Filing Summary
Business Context and Reporting Period
Global Partner Acquisition Corp II, a Cayman Islands special purpose acquisition company (SPAC), filed this Form 8-K under Item 4.02 regarding non-reliance on previously issued financial statements. The report is dated November 18, 2021, and was signed on November 22, 2021. The filing does not identify Stardust Power Inc. as the registrant.
Financial Metrics and Liquidity
- The filing does not provide revenue, profit, operating cash flow, margins, debt, or other operating metrics.
- The accounting change relates to the classification of redeemable Class A ordinary shares issued in the IPO.
- The company stated that the change is not expected to affect its cash position or the balance held in its trust account.
- The filing does not provide a clear value for the affected shares or the amount of the reclassification.
Material Changes Versus Prior Periods
While preparing its third-quarter 2021 Form 10-Q for the period ended September 30, 2021, the company determined that all redeemable Class A ordinary shares should have been classified as temporary equity at their aggregate redemption value. The company had previously considered the net tangible asset requirement of $5,000,001 when determining the classification.
The company initially presented the adjustment as a revision. It subsequently determined that, because of the quantitative materiality, the matter constituted an error requiring restatement. The following previously issued financial statements should no longer be relied upon:
- The audited balance sheet as of January 14, 2021, included in a Form 8-K filed January 21, 2021.
- The unaudited condensed financial statements for the period ended March 31, 2021, included in the Form 10-Q filed May 20, 2021.
- The unaudited condensed financial statements for the periods ended June 30, 2021, included in the Form 10-Q filed August 11, 2021.
The company planned to restate those financial statements in an amendment to its third-quarter Form 10-Q and file the amendment as soon as reasonably practical.
Guidance, Risks, Contingencies, and Unusual Items
- Management concluded that its disclosure controls and procedures were not effective during the affected periods to the extent internal controls failed to classify the full aggregate value of the Class A ordinary shares as temporary equity.
- The control deficiency represents a material weakness in internal control over financial reporting.
- The company discussed the matter with its independent registered public accounting firm and accounting advisors.
- No impact on cash or trust-account balances was expected, but the filing does not provide updated restated balances.
Key Facts for Investors to Verify
- Confirm the subsequent amendment to the third-quarter 2021 Form 10-Q and the final restated financial statements.
- Verify the amount reclassified from permanent equity to temporary equity and the related effects on additional paid-in capital, accumulated deficit, and ordinary shares.
- Assess whether the material weakness was remediated and whether subsequent filings describe additional control deficiencies.
- Confirm that the cash position and trust-account balance were unaffected after the restatement.
- Clarify the relationship, if any, between Global Partner Acquisition Corp II and Stardust Power Inc., since Stardust Power is not named as the registrant in this filing.