425: Global Partner Acquisition Corp II Amends Business Combination Agreement with Stardust Power, Secures $10 Million PIPE Investment

Global Partner Acquisition Corp II (GPAC II) has amended its business combination agreement with Stardust Power, reducing the enterprise value and securing a $10.075 million PIPE investment to bolster the deal.

Summary

• Global Partner Acquisition Corp II (GPAC II) has amended its business combination agreement with Stardust Power.
• Amendment No. 2 reduces the enterprise value of Stardust Power by $2.5 million to $447.5 million.
• Global Partner Sponsor II LLC will waive entitlement to 1,709,570 private placement warrants.
• GPAC II has entered into subscription agreements for a $10.075 million PIPE investment at $9.35 per share.
• The PIPE investment involves the purchase of 1,077,541 shares of GPAC II common stock.
• GPAC II and Stardust Power do not intend to draw down in excess of $3 million on existing financing commitments.
• The PIPE Investment is conditioned upon the consummation of the transactions contemplated by the Business Combination Agreement.
• The purpose of the PIPE Investment is to raise additional capital for use by the Company following the consummation of the transactions contemplated by the Business Combination.
• The company may enter into additional financing on materially similar terms to the PIPE Subscription Agreement prior to the Closing.
• The PIPE Subscription Agreements will be terminated if the Business Combination Agreement is terminated, by mutual agreement, or 30 days after the Termination Date.
• The document outlines the pro forma equity ownership structure of the combined company under different redemption scenarios.
• The document outlines the sources and uses of funds for the business combination under different redemption scenarios.
• The document includes summary unaudited pro forma financial information for the year ended December 31, 2023, under different redemption scenarios.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While the amendment and PIPE investment are positive developments, the document also highlights risks and losses, creating a mixed outlook.

Positives

• The PIPE investment provides additional capital for the combined company post-business combination.
• The reduction in enterprise value may make the deal more attractive to investors.
• The sponsor's waiver of warrants reduces potential dilution for shareholders.
• The company may enter into additional financing on materially similar terms to the PIPE Subscription Agreement prior to the Closing.

Negatives

• The business combination is subject to various risks and uncertainties, including potential failure to close.
• The pro forma financial information indicates a loss from operations and a net loss for the year ended December 31, 2023.
• The company may enter into additional financing on materially similar terms to the PIPE Subscription Agreement prior to the Closing.

Risks

• The business combination may not be completed in a timely manner or at all.
• Failure to obtain necessary approvals from GPAC II's shareholders and Stardust Power's stockholders.
• The announcement or pendency of the business combination could negatively impact Stardust Power's business relationships.
• Potential difficulties in Stardust Power's employee retention as a result of the proposed business combination.
• Legal proceedings may be instituted against GPAC II or Stardust Power related to the agreement.
• Changes to the proposed structure of the business combination may be required.
• Inability to maintain the listing of GPAC II's securities on the Nasdaq.
• Volatility in the price of GPAC II's securities due to industry competition and regulatory changes.
• Inability to implement business plans and forecasts after the completion of the business combination.
• The impact of the global COVID-19 pandemic.
• Inability to raise additional funds through a private placement or equity or debt raise.
• The anticipated growth of the Lithium industry may not be achieved.

Future Outlook

The document includes forward-looking statements regarding the proposed business combination and the future financial performance of GPAC II and Stardust Power, but these statements are subject to risks and uncertainties.

Management Comments

• GPAC II and Stardust Power do not intend to draw down in excess of $3 million on existing financing commitments.
• The Company may enter into additional financing on materially similar terms to the PIPE Subscription Agreement prior to the Closing.

Industry Context

The announcement relates to the SPAC market and the trend of SPACs seeking business combinations. The lithium industry is mentioned as a factor influencing the future outlook.

Comparison to Industry Standards

• The PIPE investment is a common mechanism for SPACs to raise additional capital in connection with a business combination.
• The terms of the PIPE Subscription Agreement, including representations, warranties, and conditions to closing, are customary for such agreements.
• The pro forma ownership structure and sources and uses of funds are typical disclosures in SPAC merger announcements.
• Comparable companies in the lithium industry could include Albemarle Corporation, Livent Corporation, and Ganfeng Lithium Co., Ltd., but a detailed comparison would require more specific financial and operational data.

Stakeholder Impact

• Shareholders will be impacted by the potential dilution from the PIPE investment and the business combination.
• Employees of Stardust Power may be affected by the integration process and potential changes in the company.
• Customers and suppliers of Stardust Power may experience changes in their relationships with the company post-merger.
• Creditors of GPAC II and Stardust Power may be impacted by the financial performance of the combined company.

Next Steps

• GPAC II shareholders and Stardust Power stockholders need to approve the business combination.
• The parties need to satisfy the conditions to the consummation of the business combination.
• GPAC II needs to file a registration statement for the resale of the shares issued in the PIPE investment.
• The closing of the business combination needs to occur.

Key Dates