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.
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