UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2023

GLOBAL PARTNER ACQUISITION CORP II

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (646) 585-8975

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously reported on September 15, 2023, Global Partner Acquisition Corp II (the “Company”) announced that the board of directors of the Company (the “Board”) had determined not to continue to extend the date by which the Company must complete its initial business combination as permitted under the Company’s amended and restated memorandum and articles of association, and that the Company intended to discontinue its pursuit of an initial business combination and liquidate the Company’s trust account (the “Trust Account”).

However, due to (i) the Company’s Sponsor’s determination to make the required payment to the Trust Account to provide for extension of the date by which the Company must complete its initial business combination from September 14, 2023 to October 14, 2023, including applicable interest thereon, and (ii) the Company’s negotiation of a non-binding letter of intent with respect to an initial business combination, the Board has subsequently determined that it is in the best interests of the Company and its stockholders (i) to continue its pursuit of an initial business combination (and not liquidate the Company’s Trust Account at this time), (ii) to extend the date by which the Company must complete an initial business combination, (iii) not to redeem all of the outstanding Class A ordinary shares, par value $0.0001 per share of the Company (the “Class A Ordinary Shares”) and (iv) to allow for the continued trading of its Class A Ordinary Shares and warrants on the Nasdaq Stock Market LLC.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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