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United States securities and exchange commission logo
February 9, 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
Registration
Statement on Form S-4
Filed January 12,
2024
File No. 333-276510
Dear Chandra R. Patel:
We have reviewed your
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 Filed January 12, 2024
Cautionary Note Regarding Forward-Looking Statements, page xiii
1. We note the disclosure
that the satisfaction of the minimum trust account amount
following redemptions
by GPAC II s public shareholders is one of the conditions to the
consummation of the
proposed business combination. At an appropriate section, please
revise to describe the
minimum trust account condition.
2. You state that "While
we believe such information provides a reasonable basis for these
statements, such
information may be limited or incomplete. Our statements should not be
read to indicate that
we have conducted an exhaustive inquiry into, or review of, all
relevant information."
Please clarify that you are responsible for the accuracy and
completeness of the
information in the prospectus.
Market and Industry Information, page xiii
3. We note your disclosure
that [a]lthough we believe these third-party sources are reliable
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany9,NameGlobal
February 2024 Partner Acquisition Corp II
February
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as of their respective dates, neither we nor the underwriters have
independently verified
the accuracy or completeness of this information. Please clarify
your reference to
"underwriters" in connection with this initial business combination
and explain the
reference to "remote sensing market."
Summary of the Proxy Statement/Prospectus
Star Power, page 2
4. Please revise your discussion of the target, Stardust Power, to
disclose that it is a newly
incorporated company, formed on March 16, 2023, and to provide
additional and balanced
disclosure on the current state of operations, including with
reference to the status of its
plans to construct its initial lithium refinery and to the material
partnerships on which its
business strategy depends, as well as to disclose the company s
limited operating history
and history of operating losses.
5. We note the disclosure that Stardust Power is a "development stage
American
manufacturer of battery-grade lithium products designed to supply the
electric vehicle
industry and help to secure America s leadership in the energy
transition." Revise to
clarify whether Stardust Power intends on operating as a lithium
exploration company
and/or a manufacturer of lithium products. We note your disclosure on
page 231 where
you state that "Stardust Power will source lithium brine feedstock
from various suppliers
and may make investments upstream to secure additional feedstock. The
Company seeks
to sell its products to EV manufacturers as the primary market, with
potential applications
in other areas such as battery manufacturers, the U.S. military, and
original equipment
manufacturers."
Organizational Structure, page 3
6. Please revise to provide organizational charts detailing all relevant
entities to include
appropriate information to allow a reader to fully understand the
legal and economic
ownership of each entity before and after the merger owned by each
entity.
Equity Ownership Upon Closing, page 4
7. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels.
8. We note your disclosure in footnote 3 that the amount of shares held
by Stardust Power
does not include any shares of GPAC II Common Stock underlying the
Combined
Company Options. Please clarify whether the Combined Company Options
are the
Exchanged Company Options and please include the common shares
underlying these
options in the table. Additionally, we note your disclosure on the
Cover Page that
Stardust shareholders will also receive Exchanged Company Restricted
Common Stock.
Please ensure that the total potential beneficial ownership interest
of Stardust in the
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany9,NameGlobal
February 2024 Partner Acquisition Corp II
February
Page 3 9, 2024 Page 3
FirstName LastName
combined company, assuming exercise and conversion of all securities,
is reflected here.
9. We note your disclosure in your beneficial ownership table on page 311
that following the
business combination, Roshan Pujari, is expected to own 78.65% of the
combined
company common stock. Please disclose whether the combined company
will be a
controlled company as defined under the relevant Nasdaq listing
rules and, if so,
whether you intend to rely on the exemptions as a controlled company.
If applicable,
please include risk factor disclosure that discusses the effect, risks
and uncertainties of
being designated a controlled company, including but not limited to,
the result that you
may elect not to comply with certain corporate governance
requirements.
Conditions to Completion of the Business Combination Agreement, page 6
10. Please identify each closing condition that is subject to waiver here
and on pages 38 and
114-116. For example, disclose whether approval by Nasdaq of the
initial listing
application can be waived. Please also revise your risk factor on page
93, as applicable, to
address material risks related to closing conditions that may be
waived.
