Filing Summary
Registrant and period: The filing identifies the registrant as Global Partner Acquisition Corp II, a Cayman Islands special purpose acquisition company; the request metadata identifies Stardust Power Inc., but that company is not named as the registrant in the provided filing. The report covers events beginning January 11, 2021, with the IPO closing on January 14, 2021, and the Form 8-K signed January 15, 2021.
Business Context and Transaction
The SEC declared the company’s IPO registration statement effective on January 11, 2021. The company subsequently completed an IPO of 30,000,000 units at $10.00 per unit. Each unit included one Class A ordinary share, one-sixth of a redeemable warrant, and a contingent right to receive, in certain circumstances, an additional one-sixth of a redeemable warrant.
- Gross IPO proceeds were $300.0 million before underwriting commissions and offering expenses.
- Each whole public warrant entitles its holder to purchase one Class A ordinary share for $11.50.
- The underwriters fully exercised their option to purchase 2,500,000 additional units.
- The company entered into underwriting, warrant, contingent rights, trust, shareholder rights, private placement, administrative services, and related agreements.
Financial Metrics, Liquidity, and Capitalization
- Revenue, profit, and margins: The filing does not provide operating revenue, net income, earnings per share, margins, or comparable-period results.
- Cash flow: The filing does not provide a statement of cash flows or cash-flow metrics.
- Private placement: The sponsor purchased 5,566,667 private placement warrants at $1.50 per warrant, generating stated gross proceeds of $8.35 million. No underwriting discounts or commissions were paid on this sale.
- Trust account: $300.0 million was placed in a U.S.-based trust account. The filing states that this consisted of $294.0 million of IPO proceeds, including $10.5 million of deferred underwriting commissions, and $6.0 million from private placement warrant proceeds.
- Debt: No debt or borrowing balance is disclosed in the provided filing.
- Liquidity restrictions: Trust funds generally cannot be released until completion of an initial business combination, specified shareholder redemptions, or liquidation if no business combination is completed within 24 months after the IPO closing, subject to applicable provisions.
Material Changes and Governance
- The company filed amended and restated memorandum and articles of association effective January 11, 2021.
- Seven directors were appointed: Pano Anthos, Andrew Cook, Gary DiCamillo, Claudia Hollingsworth, William Kerr, James McCann, and Jay Ripley.
- The company’s securities were listed on Nasdaq under the symbols GPACU, GPAC, and GPACW for units, Class A ordinary shares, and warrants, respectively.
Outlook, Risks, and Unusual Items
The filing does not provide business-combination guidance, financial forecasts, revenue outlook, or management operating commentary. As a SPAC, the principal disclosed contingency is the requirement to complete an initial business combination within 24 months of the IPO closing, unless the period is extended through a shareholder vote. If no qualifying transaction is completed, public shares are generally subject to redemption in accordance with the governing documents.
Private placement warrants have transfer restrictions until 30 days after completion of the initial business combination, subject to permitted transfers, and may have redemption terms different from the public warrants. The filing also describes contingent warrant rights attached to the ordinary shares that are not separately transferable.
Investor Verification Checklist
- Verify whether this filing relates to Global Partner Acquisition Corp II rather than Stardust Power Inc.
- Review the trust agreement and amended articles for redemption rights, liquidation provisions, and the 24-month business-combination deadline.
- Reconcile the stated $8.35 million private placement proceeds with the $6.0 million amount reported as deposited into the trust account.
- Review the underwriting agreement for the $10.5 million deferred underwriting commission and other offering expenses.
- Examine the warrant and contingent rights agreements for exercise, redemption, dilution, and transfer terms.
- Monitor any subsequent filings identifying the target business combination and changes in the company’s capital structure.