GPAC Global Partner Acqusition Corporation II

Item 4.02 Non-Reliance on Previously Issued Financial Statements.

On November 12, 2021, Global Partner Acquisition Corp II (the “Company”) publicly issued its Quarterly Report on Form 10-Q as of and for the periods ended September 30, 2021 (the “Q3 10-Q”). In the course of preparing the Q3 10-Q, the Company determined, in consultation with its accounting consultants (the “advisors”) and independent registered public accounting firm, that a change was required to be made in the manner in which the Company had previously valued the redeemable Class A ordinary shares issued in connection with the Company’s initial public offering (“IPO”). The Company had previously presented the aggregate value of such Class A ordinary shares as equal to their aggregate redemption value, after taking into account the prohibition, under the Company’s Amended and Restated Memorandum and Articles of Association, against the Company repurchasing or redeeming Class A ordinary shares or entering into a business combination if such transaction would cause the Company’s net tangible assets to fall below $5,000,001. However, in the course of preparing the Q3 10-Q, the Company determined, in consultation with its advisors and independent registered public accounting firm, that, because each Class A ordinary share was, by its terms, redeemable, the aggregate value of the Class A ordinary shares should be equal to their aggregate redemption value without taking into account the foregoing prohibition. The Company adopted this change in the Q3 10-Q by reclassifying the requisite amount of Class A ordinary shares from permanent to temporary equity, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and ordinary shares. The Company presented the reclassification as a revision that did not require the restatement of previously issued financial statements, and presented the effect of the revision on the Company’s previously issued financial statements in Note 7 to the unaudited condensed financial statements included in the Q3 10-Q.

After issuing the Q3 10-Q, in November 2021, the Company became aware of guidance that such revisions, because of their quantitative materiality, should be considered restatements rather than revisions. The Company thereafter determined that the original classification constituted an error in the Company’s financial statements issued between the completion of the IPO and the issuance of the Q3 10-Q. On November 22, 2021, the Audit Committee of the Board of Directors of the Company concluded, after consultation with the Company’s management and advisors, that, as a result of the foregoing, the following previously issued financial statements should no longer be relied upon: (i) the audited balance sheet as of January 14, 2021 included in the Company’s Current Report on Form 8-K filed as of January 21, 2021; (ii) the unaudited condensed financial statements as of and for the period ended March 31, 2021 included in the Company’s Quarterly Report on Form 10-Q filed May 20, 2021; and (iii) the unaudited condensed financial statements as of and for the periods ended June 30, 2021 included in the Company’s Quarterly Report on Form 10-Q filed August 11, 2021. The Company plans to restate the foregoing financial statements in order to reflect the reclassification and to include such restatements in an amendment to the Q3 10-Q, which it will publicly file as soon as reasonably practical.

In addition, the Company’s management has concluded that, during the periods referred to above, to the extent that the Company’s internal control over financial reporting did not result in the classification of the entire aggregate value of the Class A ordinary shares as temporary equity, the Company’s disclosure controls and procedures were not effective, which represents a material weakness.

The Company does not expect the changes described above to have any impact on its cash position or on the balance held in its trust account.

The Company has discussed the matters disclosed in this Current Report on Form 8-K with its independent registered public accounting firm.