Related Agreements
Sponsor Letter Agreement, page 8
11. We note your disclosure in footnote 5 on page 6 that the Sponsor
Earnout Shares will have
voting rights and rights to receive dividends prior to any forfeiture.
Please revise your
disclosure here or elsewhere in the summary as appropriate to disclose
that the Sponsor
Earnout Shares will have voting rights to receive dividends prior to
any forfeiture. Please
also disclose whether any of the Stardust Power Earnout Shares will
have similar rights to
vote unvested earnout shares.
The GPAC II Board's Reasons for the Approval of the Business Combination, page
16
12. With a view toward revised disclosure, explain how the results of
technological and legal
due diligence "validated the merits of Stardust Power s business and
the financial due
diligence validated GPAC II s valuation of Stardust Power." We note
that Stardust Power
is a development stage company and has not commenced operations of its
initial refinery.
Interests of Certain Persons in the Business Combination, page 19
13. We note your disclosure here with respect to the amount and nature of
what the sponsor
and its affiliates have at risk that depends on completion of the
business combination.
Please revise to provide similar disclosure for the company s
officers and directors, if
material. In this regard, please quantify the aggregate dollar amount
and describe the
nature of what the company s officers and directors have at risk
that depends on
completion of a business combination. Include the current value of
securities held, loans
extended, fees due, and out-of-pocket expenses for which the company
s officers and
directors are awaiting reimbursement, to the extent these items are
not already addressed
herein.
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany9,NameGlobal
February 2024 Partner Acquisition Corp II
February
Page 4 9, 2024 Page 4
FirstName LastName
Sources and Uses of Funds for the Business Combination, page 24
14. Your disclosures refer to the pro forma financial information for
additional
information. Please better clarify how these disclosures related to
sources and uses of
funds correspond to the amounts presented in the pro forma financial
information.
Questions and Answers About the Proposals
Q: Did the GPAC II Board obtain a third-party valuation or fairness opinion in
determining
whether or not to proceed with the Business, page 32
15. We note your disclosure here, in a risk factor on page 81 and on page
132 that the GPAC
II Board believes it was reasonable to rely upon the Fairness
Opinion at the time of its
delivery, among a number of other factors, in concluding that the
Business Combination
was in the best interest of GPAC II Shareholders. We also note the
disclosure on pages
135-138 related to the various analyses conducted by the financial
advisor in making its
fairness determination. Please clarify why the Board believed it was
reasonable to rely on
the financial advisor s finding that the business combination,
including consideration to be
paid to GPAC II, was fair to the public shareholders from a financial
point of view when it
appears that the Total Enterprise Value of $450 million implied by the
Business
Combination Agreement was within only one of the five implied total
enterprise value
ranges derived by the financial advisor, namely that derived by using
total enterprise value
as a multiple of LCE capacity under the selected publicly traded
companies analysis.
We identified material weaknesses in our internal control over financial
reporting, page 76
16. We note your disclosure here and on page 282 regarding the material
weaknesses you
have identified in your internal controls over financial reporting.
Please revise to clearly
describe your current plans to remediate the material weaknesses
including the steps taken
to date. Please disclose how long you estimate it will take to
complete your remediation
plans and any associated material costs that you have incurred or
expect to incur.
Even if GPAC II consummates the Business Combination, there is no guarantee
that the
Combined Company Public Warrants will ever be, page 93
17. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
GPAC II does not have a specified maximum redemption threshold. The absence of
such a
redemption threshold may make it possible for GPAC II , page 96
18. We note your risk factor disclosure here that [t]he Business
Combination imposes the
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany9,NameGlobal
February 2024 Partner Acquisition Corp II
February
Page 5 9, 2024 Page 5
FirstName LastName
Available Closing Acquiror Cash Condition and that in no event
will [you] redeem the
Public Shares in an amount that would cause [y]our net tangible assets
to be less than
$5,000,001 (so that [you] do not then become subject to the SEC s
penny stock rules).
Please revise your defined terms beginning on page iii to include the
Available Closing
Acquiror Cash Condition. Please also revise your disclosure where you
discuss closing
conditions to the business combinations, including on pages 6, 38 and
114, to include both
the Available Closing Acquiror Cash Condition and the minimum net
tangible assets
condition.
Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 128
19. Please revise your disclosure to provide additional detail, including
timing, regarding the
search process, including whether and how you sought indications of
interest, how you
identified potential targets, how you selected which potential target
companies to review,
describe the progress of your discussions with the 25 entities with
which you entered into
non-disclosure agreements and further explain how the field of 25
narrowed to the five
potential targets with which you entered into non-binding term sheets.
Please also revise
to briefly describe the non-disclosure agreements and non-binding term
sheets entered into
with potential target companies.
20. With respect to your negotiations with the five other target
businesses, please expand your
disclosure to discuss in greater detail the due diligence that was
conducted, including
whether potential targets submitted information about their products,
financial statements,
etc. and explain the reason why you did not pursue business
combinations with each of the
five potential targets. Your disclosure in this section should provide
shareholders with an
understanding of why other target companies were not ultimately chosen
as business
combination partners.
Negotiations with Stardust Power , page 130
21. Please revise this section outlining your negotiations with Stardust
Power to provide
additional detail describing the negotiations concerning key aspects
of the business
combination, including, without limitation, those related to NRF
initial comments on the
business combination agreement provided on November 5, 2023 and
revisions provided
by K&E on November 13 and 14, 2023. Please also disclose the
negotiation of any
contingent payments to be received by target shareholders, including
the Stardust Earnout
Shares. Each proposal (preliminary or otherwise) and counterproposal
concerning a
material transaction term made should be described and the proposing
party identified.
Disclosure here should provide an indication of how terms evolved
during the course of
the discussions/negotiations.
22. We note your disclosure here that you engaged a number of professional
advisors in
connection with the proposed transaction. Please disclose when you
retained Kirkland
& Ellis and when you engaged each of the professional advisors
including Kroll, Martyn
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany9,NameGlobal
February 2024 Partner Acquisition Corp II
February
Page 6 9, 2024 Page 6
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Buttenshaw and Enclave.
23. We also note your disclosure on page 130-131 that your professional
advisors including,
Kroll and Mr. Buttenshaw attended meetings with representatives of
GPAC II during
which they discussed due diligence findings relating to the target,
including its business
plan. Please briefly describe the findings prepared by your advisors
and provide us with
your analysis of whether such findings constitute a "report, opinion
or appraisal materially
relating to the transaction," as described by Item 4(b) of Form S-4.
If Item 4(b) applies to
such findings, please provide the information required by the item.
24. We note your disclosure on page 129 that the term sheet contemplated
that Stardust Power
would use its commercially reasonable efforts to arrange for a PIPE or
other financing and
that GPAC II would reasonably cooperate with Stardust Power in the
process. We also
note that a PIPE is contemplated in the ownership tables provided
throughout the
registration statement, including on pages 5, 33 and 123. Please
revise your disclosure in
this section to include any discussions that took place about the need
to obtain additional
financing for the combined company, such as a PIPE transaction, and
the
negotiation/marketing processes that have taken place, to the extent
this has occurred.
25. Please disclose any discussions about continuing employment or
involvement for any
persons affiliated with GPAC II before the merger, any formal or
informal commitment to
retain the financial advisors after the merger, and any pre-existing
relationships between
the sponsor and additional investors.
Fairness Opinion of Enclave
Introduction, page 132
26. We note your statements on pages 132 and 135 that Enclave rendered its
fairness opinion
that the business combination was fair to the Public Shareholders
from a financial point
of view, that Enclave noted the contemplated consideration
(i.e., value to be
relinquished) was within the estimated range, and that Enclave
did not place any
specific reliance or weight on any individual analysis, but instead
concluded that its
analyses, taken as a whole, supported its opinion. We also note the
disclosure on pages
135-138 related to the various analyses conducted by Enclave in making
its fairness
determination. Please clarify on what basis, including how it took
into account all analyses
without placing specific reliance or weigh on any individual analysis,
Enclave determined
that the business combination, including consideration to be paid to
GPAC II, was fair to
the public shareholders from a financial point of view when it appears
that the Total
Enterprise Value of $450 million implied by the Business Combination
Agreement was
within only one of the five implied total enterprise value ranges
derived by Enclave,
namely that derived by using total enterprise value as a multiple of
LCE capacity under
the selected publicly traded companies analysis.
