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].
stellation Acquisition I(CSTA) - 2022 Q4 - Annual Report