Filing Summary
Business Context and Reporting Period
This Form 8-K was filed by Global Partner Acquisition Corp II, a Cayman Islands special purpose acquisition company. The report is dated April 14, 2023, with an earliest reported event date of April 12, 2023. Although the request metadata identifies Stardust Power Inc., that company is not the registrant named in the filing.
Material Financial and Liquidity Information
- The company drew $150,000 under a January 13, 2023 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 company’s 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 warrants would be identical to the sponsor’s private placement warrants issued at the initial public offering.
- The filing does not provide revenue, profit, cash flow, margin, debt-balance, or other operating financial metrics.
Material Change Versus the Prior Period
The $150,000 draw and trust-account deposit enabled the company to extend its deadline to complete an initial business combination from April 14, 2023 to May 14, 2023. This was the first of nine one-month extensions permitted under the company’s amended and restated memorandum and articles of association.
Guidance, Outlook, Risks, and Unusual Items
- The extension provides additional time to complete the initial business combination; the filing does not identify a target, transaction terms, or expected closing date.
- The note creates a direct financial obligation and includes potential warrant dilution if converted.
- Failure to complete a business combination could limit repayment of the note to funds outside the trust account, if any.
- No additional guidance or management outlook is provided.
Key Facts for Investors to Verify
- Confirm the registrant’s identity and whether the filing is relevant to Stardust Power Inc.
- Verify the $150,000 draw and its deposit into the shareholder trust account.
- Review the applicable deadline-extension provisions and whether subsequent extensions or a business combination occurred.
- Assess the potential impact of conversion of up to $1.75 million of principal into warrants at $1.50 per warrant.
- Review available trust-account balances and amounts outside the trust account, which are relevant to note repayment if no transaction is completed.