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United States securities and exchange commission logo
May 7, 2024
Chandra R. Patel
Chief Executive Officer
Global Partner Acquisition Corp II
200 Park Avenue, 32nd Floor
New York , New York 10166
Re: Global Partner
Acquisition Corp II
Amendment No. 3 to
Registration Statement on Form S-4
Filed May 7, 2024
File No. 333-276510
Dear Chandra R. Patel:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Form S-4/A Filed May 7, 2024
Cover Page
1. We note your disclosure
in a risk factor on pages 93-94 that Nasdaq may delist the
combined company s
securities and specifically that you have been granted an extension
until June 3, 2024 to
regain compliance with Nasdaq IM-5101-2 as well as Nasdaq Listing
Rule 5620(a). We also
note your disclosure here that your plans to regain compliance
require holding the
shareholder meeting to approve the Business Combination and
completing the business
combination. Given that parties to the stockholder approval
condition set forth in
the Business Combination Agreement may be waived by the
applicable parties,
please revise your disclosure on the Cover Page and in the Summary of
the Proxy
Statement/Prospectus to discuss your potential delisting from Nasdaq, including
with reference to the
June 3, 2024 deadline to regain compliance and to your plans to hold
the shareholder meeting
and complete the business combination in order to regain
compliance. Please also
include a cross-reference to your more detailed discussion in the
Chandra R. Patel
Global Partner Acquisition Corp II
May 7, 2024
Page 2
risk factor section.
Business of Stardust Power
Technology and Engineering
Hatch Contract, page 277
2. We note your revised disclosure that Hatch has completed the front-end
loading study or
Scoping Study as of April 17, 2024. We also note your disclosure that
"[t]he study
confirmed, on a preliminary level, that the development of the Facility
remains viable,
based on certain assumptions made by Hatch." Please revise your
disclosure to discuss the
material assumptions Hatch made that served as a basis for the study.
Please contact Nudrat Salik at 202-551-3692 or Michael Fay at
202-551-3812 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jessica Ansart at 202-551-4511 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
FirstName LastNameChandra R. Patel Division of
Corporation Finance
Office of Industrial
Applications and
Comapany NameGlobal Partner Acquisition Corp II
Services
May 7, 2024 Page 2
cc: Julian Seiguer
FirstName LastName