27. We note your disclosure on page 134 that Enclave s opinion was
furnished for GPAC
II s use and benefit in connection with GPAC II s consideration of
the Business
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany9,NameGlobal
February 2024 Partner Acquisition Corp II
February
Page 7 9, 2024 Page 7
FirstName LastName
Combination and was not intended to, and does not, confer any rights
or remedies upon
any other person, and is not intended to be used, and may not be used,
by any other person
or for any other purpose, without Enclave s prior written consent.
Please also refer to
similar language contained in the fairness opinion. This disclosure
suggests that
shareholders may not consider or rely on the information in the
opinion. Because it is
inconsistent with the disclosures relating to the opinion, the
limitation should be deleted.
Alternatively, disclose the basis for Enclave s belief that
shareholders cannot rely on the
opinion to support any claims against Enclave arising under applicable
state law (e.g., the
inclusion of an express disclaimer in Enclave s engagement letter
with the
company). Describe any applicable state-law authority regarding the
availability of such a
potential defense. In the absence of applicable state-law authority,
disclose that the
availability of such a defense will be resolved by a court of
competent jurisdiction. Also
disclose that resolution of the question of the availability of such a
defense will have no
effect on the rights and responsibilities of the board of directors
under applicable state
law. Further disclose that the availability of such a state-law
defense to Enclave would
have no effect on the rights and responsibilities of either Enclave or
the board of directors
under the federal securities laws. Finally, please also revise to
expressly state that the
advisor consents to the use of the opinion in this registration
statement.
Discounted Cash Flow Analysis, page 135
28. We note your disclosure here that Enclave performed its DCF analysis
using information
and data provided by Stardust Power s management and publicly
available information
regarding the lithium industry to calculate the estimated present
value of the future
unlevered after-tax free cash flows projected to be generated by
Stardust Power from
January 1, 2023 to fiscal year end 2044. Please revise to disclose
any financial
projections Stardust Power s management provided to Enclave for the
purpose of
performing the DCF analysis and discuss all material assumptions used
to develop the
projections and any limitations. Please also address how the Board
considered these
projections and whether they were otherwise presented to the Board
separately from the
fairness opinion. If so, please address how the Board determined the
reasonableness of the
projections, especially in the context of a 21-year projection period;
the extent to which
alternative scenarios were provided or considered and the extent to
which the probability
of achieving such projections was assessed. Also discuss the possible
impact if the
projections are not correct and clarify when the projections were
provided.
Summary of Financial Analyses, page 135
29. With respect to each of the selected publicly traded companies
analysis and the selected
precedent transactions analysis, please revise your disclosure to
address the following:
We note your disclosure with respect to the selected publicly
traded companies
analysis that [e]ach of these companies were selected because
they either operate
exclusively in the lithium industry or have significant segments
that do. As the
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany9,NameGlobal
February 2024 Partner Acquisition Corp II
February
Page 8 9, 2024 Page 8
FirstName LastName
selected publicly traded companies and the selected precedent
transactions range in
company size, potential lithium business operational focus and
transactional value,
please revise to disclose all the criteria the advisor used to
select comparable
companies and transactions;
Given that Stardust Power is an early stage company, please
disclose whether the
financial advisor considered the operational history of companies
when selecting
comparable companies and transactions; and
Please disclose whether, and if so, why the financial advisor
excluded any companies
or transactions meeting the selection criteria from the analyses.
Material U.S. Federal Income Tax Consequences of the Domestication and
Redemption to Public
Shareholders, page 184
30. We note your disclosure on page 184 that the Domestication will
qualify as a
reorganization and that [t]his conclusion is not free from
doubt. It therefore appears
that there is uncertainty regarding the tax treatment. If there is
uncertainty regarding the
tax treatment of the transactions, counsel may (1) issue a "should" or
"more likely than
not" opinion to make clear that the opinion is subject to a degree of
uncertainty and (2)
explain why it cannot give a firm opinion. For guidance, refer to
Section III.B.2 of Staff
Legal Bulletin 19. Additionally, we note your disclosure here that the
opinion of Kirkland
& Ellis LLP is to be included as Exhibit 8.1, however, we also note
that it is not currently
listed in the exhibit index. Please ensure that the opinion is filed
as an exhibit to the
registration statement.
