Business Context and Reporting Period
This Form 8-K was filed on August 14, 2023, by Global Partner Acquisition Corp II, a Cayman Islands special purpose acquisition company. The metadata identifies Stardust Power Inc., but the filing itself names Global Partner Acquisition Corp II as the registrant. The filing reports a financing draw used to extend the deadline for completing an initial business combination.
Key Financial and Operating Metrics
- Extension funding: The company drew $150,000 under a promissory note with Global Partner Sponsor II LLC.
- Use of proceeds: The $150,000 was deposited into the trust account for public shareholders.
- Interest: The note bears no interest.
- Maturity: The note matures upon completion of the initial business combination.
- Revenue, profit, cash flow, margins, debt balance and liquidity: The filing does not provide a clear value for these items beyond the $150,000 draw and its deposit into the trust account.
Material Changes Versus the Prior Comparable Period
The filing does not present comparative financial statements or prior-period operating results. The material event was the fifth one-month extension of the business-combination deadline, from August 14, 2023, to September 14, 2023.
Guidance, Outlook, Risks and Unusual Items
- The extension provides additional time to complete the company’s initial business combination and is the fifth of nine one-month extensions permitted under the company’s governing documents.
- If a business combination is not completed, repayment of the note will be limited to amounts remaining outside the trust account, if any.
- Up to $1,750,000 of the note’s total principal may be converted, at the lender’s option, into company warrants at $1.50 per warrant. The warrants would be identical to the private placement warrants issued to the sponsor at the time of the initial public offering.
- The filing does not provide transaction-specific guidance, projected operating results or a stated completion date for a business combination beyond the September 14, 2023 extension deadline.
Investor Verification Items
- Verify the identity of the relevant registrant and any subsequent transaction connecting Global Partner Acquisition Corp II with Stardust Power Inc.
- Confirm whether the initial business combination was completed by the extended deadline and review any related filings.
- Verify the total outstanding principal under the sponsor promissory note, including prior draws and any conversions into warrants.
- Review the trust-account balance, shareholder redemption activity and funds remaining outside the trust account.
- Assess the risk that the note may be repayable only from limited non-trust assets if the business combination is not completed.