UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 13, 2024
GLOBAL PARTNER ACQUISITION CORP II
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-39875 |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
200 Park Avenue, 32nd Floor
New York,
NY 10166 |
|
10166 |
| (Address of principal executive offices) |
|
(Zip Code) |
(646) 585 - 8975
Registrant’s telephone number, including
area code
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 to the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-sixth of one redeemable warrant |
|
GPACU |
|
The Nasdaq Stock Market LLC |
| Class A Ordinary Shares included as part of the units |
|
GPAC |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants included as part of the units |
|
GPACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2
of this chapter).
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 1.01. Entry into a Material Definitive Agreement.
Extension
Meeting Promissory Note
On February
13, 2024, Global Partner Acquisition Corp II, a Cayman Island exempted company (the “Company”
and “GPAC II”) and Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”),
entered into an amendment to the promissory note dated January 13, 2023 (the “Promissory Note”) to (1) extend the
maturity date of the Promissory Note to the earlier of (i) July 14, 2024, (ii) the consummation of a business
combination of the Company and (iii) the liquidation of the Company and (2) increase the principal sum of the
Promissory Note from $3 million to $4 million.
The
foregoing description of the amendment to the Promissory Note is not complete and is qualified in its entirety by reference
to the text of such document, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
Working Capital Promissory Note
On February 13, 2024, the Company and the Sponsor entered into an amendment to the promissory note dated August 1, 2022 (the “Working
Capital Promissory Note”), as amended on January 13, 2023, to extend the maturity date of the Working Capital Promissory Note to
the earlier of (i) July 14, 2024, (ii) the consummation of a business combination of the Company and (iii) the liquidation of the Company.
The foregoing description of the amendment to the Working Capital Promissory Note is not complete and is qualified in its entirety by
reference to the text of such document, which is filed as Exhibit 10.2 hereto and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Forward-Looking Statements
The information included
herein and in any oral statements made in connection herewith include “forward- looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended (the “Securities Act” and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included herein,
regarding the proposed business combination, GPAC II’s and Stardust Power Inc.’s ( “Stardust Power”) ability to
consummate the transaction, the benefits of the transaction, GPAC II’s and Stardust Power’s future financial performance following
the transaction, as well as GPAC II’s and Stardust Power’s strategy, future operations, financial position, estimated revenues
and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, including
any oral statements made in connection herewith, the words “could,” “should,” “will,” “may,”
“believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,”
the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain such identifying words.
These forward-looking
statements are based on GPAC II’s and Stardust Power’s management’s current expectations and assumptions about future
events and are based on currently available information as to the outcome and timing of future events. GPAC II and Stardust Power caution
you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which
are beyond the control of GPAC II and Stardust Power. These risks include, but are not limited to, (i) the risk that the proposed business
combination may not be completed in a timely manner or at all, which may adversely affect the price of GPAC II’s securities; (ii)
the risk that the proposed business combination may not be completed by GPAC II’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline if sought by GPAC II; (iii) the failure to satisfy the conditions
to the consummation of the proposed business combination, including the approval of the proposed business combination by GPAC II’s
shareholders and Stardust Power’s stockholders, the satisfaction of the minimum trust account amount following redemptions by GPAC
II’s public shareholders and the receipt of certain governmental and regulatory approvals; (iv) the effect of the announcement or
pendency of the proposed business combination on Stardust Power’s business relationships, performance, and business generally; (v)
risks that the proposed business combination disrupts current plans of Stardust Power and potential difficulties in Stardust Power’s
employee retention as a result of the proposed business combination; (vi) the outcome of any legal proceedings that may be instituted
against GPAC II or Stardust Power related to the agreement and the proposed business combination; (vii) changes to the proposed structure
of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining
regulatory approval of the business combination; (viii) the ability to maintain the listing of GPAC II’s securities on the Nasdaq;
(ix) the price of GPAC II’s securities, including volatility resulting from changes in the competitive and highly regulated industries
in which Stardust Power plans to operate, variations in performance across competitors, changes in laws and regulations affecting Stardust
Power’s business and changes in the combined capital structure; (x) the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed business combination, and identify and realize additional opportunities; (xi) the impact
of the global COVID-19 pandemic; and (xii) other risks and uncertainties related to the transaction set forth in the sections entitled
“Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in GPAC II’s prospectus relating
to its initial public offering (File No. 333-351558) declared effective by the U.S. Securities and Exchange Commission (the “SEC”)
on January 11, 2021 and other documents filed, or to be filed with the SEC by GPAC II, including GPAC II’s periodic filings with
the SEC, including GPAC II’s Annual Report on Form 10-K filed with the SEC on March 31, 2023 and any subsequently filed Quarterly
Report on Form 10-Q. GPAC II’s SEC filings are available publicly on the SEC’s website at http://www.sec.gov.