Unaudited Pro Forma Condensed Combined Financial Information, page 198
31. Please disclose the terms of the Domestication and whether its effects
have been reflected
in the pro forma financial information.
32. Please tell us what consideration you gave to reflecting the following
transactions in the
pro forma financial information:
In October, November, and December 14, 2023, an additional
aggregate of $600,383
was drawn under the January 13, 2023 Note and deposited it into
the Trust Account
to cover the extension through January 14, 2024;
Stardust Power entered into an agreement to exercise an option to
purchase land for
an additional amount of $1,562,030 in January 2024; and
In November 2023, Stardust Power entered into a new $3,000,000
SAFE note.
33. Your disclosures on page 113 indicate that each outstanding Stardust
Power Option,
whether vested or unvested, shall automatically convert into an option
to purchase a
number of shares of GPAC II Common Stock. Please clarify in your
disclosures how
these options are reflected in your pro forma financial information.
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany9,NameGlobal
February 2024 Partner Acquisition Corp II
February
Page 9 9, 2024 Page 9
FirstName LastName
Description of the Business Combination
Anticipated Accounting for Earnout Shares
Sponsor Earnout Shares, page 200
34. The Sponsor Earnout Shares do not meet the criteria in ASC 815-40 to
be considered
indexed to the combined company common stock and therefore will be
classified as a
liability. Please disclose the significant factors that led to this
determination. Please also
disclose what accounting impact there will be of the 3.5 million of
Sponsor Shares that
will be forfeited for no consideration.
SAFEs, page 201
35. Please clarify in your disclosures how it was determined the number of
shares of common
stock of Stardust Power into which the SAFEs will convert into
immediately prior to
closing.
Stardust Power Earnout Shares, page 201
36. The Stardust Power Earnout Shares have been determined to be indexed
to the entity s
own stock as described in ASC 815-40 and therefore will be classified
as equity. Please
disclose the significant factors that led to this determination.
Unaudited Pro forma Condensed Combined Balance Sheet, page 203
37. For adjustment (H), you are reflecting a payable to the bank of $7
million in the maximum
redemption scenario as you will not have a sufficient amount of cash.
Please disclose
your basis for assuming that you will be able to borrow funds from a
bank, including what
specific financing arrangement you intend to use.
38. For adjustment D, there appear to be multiple components including to
the conversion of
SAFE notes. Please separately discuss and present each of these
components so it is clear
what the impact is of each of these components.
39. For adjustment (E), please disclose what your basis is for assuming a
waiver of the $10.5
million of deferred underwriting commissions including if you have
entered into an
agreement regarding the waiver. Refer to Rule 11-01(a)(8) of
Regulation S-X.
Note 4. Loss Per Share, page 206
40. We note the difference in the weighted average shares used for
purposes of the pro forma
net loss per share calculation differs from the total shares expected
to be issued and
outstanding after the Business Combination as disclosed on page 202.
This appears to be
due to note 1 which states that Stardust Power rollover equity has
been adjusted for
2,779,291 unvested shares for all redemption scenarios. Please
disclose your basis for this
adjustment for purposes of determining your pro forma net loss per
share amount.
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany9,NameGlobal
February 2024 Partner Acquisition Corp II
February
Page 10 9, 2024 Page 10
FirstName LastName
Information about GPAC II
Directors and Executive Officers, page 215
41. We note your disclosure on page 216 that you CEO and Chairman has a
track record with
SPACs. Please revise your disclosure to discuss any track record that
your sponsor,
directors, or management have with SPACs. Please provide balanced
disclosure about this
record, including Mr. Patel s record with Endurance Acquisition
Corp., and the outcomes
of the prior transactions, including disclosing the names of SPACs,
the status of each, and
the dates of any successful business combinations.
