Global Partner Acquisition II(GPAC) - 2021 Q3 - Quarterly Report

PART I – FINANCIAL INFORMATION Financial Statements 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][24][32] Notes to Condensed Financial Statements (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][58] - 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][73][76] - 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][84] - The company pays its Sponsor $25,000 per month for administrative services, totaling $213,000 for the nine months ended September 30, 2021[69] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's status as a blank check company with no operations, reporting $3.34 million in expenses and $4.18 million net income, while facing going concern doubts due to limited liquidity - The company is a blank check company incorporated for the purpose of effecting a business combination and has not yet selected a target[92] Operating Results for Nine Months Ended Sep 30, 2021 | Item | Amount ($) | | :--- | :--- | | 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] - 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][104] Quantitative and Qualitative Disclosures About Market Risk 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] - 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] Controls and Procedures 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][140] - 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] - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2021[143] PART II – OTHER INFORMATION Legal Proceedings The company reported that there are no legal proceedings - The company has no legal proceedings to report[149] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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][155] Defaults Upon Senior Securities The company reported no defaults upon senior securities - The company reports "None"[157] Mine Safety Disclosures This item is not applicable to the company - The company reports "None"[158] Other Information The company reported no other information - The company reports "None"[159] Exhibits 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]