The foregoing list of
factors is not exhaustive. There may be additional risks that neither GPAC II nor Stardust Power presently know or that GPAC II or Stardust
Power currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
You should carefully consider the foregoing factors and the other risks and uncertainties described in GPAC II’s proxy statement
contained in the registration statement on Form S-4 (File No. 333-276510) filed with the SEC on January 12, 2024 (the “Registration
Statement”), including those under “Risk Factors” therein, and other documents filed by GPAC II from time to time with
the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements, and GPAC II and Stardust Power assume no obligation and,
except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither GPAC II nor Stardust Power gives any assurance that either GPAC II or Stardust Power will achieve
its expectations.
Important Information About the Business
Combination and Where to Find It
In connection with the
proposed business combination, GPAC II has filed a Registration Statement with the SEC that includes a preliminary prospectus with respect
to GPAC II’s securities to be issued in connection with the proposed transactions and a preliminary proxy statement with respect
to the shareholder meeting of GPAC II to vote on the proposed transactions (the “proxy statement/prospectus”). GPAC II may
also file other documents regarding the proposed business combination with the SEC. The proxy statement/ prospectus will contain important
information about the proposed business combination and the other matters to be voted upon at an extraordinary general meeting of GPAC
II’s shareholders to be held to approve the proposed business combination and other matters and may contain information that an
investor may consider important in making a decision regarding an investment in GPAC II’s securities. BEFORE MAKING ANY VOTING DECISION,
SHAREHOLDERS OF GPAC II AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING
ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ALL RELEVANT DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION FILED OR THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION
ABOUT GPAC II, STARDUST POWER AND THE PROPOSED BUSINESS COMBINATION.
The Registration Statement
is not yet effective. After the Registration Statement is declared effective, the definitive proxy statement/prospectus included in the
Registration Statement will be mailed to shareholders of GPAC II as of a record date to be established for voting on the proposed transactions.
Shareholders of GPAC II are able to obtain free copies of the Registration Statement and, once available, will also be able to obtain
free copies of the definitive proxy statement/ prospectus and all other relevant documents containing important information about GPAC
II and Stardust Power filed or that will be filed with the SEC by GPAC II through the website maintained by the SEC at http://www.sec.gov,
or by directing a request to Global Partner Acquisition Corp II, 200 Park Avenue 32nd Floor, New York, New York 10166, attention: Global
Partner Sponsor II LLC or by contacting Morrow Sodali LLC, GPAC II’s proxy solicitor, for help, toll-free at (800) 662-5200 (banks
and brokers can call collect at (203) 658-9400).
INVESTMENT IN ANY
SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED
UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
GPAC
II, Stardust Power and certain of their respective directors and executive officers may be deemed participants in the solicitation of
proxies from GPAC II’s shareholders with respect to the proposed business combination. A list of the names of those directors and
executive officers of GPAC II and a description of their interests in GPAC II is set forth in GPAC II’s filings with the SEC (including
GPAC II’s prospectus relating to its initial public offering (File No. 333-251558) declared effective by the SEC on January 11,
2021, GPAC II’s Annual Report on Form 10-K filed with the SEC on March 31, 2023 and subsequent filings on Form 10-Q and Form 4).
Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed business
combination may be obtained by reading the Registration Statement. The documents described in this paragraph are available free of charge
at the SEC’s website at www.sec.gov, or by directing a request to Global Partner Acquisition Corp II, 200 Park Avenue 32nd Floor,
New York, New York 10166, attention: Global Partner Sponsor II LLC. Additional information regarding the names and interests of such participants
will be contained in the Registration Statement for the proposed business combination when available.
No Offer or Solicitation
This
Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the potential transaction and is not intended to and shall not constitute an offer to sell or a solicitation of an offer to buy the
securities of GPAC II, Stardust Power or the combined company or a solicitation of any vote or approval, nor shall there be any sale of
any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act.
SIGNATURE
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.
| Dated: February 13, 2024 |
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GLOBAL PARTNER ACQUISITION CORP II |
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By: |
/s/ Chandra R. Patel |
| |
Name: |
Chandra R. Patel |
| |
Title: |
Chief Executive Officer |
4
Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| Total Principal Amount: up to $4,000,000 |
Dated as of February 13, 2024 |
| (as set forth on the Schedule of Borrowings attached hereto) |
|
Global Partner Acquisition
Corp II, a Cayman Islands exempted company (the “Maker”), promises to pay to the order of Global Partner Sponsor II
LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the principal
sum of up to four million dollars ($4,000,000) in lawful money of the United States of America, on the terms and conditions described
below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by
the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal.
The entire unpaid principal balance of this Note shall be payable on the earlier of (i) July 14, 2024, (ii) the consummation of the Maker’s
initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with
one or more businesses or entities (a “Business Combination”) and (iii) the liquidation of the Maker. The Payee understands
that if a Business Combination is not consummated, this Note will be repaid solely to the extent that the Maker has funds available to
it outside of its trust account established in connection with its initial public offering of its securities (the “Trust Account”
and such offering, the “IPO”), and that all other amounts will be contributed to capital, forfeited, eliminated or
otherwise forgiven or eliminated. Any outstanding principal amount to date under this Note may be prepaid at any time by the Maker, at
its election and without penalty.
2. Interest.
No interest shall accrue on the unpaid principal balance of this Note.
3. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this
Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to
the reduction of the unpaid principal balance of this Note.
4. Events
of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure
to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days
following the date when due.
(b) Voluntary
Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing.
(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive
days.
5. Remedies.
(a) Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c) hereof, the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on
the part of the Payee.
6. Conversion.
Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert up to $1,750,000 of the
Total Principal Amount of this Note, in whole or in part at the option of the Payee, into warrants of the Maker (each, a “Warrant”),
at a price of $1.50 per Warrant, each Warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Maker (the
“Class A Stock”). The Warrants shall be identical to the private placement warrants issued to the Sponsor at the time
of the Maker’s IPO. As promptly as reasonably practicable after notice by the Payee to the Maker to convert the principal balance
of this Note, in whole or in part, into Warrants, which notice must be made at least five (5) business days prior to the consummation
of the Business Combination, and after the Payee’s surrender of this Note, the Maker shall have issued and delivered to the Payee,
without any charge to Payee, a warrant certificate or certificates (issued in the name(s) requested by the Payee), or shall have made
appropriate book-entry notation on the books and records of the Maker, in each case for the number of Warrants of the Maker issuable upon
the conversion of this Note.
7. Covenants
of the Maker. The Maker covenants that any Warrants issuable upon conversion of the Note, when so issued, will be validly issued,
fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof.
8. Waivers.
The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee
under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold
upon any such writ in whole or in part in any order desired by the Payee.
9. Unconditional
Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of
the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and
shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the
Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to the Maker or affecting the Maker’s liability hereunder.
10. Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing; (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may
be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party
or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.
11. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
12. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
13. Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any
kind (“Claim”) in or to any monies in, or any distribution of or from, the Trust Account, and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Payee hereby
agrees not to make any Claim against the Trust Account (including any distributions therefrom), regardless of whether such Claim arises
as a result of, in connection with or relating in any way to, this Note, or any other matter, and regardless of whether such Claim arises
based on contract, tort, equity or any other theory of legal liability. To the extent the Payee commences any action or proceeding based
upon, in connection with, relating to or arising out of any matter relating to the Maker (including this Note), which proceeding seeks,
in whole or in part, monetary relief against the Maker, the Payee hereby acknowledges and agrees that its sole remedy shall be against
funds held outside of the Trust Account and that such Claim shall not permit the Maker (or any person claiming on its behalf or in lieu
of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.
14. Tax
Treatment. In each case for U.S. federal income tax and all other applicable tax purposes, the Maker and the Payee agree to treat
this Note, to the extent permissible under applicable law, in part as an equity interest in the Maker and in part as a contingent right
to acquire Warrants (and not as indebtedness), and shall take no contrary position on any tax return or before any taxing authority unless
otherwise required by law). The Maker and the Payee shall reasonably cooperate to structure (i) any conversion of this Note in connection
with a Business Combination and (ii) any contribution, forfeiture or elimination of this Note pursuant to Section 1 in a manner that is
tax-efficient for the Maker and the Payee, taking into account the terms of any Business Combination.
15. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and
the Payee.
16. Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Maker,
intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
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Global Partner Acquisition Corp II |
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By: |
/s/ Chandra R. Patel |
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Name: |
Chandra R. Patel |
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Title: |
Chief Executive Officer |
| Agreed and Acknowledged: |
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| Global Partner Sponsor II LLC |
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| a Delaware limited liability company |
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| By: |
Antartica Endurance Manager, LLC, its
general partner |
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| By: |
/s/ Chandra R. Patel |
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| Name: |
Chandra R. Patel |
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| Title: |
Manager |
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[Signature
Page to Promissory Note]
SCHEDULE OF BORROWINGS
The following increases or decreases in this Promissory
Note have been made:
Date of Increase or
Decrease |
|
Amount of decrease in
Principal Amount of this
Promissory Note |
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Amount of increase in
Principal Amount of this
Promissory Note |
|
Principal Amount of this
Promissory Note
following such decrease
or increase |
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Exhibit 10.2
PROMISSORY NOTE EXTENSION
Dated as of February 13, 2024
Global Partner Sponsor II LLC, a Delaware limited
liability company, or its registered assigns or successors in interest (the “Payee”) and Global Partner Acquisition
Corp II, a Cayman Islands exempted company and blank check company (the “Maker”), mutually agree to further extend
the maturity of the Promissory Note dated August 1, 2022 (the “Promissory Note”), in the principal amount of up to
Two Million Dollars ($2,000,000) to the earlier of: (i) July 14, 2024, (ii) the effective date of a merger, capital share exchange, asset
acquisition, share purchase, reorganization or similar business combination, involving the Maker and one or more businesses (a “Business
Combination”), unless accelerated upon the occurrence of an Event of Default (as defined in the Promissory Note) and (iii) the
liquidation of Maker. The Payee understands that if a Business Combination is not consummated, the Promissory Note will be repaid solely
to the extent that the Maker has funds available to it outside of its trust account established in connection with its initial public
offering of its securities, and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or
eliminated. Any outstanding principal amount to date under the Promissory Note may be prepaid at any time by the Maker, at its election
and without penalty. All other terms of the Promissory Note remain unchanged by this Promissory Note Extension.
IN WITNESS WHEREOF, Maker and Payee, intending
to be legally bound hereby, has caused this Promissory Note to be duly executed on the day and year first above written.
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GLOBAL PARTNER ACQUISITION CORP II |
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By: |
/s/ Chandra R. Patel |
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Name: |
Chandra R. Patel |
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Title: |
Chief Executive Officer |
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GLOBAL PARTNER SPONSOR II LLC |
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By: |
/s/ Chandra R. Patel |
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Name: |
Chandra R. Patel |
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Title: |
Manager |
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