SEC Form 8-K Summary
Registrant: Global Partner Acquisition Corp II, identified in the request as Stardust Power Inc.
Reporting date: January 3, 2023; filed January 6, 2023.
Business Context and Reporting Period
The registrant is a Cayman Islands special purpose acquisition company. The filing reports the issuance of a promissory note to its sponsor to fund expenses related to extending the period available to complete an initial business combination.
Key Financial Terms and Metrics
- Principal amount: Up to $250,000.
- Payee: Global Partner Sponsor II LLC.
- Interest: None.
- Maturity: Due upon consummation of the company’s initial merger, stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination.
- Repayment if no business combination occurs: Limited to amounts, if any, remaining outside the company’s IPO trust account.
- Conversion feature: At the payee’s election, unpaid principal may be converted into warrants at $1.50 per warrant. Each warrant is exercisable for one Class A ordinary share and is intended to be identical to the sponsor’s private placement warrants.
- The filing does not provide revenue, profit, cash flow, operating margin, debt-to-equity, or liquidity metrics beyond the note terms.
Material Changes Versus the Prior Comparable Period
The filing discloses the creation of a new direct financial obligation of up to $250,000. No prior-period operating or financial results are presented, so broader period-over-period comparisons cannot be made.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- The note supports expenses associated with extending the company’s business-combination timeline; the filing does not state the length of the extension.
- Repayment is contingent on completion of a business combination or the availability of funds outside the trust account if no transaction is completed.
- Conversion into warrants could increase potential dilution to existing shareholders.
- The note was issued under the Securities Act Section 4(a)(2) registration exemption.
- The filing provides no revenue guidance or management outlook.
- The exhibit references are inconsistent in the provided text: Item 1.01 refers to Exhibit 10.1, while Item 9.01 lists Exhibit 99.1 as the promissory note.
Investor Verification Checklist
- Verify the executed promissory note and whether the full $250,000 has been drawn.
- Confirm the applicable business-combination extension period and related expenses.
- Review the trust-account balance and the amount of funds available outside the trust account for repayment.
- Assess the potential share and warrant dilution from any conversion of the note.
- Confirm the correct exhibit number and the registrant’s relationship, if any, to Stardust Power Inc.