Business of Stardust Power
Company Overview and History, page 231
42. We note your disclosure here that Stardust Power s mission is to be
committed to
producing battery-grade lithium products in a sustainable manner
and that it strives to
build sustainability into each step of its process. Please revise
to define the terms
sustainable and sustainability as used here and throughout
the prospectus at first use.
43. We note your disclosure that once completed, Stardust Power expects
that its Facility to
be one of the largest lithium refineries in the U.S. Revise to provide
a basis for this
statement given Stardust Power's development stage.
44. We note your disclosure that Stardust Power will source lithium
brine feedstock from
various suppliers and that the company seeks to sell its
products to EV manufacturers as
the primary market. Please revise your disclosure here to also
discuss, as you do in risk
factors on pages 61 and 53, that there is uncertainty related to
whether and how much
economically recoverable lithium exists on properties of Stardust
Power s partners and
that these partnerships may not yield desired economic results. Please
also revise your
discussion of Stardust Power s target market to explain that it is
not currently marketing
or selling its products and currently has no customers.
45. We note your disclosure here discussing the illustrative incentive
analysis for up to $257
million in performance-based incentives from the State of Oklahoma
(covering Phase 1
and 2) related to setting up Stardust Power s refinery facility.
Please revise your
disclosure here or elsewhere in this section of your registration
statement to provide
further detail regarding the illustrative incentive analysis,
including what the specific
performance-based incentives are, any milestones that the company must
achieve in order
to receive each incentive, the value of each performance-based
incentive, and to discuss
the anticipated timeline for achieving the milestones and receiving
the related incentives.
Please make corresponding revisions in the section of your disclosure
starting on page 261
where you discuss the company s planned refinery.
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany9,NameGlobal
February 2024 Partner Acquisition Corp II
February
Page 11 9, 2024 Page 11
FirstName LastName
Lithium Industry, page 232
46. We note your disclosure throughout this section discussing the various
lithium industry
trends, including discussion of market opportunity including your
statement on page 235
that there s an important piece missing between mine and
manufacturing: turning lithium
ore into the purer lithium carbonate or lithium hydroxide needed for
batterie. Given that
you intend to operate a refinery in the U.S. to address this market
opportunity, please
revise your discussion of the industry and market opportunity to
address more specifically
your business focus, the potential demand for these facilities,
challenges presented to
entering this market and the current refinery competitive landscape.
47. Please revise all graphs and figures throughout this section so that
all fonts are clearly
legible.
Overall Market Opportunity , page 235
48. We note your disclosure here that the global lithium market was
valued at $4.65 billion
in 2021 and is expected to grow at a compound annual growth rate of
13.5% between
2023 to 2028. Given that Stardust Power s aim is to be one of
the largest suppliers of
battery-grade lithium ion in the U.S., please revise your
disclosure to state how much of
the global lithium market you believe is considered to be Stardust
Power s total
addressable market. In your revised disclosure, please also further
describe the
addressable market and substantiate the reasons for your belief.
Stardust Power's Strategy, page 256
49. We note your disclosure here that Stardust Power s strategy is to
limit technology risk by
deploying established, proven technologies from best-in-class
partners. We also note,
however, your disclosure in a risk factor on page 67 where you state
that Stardust Power s
success as a producer of lithium depends in part on the implementation
of direct lithium
extraction technologies and that the technology for DLE remains in
development with
only a handful of projects already in commercial construction.
Please revise your
disclosure here to clarify how you intend to limit technology risk
by deploying
established, proven technologies from best-in-class partners given
that Stardust Power s
business depends on developmental-stage technology.
50. We note your disclosure here that Stardust Power has engaged Hatch
Ltd. to provide
technical reporting and feasibility leveraging their lithium industry
expertise, as well as
Enercon Services Inc. to conduct various environmental studies that
are a prerequisite to
set up the Facility. We further note that a Critical Issues
Analysis, a Phase I
Environmental Site Assessment and Project Readiness Assessment have
been conducted.
