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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/12/24 Global Partner Acq Corp. II S-4 56:15M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-4 Registration Statement - Securities for a Merger HTML 5.00M
2: EX-10.22 Material Contract HTML 38K
3: EX-10.23 Material Contract HTML 89K
4: EX-10.24 Material Contract HTML 101K
5: EX-21.1 Subsidiaries List HTML 16K
6: EX-23.1 Consent of Expert or Counsel HTML 16K
7: EX-23.2 Consent of Expert or Counsel HTML 16K
8: EX-23.3 Consent of Expert or Counsel HTML 17K
11: EX-FILING FEES Filing Fees HTML 35K
9: EX-99.2 Miscellaneous Exhibit HTML 16K
10: EX-99.3 Miscellaneous Exhibit HTML 16K
17: R1 Cover Page HTML 52K
18: R2 Condensed Balance Sheets HTML 122K
19: R3 Condensed Balance Sheets (Parentheticals) HTML 51K
20: R4 Condensed Statements of Operations (Unaudited) HTML 78K
21: R5 Condensed Statements of Changes in Shareholders' HTML 46K
Deficit (Unaudited)
22: R6 Condensed Statements of Changes in Shareholders' HTML 22K
Deficit (Unaudited) (Parentheticals)
23: R7 Condensed Statements of Cash Flows (Unaudited) HTML 97K
24: R8 Condensed Statements of Cash Flows (Unaudited) HTML 18K
(Parentheticals)
25: R9 Description of Organization and Business HTML 54K
Operations
26: R10 Summary of Significant Accounting Policies HTML 111K
27: R11 Public Offering HTML 31K
28: R12 Related Party Transactions HTML 51K
29: R13 Accounting for Warrant Liability HTML 81K
30: R14 Trust Account and Fair Value Measurement HTML 42K
31: R15 Shareholders' Deficit HTML 30K
32: R16 Commitments and Contingencies HTML 29K
33: R17 Subsequent Events HTML 35K
34: R18 Accounting Policies, by Policy (Policies) HTML 145K
35: R19 Summary of Significant Accounting Policies HTML 68K
(Tables)
36: R20 Accounting for Warrant Liability (Tables) HTML 78K
37: R21 Trust Account and Fair Value Measurement (Tables) HTML 36K
38: R22 Description of Organization and Business HTML 97K
Operations (Details)
39: R23 Summary of Significant Accounting Policies HTML 61K
(Details)
40: R24 Summary of Significant Accounting Policies HTML 56K
(Details) - Schedule of Earnings Per Share
41: R25 Summary of Significant Accounting Policies HTML 51K
(Details) - Schedule of Ordinary Shares Subject to
Redemption Consist
42: R26 Public Offering (Details) HTML 80K
43: R27 Related Party Transactions (Details) HTML 151K
44: R28 Accounting for Warrant Liability (Details) HTML 29K
45: R29 Accounting for Warrant Liability (Details) - HTML 50K
Schedule of Warrant Liabilities that are Measured
at Fair Value on a Recurring Basis
46: R30 Accounting for Warrant Liability (Details) - HTML 33K
Schedule of changes in the fair value of warrant
liabilities
47: R31 Trust Account and Fair Value Measurement (Details) HTML 31K
48: R32 Trust Account and Fair Value Measurement (Details) HTML 25K
- Schedule of Fair Values of its Investments are
Determined by Level 1 Inputs Utilizing Quoted
Prices (Unadjusted) in Active Markets for
Identical Assets or Liabilities
49: R33 Shareholders' Deficit (Details) HTML 50K
50: R34 Commitments and Contingencies (Details) HTML 21K
51: R35 Subsequent Events (Details) HTML 66K
54: XML IDEA XML File -- Filing Summary XML 92K
52: XML XBRL Instance -- d656463ds4_htm XML 1.21M
53: EXCEL IDEA Workbook of Financial Report Info XLSX 111K
13: EX-101.CAL XBRL Calculations -- gpac-20230930_cal XML 86K
14: EX-101.DEF XBRL Definitions -- gpac-20230930_def XML 634K
15: EX-101.LAB XBRL Labels -- gpac-20230930_lab XML 800K
16: EX-101.PRE XBRL Presentations -- gpac-20230930_pre XML 681K
12: EX-101.SCH XBRL Schema -- gpac-20230930 XSD 137K
55: JSON XBRL Instance as JSON Data -- MetaLinks 327± 478K
56: ZIP XBRL Zipped Folder -- 0001193125-24-007673-xbrl Zip 3.42M
| EX-FILING FEES |
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-4
(Form Type)
Global Partner Acquisition Corp II
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type (1) |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||||
| Fees to Be Paid |
Equity | Combined Company Common Stock(2)(4) | Other(7) | 5,922,362 | N/A | $65,530,936(7) | 0.0001476 | $9,672.37 | ||||||||
| Fees to Be Paid |
Equity | Combined Company Common Stock(3)(4) | Other(8) | 45,000,000 | N/A | $150(8) | 0.0001476 | $0.02 | ||||||||
| Fees to Be Paid |
Equity | Warrants to acquire Combined Company Common Stock(5)(4) |
Other(9) | 10,566,602 | N/A | $903,444.47(9) | 0.0001476 | $133.35 | ||||||||
| Fees to Be Paid |
Equity | Combined Company Common Stock issuable upon exercise of warrants(6)(4) |
Other(10) | 10,566,602 | N/A | $121,515,923.00(10) | 0.0001476 | $17,935.75 | ||||||||
| Total Offering Amounts | $187,950,453.00 | $27,741.49 | ||||||||||||||
| Total Fees Previously Paid | — | |||||||||||||||
| Total Fee Offsets | — | |||||||||||||||
| Net Fee Due | $27,741.49 | |||||||||||||||
| (1) | Prior to the consummation of the business combination (the “Business Combination”) described in the proxy statement/prospectus forming part of this registration statement, the registrant, Global Partner Acquisition Corp II, a Cayman Islands exempted company (“GPAC II”), intends to effect a deregistration under Part XII of the Cayman Islands Companies Act (Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which GPAC II’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication (as defined in the proxy statement/prospectus). |
