Form 4: Global Partner Sponsor II LLC Reports Ownership Changes in Stardust Power Inc. Following Business Combination

Global Partner Sponsor II LLC reports changes in beneficial ownership of Stardust Power Inc. securities following the completion of a business combination.

Summary

• Global Partner Sponsor II LLC filed a Form 4 detailing changes in its beneficial ownership of Stardust Power Inc. securities.
• The changes are related to the business combination agreement between GPAC II and Stardust Power Inc., which closed on July 8, 2024.
• The Sponsor forfeited 100,000 Class B Ordinary Shares for no consideration.
• The Sponsor acquired 4,000,000 shares of Common Stock at $0.00.
• The Sponsor's warrants to purchase Class A Ordinary Shares were automatically converted into private placement warrants to purchase Common Stock.
• The Sponsor holds 5,566,667 Private Placement Warrants exercisable into Class A Ordinary Shares and 5,666,667 Private Placement Warrants exercisable into Class A Common Stock.
• 1,000,000 of the combined company common stock is subject to vesting (or forfeiture) based on achieving (or failing to achieve) certain trading price thresholds following the Closing.

Sentiment

Score: 6

Explanation: The sentiment is neutral as it primarily reports changes in ownership due to a pre-planned business combination. There are no explicit positive or negative indicators about the company's future performance, but the vesting of shares based on trading price thresholds introduces a performance-based element.

Risks

• The value of the Sponsor's holdings is subject to the performance of Stardust Power Inc.'s stock.
• 1,000,000 shares of common stock are subject to vesting or forfeiture based on trading price thresholds.

Future Outlook

The document does not contain specific forward-looking statements about Stardust Power Inc.'s future performance, but it does mention that 1,000,000 shares of common stock are subject to vesting or forfeiture based on achieving certain trading price thresholds following the Closing.

Management Comments

• Chandra R. Patel, Manager of Global Partner Sponsor II LLC, signed the report.

Industry Context

This announcement reflects the completion of a business combination between a special purpose acquisition company (GPAC II) and an operating company (Stardust Power Inc.), a common transaction structure in the current market environment.

Stakeholder Impact

• The changes in ownership may be of interest to shareholders of Stardust Power Inc.
• The vesting of shares based on trading price thresholds could incentivize management to improve the company's performance.

Key Dates