Form 8-K Summary
Registrant: Global Partner Acquisition Corp. II (GPAC II), in connection with its proposed business combination with Stardust Power Inc.
Reporting period/event date: January 9, 2024. The report was signed January 16, 2024. GPAC II held an extraordinary general meeting and shareholders approved amendments extending the business-combination deadline and modifying redemption and founder-share provisions.
Business Context and Material Actions
- The deadline to complete a business combination was extended from January 14, 2024 to July 14, 2024, unless a transaction closes earlier.
- The redemption limitation prohibiting redemptions that would reduce net tangible assets below $5,000,001 was eliminated.
- The amended articles permit the Sponsor to convert Class B ordinary shares into Public Shares despite restrictions on issuing additional Public Shares.
- The Articles Amendment was filed with the Cayman Islands Registrar of Companies on January 11, 2024.
- The proposed business combination with Stardust Power remained subject to additional conditions and was not completed by this filing.
Financial and Capital Markets Metrics
- Holders of 2,137,134 Public Shares elected to redeem for approximately $11.05 per share.
- The aggregate redemption amount was approximately $23.6 million.
- Holders of 9,559,508 ordinary shares were present in person or by proxy, representing approximately 83.62% of voting power and establishing a quorum.
- In non-redemption agreements, third parties agreed not to redeem an aggregate of 1,503,254 Class A ordinary shares. In exchange, the Sponsor agreed to transfer or cause to be issued 127,777 shares for no consideration, with simultaneous forfeiture of 127,777 shares upon completion of the initial business combination.
- The filing does not provide clear values for revenue, profit, operating cash flow, margins, debt, cash balances, or remaining trust-account liquidity.
Shareholder Vote
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Extension Amendment | 9,533,581 | 22,841 | 3,186 |
| Redemption Limitation Amendment | 9,555,313 | 1,009 | 3,186 |
| Founder Conversion Amendment | 9,555,313 | 1,009 | 3,186 |
The proposals were approved. The proposed adjournment was not presented because sufficient votes were available.
Outlook, Risks, and Unusual Items
- Completion of the Stardust Power transaction was not assured and depended on shareholder and stockholder approvals, satisfaction of minimum trust-account requirements after redemptions, regulatory approvals, and other closing conditions.
- The extension provides additional time but does not guarantee that a business combination will be completed by July 14, 2024.
- Key disclosed risks include failure to complete the transaction, additional redemptions, inability to maintain Nasdaq listing, changes to the transaction structure, legal proceedings, disruption to Stardust Power’s business, employee-retention challenges, regulatory changes, and volatility in GPAC II’s securities.
- The filing contains forward-looking statements regarding the transaction, future operations, financial performance, revenues, losses, costs, and prospects. These statements are subject to substantial uncertainty.
- The Registration Statement referenced in the filing was not yet effective, and investors were advised to review the final proxy statement/prospectus and related SEC filings.
Facts Investors Should Verify
- Whether the business combination with Stardust Power was ultimately completed by the extended deadline.
- The final number of redeemed shares and the amount remaining in GPAC II’s trust account after redemptions and related expenses.
- The definitive transaction terms, including valuation, consideration, ownership, dilution, and Sponsor share transfers or forfeitures.
- Whether all shareholder, regulatory, Nasdaq-listing, and minimum-cash conditions were satisfied.
- The effective Registration Statement, definitive proxy statement/prospectus, and subsequent SEC filings for updated financial information and risk disclosures.