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United States securities and exchange commission logo
January 5, 2021
Paul Zepf
Chief Executive Officer
Global Partner Acquisition Corp II
7 Rye Ridge Plaza, Suite 350
Rye Brook, NY 10573
Re: Global Partner
Acquisition Corp II
Amendment No. 1 to
Form S-1
Filed December 31,
2020
File No. 333-251558
Dear Mr. Zepf:
We have reviewed your amended registration statement and have the
following
comment. In our comment, we may ask you to provide us with information
so we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to the comment, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
December 17, 2020 letter.
Amendment No. 1 to Form S-1
Part II
Exhibits and Financial Statement Schedules, page II-3
1. We note that the Units
being registered have contingent rights as part of the unit. Please
revise your legality
opinion to also opine upon the contingent rights.
You may contact Ameen Hamady at 202-551-3891 or Kristina Marrone
at 202-551-
3429 if you have questions regarding comments on the financial
statements and related
Paul Zepf
Global Partner Acquisition Corp II
January 5, 2021
Page 2
matters. Please contact David Link at 202-551-3356 or Pam Howell at
202-551-3357 with any
other questions.
Sincerely,
FirstName LastNamePaul Zepf
Division of Corporation
Finance
Comapany NameGlobal Partner Acquisition Corp II
Office of Real Estate &
Construction
January 5, 2021 Page 2
cc: Richard Baumann
FirstName LastName