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 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 only activities have been organizational, 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 $3,799,919 in interest earned on marketable securities held in the trust account, partially offset by $143,462 in formation and operational costs.

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

For the three and nine months ended September 30, 2023, the company had a net loss of $616 and $1,933 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 sold 7,000,000 private placement warrants to the sponsor and Cantor Fitzgerald & Co. at $1.00 per warrant, generating an additional $7,000,000.

A total of $287,500,000 was placed in the trust account following the initial public offering and private placement. The company incurred $20,269,166 in transaction costs, including $5,000,000 in cash underwriting fees, $13,687,500 in deferred underwriting fees, and $1,581,666 in other offering costs.

As of September 30, 2024, the company had $293,247,982 in marketable securities held in the trust account and $513,507 in cash. The company intends to use the funds in the trust account to complete its initial business combination, with any remaining proceeds used as working capital.

The company may need to raise additional capital through loans or investments to finance working capital deficits or transaction costs related to a business combination. The company’s officers, directors, and sponsor may provide such financing, but are not obligated to do so. 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 transaction, and reducing overhead.

Off-Balance Sheet Arrangements and Contractual Obligations

The company has no off-balance sheet arrangements as of September 30, 2024. Its only significant contractual obligation is an agreement to pay $5,000 per month to an affiliate of the sponsor for office space, administrative, and support services until the earlier of the completion of a business combination or the company’s liquidation.

The underwriter is also entitled to a deferred fee of up to $13,687,500, payable from the trust account upon completion of a business combination.

Critical Accounting Estimates

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

In summary, GPIAC II, LLC is a blank check company that has not yet engaged in any operations or generated revenue. It is focused on identifying and completing a business combination, which it expects will require significant costs. The company has sufficient funds from its initial public offering to pursue this goal, but may need to raise additional capital if its estimates prove insufficient. Overall, the company’s financial position and performance to date have been in line with its stated objectives as a special purpose acquisition company.