Stardust Power / Global Partner Acquisition Corp. II — 2023 Form 10-K summary
Important entity clarification: The filing is Global Partner Acquisition Corp. II (GPAC II), a Cayman Islands SPAC—not an operating-company 10-K filed by Stardust Power Inc. It reports the year ended December 31, 2023, and discusses GPAC II’s proposed business combination with Stardust Power. The audited financial statements are GPAC II’s.
Business context and reporting period
GPAC II was formed to acquire a business and had no operating revenue or business operations as of December 31, 2023. On November 21, 2023, it agreed to combine with Stardust Power, a lithium-focused company. The proposed transaction involves GPAC II’s domestication in Delaware and two mergers; at closing, the public company is expected to take the Stardust Power name.
Key financial metrics
| Metric | 2023 | 2022 |
|---|---|---|
| Revenue | $0 | $0 |
| General and administrative expenses | $5.230 million | $1.984 million |
| Gain from settlement and release of liabilities | $2.961 million | None reported |
| Income from trust cash and investments | $2.278 million | $4.600 million |
| Change in warrant fair value | $0 | $12.453 million gain |
| Net income | $139,000 | $15.069 million |
| Net cash used in operating activities | $975,000 | $1.526 million |
The 2023 profit reflected a $2.961 million liability-settlement credit and trust interest; it should not be read as operating profitability. The much higher 2022 net income included a large non-cash gain from warrant revaluation. The filing reports no operating margins because GPAC II had no revenue.
At year-end 2023, GPAC II reported $22,000 of cash outside the trust, $7.872 million of current liabilities, $7.836 million of negative working capital, and a $18.673 million shareholders’ deficit. The trust held $43.704 million, corresponding to 3,931,719 public shares classified as subject to possible redemption. Related-party notes totaled approximately $3.481 million: $755,000 under a sponsor note and $2.726 million under extension financing. A $10.5 million deferred underwriting commission was also recorded as a liability at year-end; the filing says the underwriters later agreed to waive it in connection with the transaction.
Operating cash outflow improved by approximately $551,000 year over year. Cash outside the trust fell from $101,000 to $22,000. GPAC II had no reported long-term debt, capital leases, operating leases, or off-balance-sheet financing arrangements.
Material changes versus 2022
- Operating expenses increased to $5.230 million from $1.984 million, including higher transaction-search, professional, governance, and reporting costs.
- Net income fell to $139,000 from $15.069 million, principally because 2022 included a $12.453 million warrant fair-value gain while 2023 did not.
- Trust assets declined substantially after 26,068,281 shares were redeemed in January 2023 for approximately $265.1 million. A further 2,137,134 shares were redeemed in January 2024 for approximately $23.6 million, leaving 1,794,585 public shares and approximately $19.958 million in the trust.
- GPAC II reported a $2.961 million 2023 credit from settlements and releases with creditors, reducing accrued liabilities.
Transaction, outlook, and principal risks
- The proposed Stardust Power transaction is based on a $450 million enterprise value, subject to adjustments, with a potential $50 million earnout based on milestones. The agreement also provides for five million additional shares if specified stock-price or change-of-control conditions are met. The post-closing equity incentive reserve is expected to equal 10% of shares outstanding immediately after closing.
- Management expected closing in the first half of 2024, subject to shareholder approvals, an effective registration statement, regulatory conditions, Nasdaq listing approval, and other customary conditions. This is a stated expectation, not a guarantee.
- At the January 2024 extension meeting, shareholders extended the business-combination deadline to July 14, 2024 and approved changes removing the net-tangible-asset redemption limitation and permitting founder-share conversion into public shares. Sponsor-related non-redemption agreements covered 1,503,254 shares in exchange for a transfer/issuance and forfeiture of 127,777 shares each, as described in the filing.
- Nasdaq had issued delisting notices based on the SPAC’s failure to complete a combination within 36 months and its failure to hold a required annual meeting. GPAC II requested a hearing; the filing states that the hearing was scheduled for April 2, 2024, and that continued listing was uncertain.
- The auditor issued an unqualified opinion but highlighted substantial doubt about GPAC II’s ability to continue as a going concern. With only $22,000 of year-end cash outside the trust, significant liabilities, and a deadline to complete a transaction, the company depended on sponsor financing and successful closing. Failure to complete a combination by the deadline could result in liquidation; warrants could expire worthless.
- The filing identifies substantial redemptions, financing availability, transaction completion and timing, Nasdaq listing, creditor claims against the trust, sponsor and management conflicts, dilution, and the early-stage nature of Stardust Power as material risks. Sponsor ownership was reported at approximately 80.69% after the January 2024 redemptions, giving it substantial voting influence.
- Management reported no material weakness in disclosure controls as of December 31, 2023, while also describing continued work to improve accounting processes for complex financial instruments. The auditor did not attest to internal-control effectiveness.
Most important facts for investors to verify
- Confirm the latest transaction status, final terms, closing conditions, share count, earnout provisions, and actual post-redemption cash available to the combined company.
- Check the outcome of the Nasdaq hearing and any subsequent listing or annual-meeting compliance developments.
- Review the latest audited Stardust Power financial statements and disclosures on its development plans, funding needs, and operating risks; this filing does not provide a clear summary of Stardust Power’s operating financial results.
- Reconcile sponsor-note balances, transaction expenses, the underwriters’ fee waiver, and any additional financing or dilution at closing.
- Assess potential trust-account creditor claims, sponsor indemnity capacity, and the effects of sponsor control and related-party arrangements.