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United States securities and exchange commission logo
May 3, 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. 2 to
Registration Statement on Form S-4
Filed April 19,
2024
File No. 333-276510
Dear Chandra R. Patel:
We have reviewed your amended registration statement and have the
following
comment(s).
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.
Unless we note otherwise,
any references to prior comments are to comments in our April 12, 2024
letter.
Amendment No. 2 to Registration Statement on Form S-4 Filed April 19,
2024
Proposal No. 1 - The Business Combination Proposal
Fairness Opinion of Enclave
Discounted Cash Flow Analysis, page 153
1. We note your response
to prior comment 12. Please revise your disclosure here to provide
the information in your
response concerning the type of financial and other information
that Stardust Power
provided to Enclave, which appear to have been material assumptions
and information
underlying the forecast derived by Enclave, as well as concerning the
forecast period
selected by Enclave.
Unaudited Pro Forma Condensed Combined Financial Information, page 217
2. In response to prior
comment 16 you set forth the new issuance of shares is accounted for
as part of the
recapitalization since it would be carved out of the previously forfeited
Chandra R. Patel
Global Partner Acquisition Corp II
May 3, 2024
Page 2
Class B Sponsor shares. It appears that the fair value of the shares to
be issued from
forfeited shares should be recorded as a pro forma expense since the
shares are being
issued by Global Partner Acquisition Corp II and the issuance relates to
the Non-
Redemption Agreements. Please explain to us in further detail the basis
for your
accounting, or provide a pro forma adjustment to account for the issuance
of the shares as
an expense related to the Non-Redemption Agreements.
Business of Stardust Power
Financing
Incentives, page 279
3. We note your response to prior comment 23 and your revised disclosure on
page 281 that
the Company has submitted applications for grants under the Department
of Defense,
Defense Production Act and the Department of Energy Grant for Bipartisan
Infrastructure
Law 40207 (b) Battery Materials Processing and 40207 (c) Battery
Manufacturing Grants
Round II. Please revise to also disclose the amount of funding, to the
extent material, for
which the company has applied pursuant to each grant and the anticipated
timing of a
decision for funding by each grant provider, to the extent known, to
provide additional
context for your potential sources of funding.
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 3, 2024 Page 2
cc: Julian Seiguer
FirstName LastName