Form 8-K Summary
Registrant and period: Global Partner Acquisition Corp. II (GPAC II), the SPAC pursuing a proposed business combination with Stardust Power Inc. The report concerns an event on April 5, 2024 and was signed on April 8, 2024. The filing is designated as written communications under Rule 425.
Business Context and Transaction Update
Global Partner Sponsor II LLC converted 7,400,000 GPAC II Class B ordinary shares into Class A ordinary shares on a one-for-one basis. The Sponsor waived any right to receive trust-account funds with respect to the converted shares and acknowledged that the shares remain subject to the restrictions applicable to the former Class B shares.
Following the conversion, GPAC II reported 9,194,585 Class A ordinary shares and 100,000 Class B ordinary shares outstanding.
Financial Metrics and Capitalization
- The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, trust-account balance, or other operating financial metrics.
- The reported capitalization after the conversion is 9,294,585 ordinary shares in total, consisting of 9,194,585 Class A shares and 100,000 Class B shares.
- The filing does not state the financial impact, if any, of the share conversion.
Material Changes Versus Prior Period
The material change disclosed is the conversion of 7,400,000 Class B shares into Class A shares. No comparable-period operating or financial results are presented.
Outlook, Risks, and Contingencies
The proposed business combination with Stardust Power had not yet been completed. The registration statement on Form S-4 was not yet effective, and the definitive proxy statement/prospectus had not yet been mailed.
- Completion may be delayed or may not occur, including if GPAC II does not obtain an extension of its business-combination deadline.
- Closing depends on shareholder and stockholder approvals, satisfaction of the minimum trust-account amount after redemptions, and applicable governmental or regulatory approvals.
- Additional risks include potential litigation, changes to the transaction structure, Nasdaq listing risks, market volatility, disruption to Stardust Power’s operations and employee retention, and the ability to execute business plans after closing.
- The filing emphasizes that forward-looking statements are subject to significant uncertainties and that neither GPAC II nor Stardust Power undertakes to update them except as required by law.
- The report is not an offer to sell securities or a solicitation of a vote or approval. Investors are directed to the registration statement, proxy statement/prospectus, and related SEC filings.
Important Facts for Investors to Verify
- Verify the final share count and the restrictions applicable to the converted Sponsor shares.
- Review the effectiveness and subsequent amendments to the Form S-4 registration statement and the definitive proxy statement/prospectus.
- Confirm whether GPAC II shareholders approved the transaction, the level of redemptions, and whether the minimum trust-account condition was satisfied.
- Check whether the business combination closed by the applicable deadline and whether any extension was obtained.
- Review the latest filings for trust-account balances, liquidity, transaction financing, dilution, and Stardust Power’s financial condition, none of which are provided in this 8-K.