Item 5. Other Information
ITEM
5. OTHER INFORMATION
None.
28
ITEM
6. EXHIBITS
Exhibit
Number
Description
3.1
Amended and Restated Memorandum and Articles of Association. (1)
4.1
Specimen Unit Certificate (2)
4.2
Specimen Class A Ordinary Share Certificate (2)
4.3
Specimen Warrant Certificate (3)
4.4
Warrant Agreement, dated January 11, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)
4.5
Contingent Rights Agreement, dated January 11, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. (1)
10.1
Investment Management Trust Agreement, January 11, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)
10.2
Registration and Shareholder Rights Agreement, dated January 11, 2021, by and among the Company and the Global Partner Sponsor II LLC. (1)
10.3
Private Placement Warrants Purchase Agreement, dated January 11, 2021, by and between the Company and Global Partner Sponsor II LLC. (1)
10.4
Form of Indemnity Agreement (2)
10.5
Promissory Note, dated August 20, 2020, issued to Global Partner Sponsor II LLC (2)
10.6
Securities Subscription Agreement, dated as of November 11, 2020, Between The Company and the Sponsor. (2)
10.7
Letter Agreement, dated January 11, 2021, by and among the Company, its officers, directors and Global Partner Sponsor II LLC. (1)
10.8
Administrative Services Agreement, dated January 11, 2021, by and between the Company and Global Partner Sponsor II LLC. (1)
31.1
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1*
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2*
Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS
Inline
XBRL Instance Document.
101.SCH
Inline
XBRL Taxonomy Extension Schema Document.
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Furnished
herewith
(1) Incorporated
by reference to the Company’s current report on Form 8-K, filed with the SEC on January 15, 2021.
(2) Incorporated
by reference to the Company’s registration statement on Form S-1, filed on December 21, 2020.
(3) Incorporated
by reference to the Company’s registration statement on Form S-1/A, filed on December 31, 2020.
29
SIGNATURES
In
accordance with 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 thereunto duly authorized.
GLOBAL
PARTNER ACQUISITION CORP II
Dated:
December 23, 2021
/s/
Paul J. Zepf
Name:
Paul J. Zepf
Title:
Chairman of the Board of Directors and
Chief
Executive Officer
(Principal
Executive Officer)
Dated:
December 23, 2021
/s/
David Apseloff
Name:
David Apseloff
Title:
Chief Financial Officer
(Principal
Financial and Accounting Officer)
30
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.