| (2) | The number of shares of common stock of the Combined Company being registered represents (i) the 1,794,585 GPAC II Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”) (ii) 4,000,000 GPAC II Class B ordinary shares, par value $0.0001 per share (the “Class B Shares”), that were registered pursuant to the Registration Statement on Form S-1 (File No. 333-51558) and (iii) 127,777 shares that will be issued to certain holders pursuant to non-redemption agreements. The Class B Shares shall convert automatically, on a one-for-one basis into Class A Shares in accordance with the Amended and Restated Articles of Association (the “Class B Conversion”) and the Sponsor Letter Agreement or earlier at the election of the holder. In connection with the Domestication, each Class A Share outstanding will immediately, prior to the effective time of the Domestication and following the Class B Conversion, convert automatically, on a one-for-one basis into one (1) share of common stock, par value $0.0001 per share of GPAC II (the “GPAC II Common Stock”) before Closing (as defined in the proxy statement/prospectus), which will then become Combined Company Common Stock (as defined in the proxy statement/prospectus) following the Closing. |
| (3) | The number of shares of common stock of the Combined Company being registered represents (i) the 39,498,799 shares of the Combined Company Common Stock to be issued in connection with the Business Combination described herein to holders of capital stock of Stardust Power Inc. (“Stardust Power”), (ii) 616,438 shares of the Combined Company Common Stock to be issued in connection with the Business Combination upon the Company SAFE Conversions (as defined in the proxy statement/prospectus) and (iii) 4,884,763 shares of the Combined Company Common Stock to be issued in connection with the Business Combination upon the conversion of Stardust Power Restricted Stock (as defined in the proxy statement/prospectus). |
| (4) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (5) | The number of redeemable warrants to acquire shares of the Combined Company Common Stock being registered represents the (i) 4,999,935 redeemable warrants to acquire Public Shares (as defined in the proxy statement/prospectus) that were registered pursuant to the IPO registration statement and underlie the units offered by GPAC II in its initial public offering (the “GPAC II Public Warrants”), which will be converted by operation of law into redeemable warrants to acquire shares of the Combined Company Common Stock in the Domestication and (ii) 5,566,667 private placement warrants of GPAC II issued in connection with GPAC II’s initial public offering (the “GPAC II Private Warrants”), which will automatically convert by operation of law into redeemable warrants to acquire shares of the Combined Company Common Stock in the Domestication. |
| (6) | Represents 10,566,602 shares of the Combined Company Common Stock to be issued upon the exercise of the GPAC II Public Warrants and the GPAC II Private Warrants, which will automatically convert by operation of law into redeemable warrants to acquire shares of the Combined Company at the time of the Business Combination. |
| (7) | Calculated in accordance with Rule 457(f)(1) under the Securities Act, based on the average of the high and low prices of the Class A Shares on the Nasdaq Capital Market (“Nasdaq”) on January 10, 2024 ($11.065 per Class A Share). |
| (8) | Calculated in accordance with Rule 457(f)(2) of the Securities Act. Stardust Power is a private company, no market exists for its securities, and it has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of Stardust Power’s securities expected to be exchanged in connection with the Business Combination described herein, including the Stardust Power securities issuable upon the exercise of options and warrants. |
| (9) | Calculated in accordance with Rule 457(f)(1) of the Securities Act, based on the average of the high and low prices of the GPAC II Public Warrants on Nasdaq on January 10, 2024 ($0.0855 per Public Warrant). |
| (10) | Calculated in accordance with Rule 457(g)(1) under the Securities Act, based on the exercise price of the warrants ($11.50 per share) |
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/12/24 | 425 | ||
| 1/10/24 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/08/24 Global Partner Acq Corp. II S-4/A 46:11M Donnelley … Solutions/FA 5/07/24 Global Partner Acq Corp. II S-4/A 63:13M Donnelley … Solutions/FA 4/19/24 Global Partner Acq Corp. II S-4/A 51:11M Donnelley … Solutions/FA 3/25/24 Global Partner Acq Corp. II S-4/A 3/22/24 48:11M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/13/23 Global Partner Acq Corp. II 8-K:1,9 12/08/23 12:289K EdgarAgents LLC/FA 1/18/23 Global Partner Acq Corp. II 8-K:1,2,5,9 1/11/23 16:701K EdgarAgents LLC/FA 1/06/23 Global Partner Acq Corp. II 8-K:1,2,9 1/03/23 12:286K EdgarAgents LLC/FA 8/05/22 Global Partner Acq Corp. II 8-K:1,2,9 8/01/22 12:286K EdgarAgents LLC/FA 1/15/21 Global Partner Acq Corp. II 8-K:1,3,5,8 1/11/21 12:1.1M EdgarAgents LLC/FA 12/31/20 Global Partner Acq Corp. II S-1/A 11:1M EdgarAgents LLC/FA 12/21/20 Global Partner Acq Corp. II S-1 20:4.5M EdgarAgents LLC/FA |