Stardust Power / Global Partner Acquisition Corp. II — Q1 2024 Form 10-Q
Filing identity: Despite the request metadata, the filing is by Global Partner Acquisition Corp. II (GPAC II), a special purpose acquisition company, not by Stardust Power Inc. It reports the three months ended March 31, 2024. GPAC II had entered into a business combination agreement with Stardust Power in November 2023.
Business context and transaction
GPAC II had no operating business or revenue; its activities were seeking and pursuing a business combination. The proposed transaction contemplated GPAC II becoming a Delaware corporation, merging with Stardust Power and changing its name to Stardust Power Inc. On April 24, 2024, after quarter-end, the parties amended the agreement, including the definitions of “Equity Value” and “Alternative Financing.” The filing expected closing in the first half of 2024, before the July 14, 2024 deadline, subject to shareholder approval and other conditions.
Financial highlights
| Metric | Q1 2024 / March 31, 2024 | Comparable / prior date |
|---|---|---|
| Revenue | $0 | $0 in Q1 2023 |
| General and administrative expenses | $2.091 million | $1.078 million in Q1 2023 |
| Net income (loss) | $(2.459) million | $0.914 million in Q1 2023 |
| Operating cash flow | $(0.481) million | $(0.567) million in Q1 2023 |
| Cash outside Trust Account | $2,000 | $22,000 at December 31, 2023 |
| Cash held in Trust Account | $20.209 million | $43.704 million at December 31, 2023 |
| Working capital | Deficit of approximately $9.927 million | — |
| Total current liabilities | $10.049 million | $7.872 million at December 31, 2023 |
| Total liabilities | $21.527 million | $18.709 million at December 31, 2023 |
| Shareholders’ deficit | $(21.405) million | $(18.673) million at December 31, 2023 |
No operating margin is meaningful because GPAC II reported no revenue. Q1 net loss included $2.091 million of general and administrative expenses, $273,000 of Trust Account interest income, and a $641,000 loss from the change in warrant fair value.
Current liabilities included $755,000 of related-party promissory notes, $3.187 million of extension promissory notes, and $6.105 million of accrued liabilities. The $10.5 million deferred underwriting commission remained on the balance sheet; the underwriters agreed to waive it in connection with completion of the business combination. The filing reported no long-term debt or lease obligations.
Material changes and unusual items
- At the January 2024 extension meeting, holders redeemed 2,137,134 Class A shares for approximately $23.615 million. Remaining public shares subject to redemption fell to 1,794,585.
- GPAC II recorded a $2.961 million credit to operating expenses in Q1 2023 from creditor settlements and releases; there was no comparable settlement gain in Q1 2024. This contributed to the swing from prior-year income to a Q1 2024 loss.
- GPAC II drew approximately $461,000 under its Sponsor extension note during Q1. It also disclosed an additional $130,406 borrowing after quarter-end to fund working capital.
- On April 5, 2024, the Sponsor converted 7.4 million Class B shares into Class A shares. As of May 15, total outstanding shares were 9,194,585 Class A and 100,000 Class B.
Liquidity, outlook, and risks
Management disclosed substantial doubt about GPAC II’s ability to continue as a going concern. With only $2,000 of unrestricted cash and a $9.927 million working capital deficit at March 31, the company relied on Sponsor financing and the proposed transaction. Management cautioned that financing might be inadequate and that the combination might not close by July 14, 2024. If no combination is completed by that date and no further extension is obtained, GPAC II must wind up and redeem public shares from the Trust Account, subject to the filing’s stated terms.
- Nasdaq: Nasdaq issued delisting notices concerning the SPAC’s combination deadline and failure to hold a timely annual meeting. The hearing panel granted an extension through June 3, 2024, potentially extendable but no later than July 14, 2024.
- Transaction costs and funding: Estimated business-combination expenses were approximately $10 million, excluding the $10.5 million deferred underwriting commission waiver. Redemptions, transaction costs, and any need for additional financing could affect cash available to the combined company and dilute existing holders.
- Other risks: The filing cited uncertainty related to financial-institution access, COVID-19, and geopolitical conflicts. It also warned that issuing equity or debt in the transaction could dilute shareholders or constrain the combined company.
Most important facts for investors to verify
- Confirm the transaction’s actual closing status, final consideration and equity value, financing sources, and closing conditions in later filings.
- Verify available cash after redemptions, transaction expenses, and any additional financing; the reported $20.209 million Trust Account balance is not equivalent to unrestricted operating cash.
- Check the outcome of Nasdaq’s extension and listing compliance, and whether GPAC II obtained any further extension beyond July 14, 2024.
- Review the Sponsor-note balances and terms: the filing reports $3.187 million of extension notes on the March 31 balance sheet, while some narrative disclosures give inconsistent figures for related-party note balances.
- Confirm the deferred underwriting commission waiver and the combined company’s final share count and dilution from founder shares, warrants, redemptions, and financing.