DEFM14A: Global Partner Acquisition Corp II Seeks Shareholder Approval for Stardust Power Merger

Global Partner Acquisition Corp II is asking shareholders to approve a business combination with Stardust Power Inc., including domestication and related governance changes.

Summary

• Global Partner Acquisition Corp II (GPAC II) is seeking shareholder approval for a business combination with Stardust Power Inc.
• The deal involves GPAC II becoming a Delaware corporation through domestication before merging with Stardust Power.
• Shareholders will vote on proposals including the business combination, domestication, charter amendments, and related matters.
• GPAC II intends to change its name to Stardust Power Inc. and trade under the new ticker symbols SDST and SDSTW on Nasdaq after the closing.
• The merger consideration is valued at $450 million, subject to adjustments.
• Stardust Power stockholders may receive additional shares based on the future performance of the combined company.
• The meeting is scheduled for June 18, 2024, and shareholder votes are crucial for the deal's completion.

Sentiment

Score: 6

Explanation: The document presents a balanced view, highlighting both the potential benefits and risks associated with the proposed business combination. While the tone is generally positive regarding the merger's prospects, it also acknowledges significant challenges and uncertainties, resulting in a neutral sentiment score.

Positives

• The merger aims to capitalize on the growing demand for lithium in the electric vehicle industry.
• Stardust Power's management team is expected to bring industry expertise to the combined company.
• The combined company may benefit from government incentives for domestic battery material production.
• The sponsor has agreed to certain lock-up provisions and forfeiture of shares, aligning interests with shareholders.

Negatives

• GPAC II's securities face potential delisting from Nasdaq due to non-compliance with listing rules.
• The combined company will be a controlled company, potentially reducing investor protection.
• Shareholders may experience dilution due to the issuance of shares in the business combination.
• The sponsor and certain insiders have interests in the business combination that may conflict with shareholder interests.
• The business combination agreement does not contain a closing condition that GPAC II have at least $5,000,001 of net tangible assets or otherwise be exempt from the provisions of Rule 419 under the Securities Act. Accordingly, GPAC II and Stardust Power may complete the Business Combination even if the Combined Company Common Stock would be a penny stock upon the Closing.

Risks

• Redemption rights could significantly reduce the cash available to the combined company.
• The combined company may face challenges in integrating operations and achieving projected financial results.
• The market price of the combined company's securities may be volatile.
• The combined company may be subject to litigation or regulatory actions.
• The combined company may be unable to secure additional financing on favorable terms.
• The combined company may be unable to maintain compliance with Nasdaq listing requirements.
• The combined company may be unable to qualify for existing federal and state level grants and incentives and the grants and incentives may not be released to us as quickly or efficiently as we anticipate or at all.

Future Outlook

The document outlines expectations for the combined company's performance, including potential revenue generation and the development of a lithium refinery facility, but these are subject to various risks and uncertainties.

Management Comments

• The board of directors of GPAC II has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote FOR the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Mergers, and FOR all other proposals presented to GPAC IIs shareholders in the accompanying proxy statement/prospectus, and FOR the Director Election Proposal (in the case of the holders of the Class B Ordinary Shares).
• After careful consideration, the GPAC II Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote FOR the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Mergers, and FOR all other proposals presented to GPAC II Shareholders in the accompanying proxy statement/prospectus, and FOR the Director Election Proposal (in the case of the holders of the Class B Ordinary Shares).

Industry Context

The announcement relates to the growing electric vehicle and battery material industry, with Stardust Power aiming to become a key domestic supplier of battery-grade lithium.

Comparison to Industry Standards

• The document mentions comparable companies operating in the lithium industry, such as Albemarle Corporation, Sociedad Quimica y Minera de Chile S.A, and Ganfeng Lithium Co., Ltd.
• The document references the need for lithium refineries, coupled with lithium supply, in the United States presents unique growth opportunities for Stardust Power.
• The document references the importance of government incentives to companies engaged in the energy security and climate change adjacent sectors, and Stardust Power will be well positioned to benefit from these incentives.

Legal Proceedings

• GPAC II received a notice from Nasdaq regarding non-compliance with listing rules and has requested a hearing to appeal the determination.
• GPAC II received a notice from Nasdaq regarding failure to hold an annual meeting of shareholders.

Related Party Transactions

• The Sponsor has agreed to waive redemption rights and vote in favor of the business combination.
• The Sponsor may receive shares and warrants in the combined company, creating a potential conflict of interest.
• GPAC II may be required to reimburse the Sponsor for certain expenses.
• Loans made by the Sponsor or its affiliates to GPAC II may be converted into warrants or repaid in cash upon consummation of the Business Combination.

Stakeholder Impact

• Shareholders will have the opportunity to vote on the proposed business combination and related matters.
• Public shareholders may redeem their shares for cash, regardless of their vote.
• The combined company's performance will impact the value of shareholders' investments.
• Employees of Stardust Power are expected to become employees of the combined company.
• The combined company's operations may impact the local community and environment.

Next Steps

• GPAC II shareholders will vote on the proposals at the Shareholder Meeting on June 18, 2024.
• If approved, GPAC II and Stardust Power will work to satisfy the remaining closing conditions.
• Upon closing, GPAC II will change its name to Stardust Power Inc. and begin trading under the new ticker symbols.

Key Dates

Keywords

Business Combination, Stardust Power, GPAC II, Merger, Domestication, Shareholder Meeting, Lithium, Nasdaq, Redemption Rights, Proxy Statement