings to report[149](index=149&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors previously disclosed in its Prospectus filed on January 11, 2021, and its Form 10-Q filed on May 20, 2021 - There have been no changes to the risk factors disclosed in previous filings[150](index=150&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the private placement of **5,566,667 warrants** for **$8.35 million** and the Initial Public Offering of **30,000,000 units** for **$300 million**, with proceeds placed in the trust account - On January 14, 2021, the company sold **5,566,667 Private Placement Warrants** to its sponsor at **$1.50 per warrant**, raising total proceeds of approximately **$8,350,000**[151](index=151&type=chunk) - The Initial Public Offering of **30,000,000 units** at **$10.00 per unit** generated gross proceeds of **$300,000,000**, with **approximately $300,000,000 was placed in the Trust Account** after deducting underwriting fees and expenses[152](index=152&type=chunk)[155](index=155&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - The company reports "None"[157](index=157&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - The company reports "None"[158](index=158&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reported no other information - The company reports "None"[159](index=159&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, key agreements, and officer certifications - A list of exhibits filed with the report is provided, including corporate governance documents, agreements related to the public offering, and required officer certifications[161](index=161&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the transition period from __________ to __________ Commission File Number: 001-39875 GLOBAL PARTNER ACQUISITION CORP II (Exact name of registrant as specified in its charter) | Cayman Islands | NA | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification Number) | | 7 Rye Ridge Plaza, Suite 850 | | | Rye Brook, NY 100573 | 83014 | | (Address of principal executive offic ...