Please revise your disclosure to discuss the material findings of this
analysis and
assessment. We also note that a geotechnical analysis was commissioned
and is expected
to be completed in Q1 2024. Please revise your disclosure to discuss
the objectives of this
report and its significance to your plans to construct a refinery.
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany9,NameGlobal
February 2024 Partner Acquisition Corp II
February
Page 12 9, 2024 Page 12
FirstName LastName
The Site, page 257
51. We note your disclosure here that the property is currently under an
Exclusive Option to
Purchase Agreement and that on January 10, 2024, Stardust Power
entered into an
agreement to exercise the option and purchase the land for an
additional amount of
$1,562,030. Please revise your disclosure to include all material
terms of these
agreements, including any termination provisions. Please also revise
your disclosure to
clarify whether Stardust Power has already exercised its option and
purchased the land or
when it will do so pursuant to the agreement. Finally, please file
these agreements as
exhibits to your registration statement. Alternatively, advise us why
such agreements are
not material and required to be filed. See Item 601(b)(10) of
Regulation S-K.
Exploration and Extraction, page 259
52. With respect to each of your material agreements with QX Resources,
Zelandez Ltd,
Geolith, Hatch Ltd. and Enercon, please revise your disclosure to
discuss all material
terms of these agreements, including:
the nature and scope of any intellectual property transferred;
each parties' rights and obligations;
quantification of all up-front or execution payments received
or paid to date;
aggregate amounts paid or received to date under the agreement;
aggregate amounts of all potential development, regulatory and
commercial
milestone payments;
quantification of the royalty rate, or a range no greater than
10 percentage points per
tier;
disclosure of the duration of the agreement and when royalty
provisions expire; and
disclosure of termination provisions.
Please also file these agreements as exhibits to your registration
statement. Alternatively,
advise us why such agreements are not material and required to be
filed. See Item
601(b)(10) of Regulation S-K.
53. In your description of each partnership or memorandum of understanding
in this section,
please revise to include more specific disclosures with respect to the
timelines, status,
estimated costs and potential need for additional financing to
complete each described
Phase.
EPCM Model, page 261
54. We note your disclosure here that Hatch was expected to be starting
the front-end loading
(FEL-1) on December 11, 2023. Please revise your disclosure to provide
the current status
of this study and to summarize the material findings and
determinations that have resulted
from the study.
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany9,NameGlobal
February 2024 Partner Acquisition Corp II
February
Page 13 9, 2024 Page 13
FirstName LastName
Competitive Strengths, page 268
55. We note your disclosure here discussing that Stardust Powers will
rely on its competitive
strengths, including a refinery optimized for multiple inputs,
speed to market, and
limited technology risks. Given Stardust Power s current
status as a development stage
company without an operational facility, please revise to clarify the
discussion of these
strengths so as not to give the impression that these are current
realized strengths.
Certain Relationships and Related Party Transactions
Services Agreement with VIKASA Capital Partners LLC (VCP), page 308
56. We note your disclosure here relating to Stardust Power s Services
Agreement, as
amended, with VIKASA Capital Partners LLC (VCP) for certain corporate
and advisory
services. We also note that pursuant to this agreement, nearly $1.0
million has been paid
to VCP for its services since March 2023. Please revise your
disclosure here to include the
term of the agreement and any termination provisions. Please also file
the agreement and
amendments thereto as exhibits to the registration statement or
alternatively provide us
your analysis for why these are not required to be filed. Refer to
Item 601(b)(10) of
Regulation S-K.
Global Partner Acquisition Corp II
Condensed Statements of Operations, page F-26
57. Based on disclosures on page 225, you negotiated settlement and
release agreements with
various creditors in exchange for certain payments made and resulting
in the reversal of
accruals totaling approximately $2,961,000 which is included as a
credit to operating
expenses. Please help us better understand how you determined the
appropriate
accounting for and statements of operations presentation for this gain
amount.
Specifically, please tell us the nature of these costs and how they
were reflected on your
financial statements at the time of recording the costs. Please also
address how you
determined the gain should be reflected in income from operations
rather than other
income(expense).
