Overview

GPIAC II, LLC is a blank check company incorporated in the Cayman Islands on November 23, 2020. The company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that have not yet been identified.

The company expects to continue incurring significant costs in the pursuit of its acquisition plans, but cannot assure that its plans to complete a Business Combination will be successful.

Results of Operations

GPIAC II, LLC has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational activities, preparing for the Initial Public Offering, and identifying a target company for a Business Combination. The company does not expect to generate any operating revenues until after the completion of its Business Combination.

For the three months ended June 30, 2024, the company had a net income of $1,770,649, which consisted of $1,948,063 in interest earned on marketable securities held in the Trust Account, partially offset by $177,414 in formation and operational costs.

For the six months ended June 30, 2024, the company had a net income of $1,710,911, which consisted of $1,948,063 in interest earned on marketable securities held in the Trust Account, partially offset by $237,152 in formation and operational costs.

For the three and six months ended June 30, 2023, the company had a net loss of $617 and $1,317, respectively, which consisted of formation and operational costs.

Liquidity and Capital Resources

Prior to the Initial Public Offering, the company’s only source of liquidity was an initial purchase of Class B ordinary shares by the Sponsor and loans from the Sponsor.

On May 13, 2024, the company consummated the Initial Public Offering of 28,750,000 units at $10.00 per unit, generating gross proceeds of $287,500,000. Simultaneously, the company consummated the sale of 7,000,000 Private Placement Warrants to the Sponsor HoldCo and Cantor Fitzgerald & Co. at $1.00 per warrant, generating gross proceeds of $7,000,000.

Following the Initial Public Offering and private placement, a total of $287,500,000 was placed in the Trust Account. The company incurred transaction costs of $20,269,166, consisting of $5,000,000 in cash underwriting fees, $13,687,500 in deferred underwriting fees, and $1,581,666 in other offering costs.

As of June 30, 2024, the company had $289,448,063 in marketable securities held in the Trust Account (including $1,948,063 in interest income and net of unrealized losses) and $571,765 in cash. The company intends to use the funds held in the Trust Account to complete its initial Business Combination, with any remaining proceeds used as working capital to finance the operations of the target business, make other acquisitions, and pursue growth strategies.

The company may need to raise additional capital through loans or investments from its Sponsor, shareholders, officers, directors, or third parties to finance working capital deficits or transaction costs related to a Business Combination. If the company is unable to raise additional capital, it may be required to take measures to conserve liquidity, which could include curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. This raises substantial doubt about the company’s ability to continue as a going concern for a reasonable period of time.

Off-Balance Sheet Arrangements and Contractual Obligations

The company has no off-balance sheet arrangements as of June 30, 2024. Its only contractual obligation is an agreement to pay $5,000 per month to an affiliate of the Sponsor for office space, administrative and support services, which will continue until the earlier of the completion of the Business Combination and the company’s liquidation.

The underwriter is also entitled to a deferred fee of up to $13,687,500, payable from the amounts held in the Trust Account solely in the event that the company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Estimates

As of June 30, 2024 and December 31, 2023, the company did not have any critical accounting estimates to be disclosed.