DEFA14A: Global Partner Acquisition Corp II Updates Proxy Statement for Stardust Power Merger, Announces New Board Members and Financing

Global Partner Acquisition Corp II (GPAC II) has updated its proxy statement regarding its business combination with Stardust Power Inc., providing details on the post-merger board of directors and additional financing.

Summary

• Global Partner Acquisition Corp II (GPAC II) has filed a supplement to its definitive proxy statement related to the proposed business combination with Stardust Power Inc.
• The supplement provides updated information on the composition of the board of directors of the combined company (Combined Company Board) following the closing of the business combination.
• It also includes details regarding additional financing related to the Business Combination and updates the Nasdaq Proposal concerning securities issued in connection with such financing.
• The Combined Company Board will consist of seven directors divided into three classes: Class I (Chandra R. Patel and Charlotte Nangolo), Class II (Roshan Pujari, Sudhindra Kankanwadi and Michael Cornett), and Class III (Anupam Agarwal and Mark Rankin).
• Independent directors are expected to be Mark Rankin, Michael Cornett, Sudhindra Kankanwadi and Charlotte Nangolo.
• Anupam Agarwal, currently Senior Director of Finance and Accounts at Stardust Power Inc., will serve on the Combined Company Board.
• Chandra R. Patel, founder and managing partner of Antarctica Capital, will also serve on the board.
• Charlotte Nangolo, a co-founder of Stardust Power with extensive experience in the mining industry, will be a board member.
• Mark Rankin, with experience in accounting and financial management, will serve on the board and chair the Compensation Committee.
• Michael (Mick) Cornett, a former mayor of Oklahoma City and business consultant, will be a board member and chair the Nominating and Governance Committee.
• Roshan Pujari, co-founder and CEO of Stardust Power, will serve as the CEO and Chairman of the Combined Company Board.
• Sudhindra (Sujit) Kankanwadi, Senior Vice President Finance and Chief Accounting Officer at Synopsys, Inc., will be a board member and chair the Audit Committee.
• The supplement amends the beneficial ownership table to reflect ownership after the business combination, assuming no redemption and assuming maximum redemption.
• GPAC II entered into subscription agreements with PIPE Investors to purchase 1,077,541 shares at $9.35 per share, totaling $10,075,000.
• GPAC II may enter into up to $25 million of additional financing on materially similar terms.
• The Nasdaq Proposal is amended to reflect the potential issuance of up to an estimated 45,827,541 shares of Combined Company Common Stock, excluding any shares issued pursuant to the Additional PIPE Investment.
• Shareholder approval is required under Nasdaq Listing Rules 5635(a) and (b) due to the number of shares being issued and the potential change of control.
• The GPAC II Board unanimously recommends that shareholders vote for the approval of the Nasdaq Proposal.

Sentiment

Score: 7

Explanation: The document provides factual updates on the proposed business combination, including board composition and financing details. The tone is generally positive, reflecting progress towards the completion of the merger. The recommendation to vote in favor of the Nasdaq Proposal also contributes to the positive sentiment.

Positives

• The Combined Company Board includes individuals with extensive experience in finance, mining, private equity, and public service.
• The PIPE Investment provides additional capital to support the business combination.
• The potential for up to $25 million in additional financing could further strengthen the company's financial position.
• The Sponsor's significant ownership stake and commitment to vote in favor of the Nasdaq Proposal increases the likelihood of approval.

Risks

• The business combination is subject to shareholder approval.
• The company may not be able to secure the additional $25 million in financing.
• The issuance of a large number of shares could dilute existing shareholders' ownership.
• The financial and personal interests of GPAC II's directors and officers may result in conflicts of interest.

Future Outlook

The company anticipates completing the business combination with Stardust Power and issuing shares of Combined Company Common Stock. GPAC II may also secure up to $25 million in additional financing.

Management Comments

• The GPAC II Board unanimously recommends that our shareholders vote for the approval of the Nasdaq Proposal.

Industry Context

The business combination with Stardust Power reflects the growing interest in the clean energy sector and the increasing demand for lithium. SPACs are a common vehicle for companies in this sector to go public.

Comparison to Industry Standards

• The structure of the business combination, involving a merger of two subsidiaries into Stardust Power, is a fairly standard approach for SPAC transactions.
• The PIPE investment is a common mechanism to provide additional funding and validation for the target company.
• The board composition reflects a mix of expertise relevant to the industry and financial oversight, similar to other publicly traded companies in the sector.
• SatixFy Communications Ltd. is a comparable company that completed a business combination with Endurance Acquisition Corp. in October 2022 for $813 million.

Stakeholder Impact

• Shareholders will be impacted by the potential dilution from the issuance of new shares.
• The new board composition will influence the strategic direction of the combined company.
• Employees of Stardust Power will become part of a publicly traded entity.
• The business combination could impact the company's relationships with customers and suppliers.

Next Steps

• GPAC II will seek shareholder approval for the business combination and the Nasdaq Proposal at the Special Meeting.
• The company will work to finalize the additional financing.
• The business combination is expected to close, leading to the formation of the Combined Company Board.

Key Dates

Keywords

Stardust Power, GPAC II, business combination, Nasdaq Proposal, PIPE Investment, board of directors, financing, merger, proxy statement