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 it has not yet identified.

The company expects to continue to incur 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 only activities have been 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 September 30, 2024, the company had a net income of $3,656,457, which consisted of interest earned on marketable securities held in the Trust Account of $3,799,919, partially offset by formation and operational costs of $143,462.

For the nine months ended September 30, 2024, the company had a net income of $5,367,368, which consisted of interest earned on marketable securities held in the Trust Account of $5,747,982, partially offset by formation and operational costs of $380,614.

For the three and nine months ended September 30, 2023, the company had a net loss of $616 and $1,933, respectively, which consists of formation and operational costs.

Liquidity and Capital Resources

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

Subsequent to the quarterly period covered by this report, on May 13, 2024, the company consummated the Initial Public Offering of 28,750,000 units, which includes the full exercise by the underwriter of its over-allotment option, 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 Hold Co and Cantor Fitzgerald & Co. at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $7,000,000.

Following the Initial Public Offering and the private placement, a total of $287,500,000 ($10.00 per Unit) was placed in the Trust Account. The company incurred transaction costs of $20,269,166 consisting of $5,000,000 of cash underwriting fee, $13,687,500 of deferred underwriting fee, and $1,581,666 of other offering costs.

As of September 30, 2024, the company had marketable securities held in the Trust Account of $293,247,982 (including approximately $5,747,982 of interest income and net of unrealized losses) consisting of U.S. Treasury Bills with a maturity of 185 days or less. The company had cash of $513,507 outside the Trust Account as of September 30, 2024.

The company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties to finance working capital deficits or transaction costs in connection with an intended initial Business Combination. If the company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

Off-Balance Sheet Arrangements

The company has no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of September 30, 2024.

Contractual Obligations

The company does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $5,000 per month to the affiliate of GPIAC II, LLC for office space, administrative and support services.

The underwriter is entitled to a deferred fee of (i) $0.45 per Unit sold in the base offering of the Initial Public Offering, or $11,250,000 in the aggregate, and (ii) $0.65 per Unit sold pursuant to the underwriter’s over-allotment option, or up to an additional $2,437,500 in the aggregate ($13,687,500 in total). The deferred fee will become payable to the underwriter 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 September 30, 2024 and December 31, 2023, the company did not have any critical accounting estimates to be disclosed.