Business Context and Reporting Period
Global Partner Acquisition Corp. II (GPAC II), a special purpose acquisition company, filed a Form 8-K regarding a Nasdaq continued-listing deficiency and the pending business combination with Stardust Power Inc. The reported event occurred on January 29, 2024; the filing was signed on February 5, 2024.
Key Financial Metrics and Capital Position
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, trust-account balance, redemption amounts, or other operating financial metrics.
Material Changes Versus the Prior Comparable Period
- Nasdaq notified GPAC II on January 29, 2024 that it failed to hold an annual meeting of stockholders within 12 months after the December 31, 2022 fiscal year-end, violating Nasdaq Listing Rule 5620(a).
- The deficiency constitutes an additional basis for delisting GPAC II’s securities and will be considered by the Nasdaq Hearings Panel.
- GPAC II had previously appealed a Nasdaq delisting determination and requested time to complete a business combination. The hearing was scheduled for April 2, 2024.
- GPAC II submitted its written views on the additional deficiency to the Panel on February 5, 2024.
Outlook, Risks, Contingencies, and Unusual Items
There is no assurance that the Panel will permit continued Nasdaq listing or grant an extension sufficient for GPAC II to demonstrate compliance. Loss of listing could adversely affect the trading and value of GPAC II’s securities.
The proposed business combination with Stardust Power remains subject to shareholder and stockholder approval, satisfaction of the minimum trust-account amount after redemptions, regulatory approvals, completion by the applicable business-combination deadline, and other closing conditions. The registration statement filed on Form S-4 was not yet effective as of the filing.
Management identified additional risks, including failure to complete the transaction on time or at all, inability to obtain any required deadline extension, changes to transaction structure, legal proceedings, disruption to Stardust Power’s operations and employee retention, regulatory and industry changes, volatility in GPAC II’s securities, and inability to execute post-combination plans.
Important Facts for Investors to Verify
- Outcome of the April 2, 2024 Nasdaq Hearings Panel proceeding and whether continued listing or an extension was granted.
- Whether GPAC II subsequently held the required annual meeting and cured the Rule 5620(a) deficiency.
- Effectiveness of the Form S-4 registration statement and the date and results of the shareholder vote.
- Transaction closing status, applicable business-combination deadline, and any extension obtained.
- Trust-account balance, public-shareholder redemptions, minimum cash compliance, and resulting capitalization.
- Any subsequent Nasdaq suspension, delisting, appeal decision, or changes in trading symbols.