Stardust Power Inc. current report, 12 May 2023

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Business Context and Reporting Period

This Form 8-K was filed by Global Partner Acquisition Corp II, a Cayman Islands special purpose acquisition company, on May 12, 2023. The filing reports an extension of the deadline to complete its initial business combination. The provided metadata identifies Stardust Power Inc., but the filing’s registrant is Global Partner Acquisition Corp II.

Key Financial and Liquidity Matters

  • The company drew $150,000 under a promissory note with Global Partner Sponsor II LLC.
  • The funds were deposited into the trust account for public shareholders.
  • The note bears no interest and matures upon closing of the initial business combination.
  • If no business combination is completed, repayment is limited to amounts remaining outside the trust account, if any.
  • Up to $1.75 million of the note’s principal may be converted, at the lender’s option, into company warrants at $1.50 per warrant.
  • The filing does not provide revenue, profit, cash flow, margin, debt-balance, or other operating-financial metrics.

Material Change Versus the Prior Period

The company extended the deadline for completing its initial business combination from May 14, 2023 to June 14, 2023. This was the first of up to nine permitted one-month extensions. The extension was funded by the $150,000 trust-account deposit.

Outlook, Risks, and Unusual Items

  • The extension provides additional time to complete the initial business combination but does not ensure that a transaction will close.
  • The company remains dependent on completing a business combination within the permitted extension period.
  • If the business combination is not completed, the note may be repaid only from funds outside the trust account, if any.
  • The lender’s conversion right could result in the issuance of additional warrants and potential dilution.
  • The filing does not provide specific management guidance, transaction terms, operating outlook, or contingency estimates.

Facts Investors Should Verify

  • Whether the initial business combination was completed by June 14, 2023 or under a later permitted extension.
  • The total principal outstanding under the sponsor promissory note, including any subsequent draws or conversions.
  • The amount remaining in the trust account and any shareholder redemptions.
  • The identity, terms, and status of the proposed business combination.
  • Any subsequent warrant issuance, dilution, or repayment obligations related to the note.