Stardust Power Inc. and Subsidiary
Note 12. Subsequent Events, page F-60
58. We note the purchase of 14,256,000 shares of QX Resources Limited, a
company listed on
the Australian Securities Exchange that focuses on exploration and
development of battery
minerals, for $200,000. Please expand your disclosures in the
subsequent events note to
address the percentage of shares purchased and correspondingly how you
intend to
account for this investment. Please also address what consideration
was given to
reflecting this transaction in the pro forma financial information.
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany9,NameGlobal
February 2024 Partner Acquisition Corp II
February
Page 14 9, 2024 Page 14
FirstName LastName
General
59. We note your disclosure in a risk factor on page 97 that "UBS
Securities LLC and RBC
Capital Markets, LLC, the underwriters for the GPAC II initial public
offering, have each
agreed to waive the deferred underwriting commission." Please disclose
how this waiver
was obtained, why the waiver was agreed to, and clarify the SPAC s
current relationship
with UBS Securities LLC and RBC Capital Markets, LLC. Revise your
relevant
disclosure referring to the payment of deferred underwriting
commissions.
60. Please describe what relationship existed between each of UBS
Securities LLC and RBC
Capital Markets, LLC and GPAC II after the close of the IPO, including
any financial or
merger-related advisory services conducted by either UBS Securities
LLC or RBC Capital
Markets, LLC. For example, clarify whether UBS Securities LLC or RBC
Capital
Markets, LLC had any role in the identification or evaluation of
business combination
targets.
61. Tell us whether UBS Securities LLC or RBC Capital Markets, LLC was
involved in the
preparation of any disclosure that is included in the Form S-4
registration statement,
including any analysis underlying disclosure in the registration
statement. If so, clarify
their involvement, whether they have retracted any work product
associated with the
transaction, and the risk of such withdrawal and reliance on their
expertise. Further, please
clarify that UBS Securities LLC and RBC Capital Markets, LLC claim no
role in the
SPAC s business combination transaction and have affirmatively
disclaimed any
responsibility for any of the disclosure in this registration
statement.
62. Please tell us whether you are aware of any disagreements with UBS
Securities LLC or
RBC Capital Markets, LLC regarding the disclosure in your registration
statement.
Further, please add risk factor disclosure that clarifies that UBS
Securities LLC and RBC
Capital Markets, LLC were to be compensated, in part, on a deferred
basis for their
underwriting services in connection with the SPAC IPO and such
services have already
been rendered, yet UBS Securities LLC and RBC Capital Markets, LLC are
waiving such
fees and disclaiming responsibility for the Form S-4 registration
statement. Clarify the
unusual nature of such a fee waiver and the impact of it on the
evaluation of the business
combination.
63. Disclose whether UBS Securities LLC or RBC Capital Markets, LLC
provided you with
any reasons for the fee waiver. If there was no dialogue and you did
not seek out the
reasons why UBS Securities LLC and RBC Capital Markets, LLC were
waiving deferred
fees, despite already completing their services, please indicate so in
your registration
statement. Further, revise the risk factor disclosure to explicitly
clarify that UBS
Securities LLC and RBC Capital Markets, LLC have performed all their
obligations to
obtain the fee and therefore are gratuitously waiving the right to be
compensated.
64. We note your disclosure throughout the registration statement,
including in footnote 6 on
Chandra R. Patel
Global Partner Acquisition Corp II
February 9, 2024
Page 15
page 6, that Stardust Power is contemplating conducting a private
placement or equity
raise prior to closing that will result in the issuance of 10 million
shares of combined
company common stock for $100 million at closing. Please revise your
disclosure to
discuss the purpose of this private placement or equity raise,
including whether it is being
conducted to meet any specific closing conditions with respect to the
business
combination and what are the intended use of proceeds. Please also
clarify whether the
SPAC's sponsors, directors, officers or their affiliates will
participate in the private
placement or equity raise. Please also ensure that your disclosure in
your risk factors
reflects all risks to shareholders related to this transaction,
including the potential
dilutionary impact to non-redeeming shareholders.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
Comapany NameGlobal Partner Acquisition Corp II
Office of
Industrial Applications and
February 9, 2024 Page 15 Services
FirstName LastName