View:
United States securities and exchange commission logo
April 12, 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. 1 to
Registration Statement on Form S-4
Filed March 25,
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 February 9, 2024
letter.
Amendment No. 1 to Form S-4 Filed March 25, 2024
Cover Page
1. We note your response
to comment 9 and your revised disclosure here that you expect the
combined company to be
considered a controlled company upon closing. Please revise
your disclosure here
and throughout the registration statement to clearly identify the
controlling shareholder
and disclose the percentage of voting power that the shareholder
will hold following
completion of the offering.
Summary of the Proxy Statement/Prospectus
Star Power, page 2
2. We note your response
to comment 5 and your revised disclosure here discussing the
company s focus on
the midstream refinery process. Please revise to state, as you do in
your response, that the
company will seek to enter into letters of intent and memoranda of
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany
April NameGlobal Partner Acquisition Corp II
12, 2024
April 212, 2024 Page 2
Page
FirstName LastName
understanding to avail itself of brine feedstock supply and that its
business strategy will
depend on these agreements.
Organizational Structure, page 3
3. We note your response to comment 6 and your revised disclosure here
including to show
that Global Partner Sponsor II LLC has a 80.69% ownership interest in
GPAC II prior to
the business combination. Please revise to also clarify who holds the
remaining ownership
interest in GPAC II prior to the business combination.
Equity Ownership Upon Closing, page 4
4. We note your response to comment 7 and your revised disclosure here
and throughout the
registration statement. Please amend your disclosure to show the
potential impact of
redemptions on the per share value of the shares owned by
non-redeeming shareholders at
each redemption level, taking into account the post-transaction equity
value of the
combined company. Your disclosure should show the impact of certain
equity issuances
on the per share value of the shares, including the exercises of
public and private warrants
under each redemption scenario. In this regard, please separate line
items to show the
impact of the exercises of each the public warrants and the private
placement warrants.
5. We note your revised disclosure here to include the 127,777
non-redemption shares in
your sensitivity analysis. We note your disclosure in footnote 4 and
on page viii that these
shares will be issued pursuant to non-redemption agreements that were
entered into with
certain unaffiliated third parties so that they would not redeem an
aggregate of 1,503,254
Class A ordinary Shares in connection with the 2024 Extension
Amendment Proposal.
Please clarify whether the holders of these shares are GPAC II Public
Shareholders and
whether these public shareholders will have redemption rights with
respect to these shares.
Conditions to Completion of the Business Combination Agreement, page 8
6. We note your response to comment 10 and your revised disclosure here
and throughout
the registration statement. Please revise to clearly indicate whether
any or all of the
conditions to the obligations of Stardust Power can be waived. Please
also revise your
disclosure beginning on page 126 to clearly identify each closing
condition that is subject
to waiver as you have done here.
The GPAC II Board's Reasons for the Approval of the Business Combination, page
18
7. We note your response to comment 12 and your revised disclosure here
and throughout
the registration statement. In your response, you state that the
evaluation of Stardust
Power included a discount to account for the risk inherent in an
investment of a
development stage company. Please revise your disclosure, including
in the Background
of the Business Combination section, to disclose the discount rate and
address how this
discount was determined and its impact on negotiations of the payable
consideration.
Chandra R. Patel
Global Partner Acquisition Corp II
April 12, 2024
Page 3
Q: How will the Combined Company Public Warrants differ from the Combined
Company
Private Placement Warrants and what are the related risks, page 45
8. We note your response to comment 17 and reissue the comment in part.
Please revise your
disclosure here to clarify whether recent common stock trading prices
exceed the
threshold that would allow the company to redeem public warrants.
Nasdaq may delist the Combined Company's securities from trading on its
exchange, which
could limit investors' ability to make transactions, page 91
9. We note the disclosure that the Nasdaq Hearing Panel s hearing for
GPAC II
was scheduled to be held on April 2, 2024 and that GPAC II presented
its views with
respect to its additional listing deficiency to the Panel in writing
on February 5, 2024.
Please revise to update the disclosure in regard to GPAC II's listing
remediation.
Negotiations with Stardust Power, page 143
10. We note your response to comment 21 and we reissue the comment. Please
revise to
include additional detail to describe the changes in the agreements.
For example, please
describe the "mechanics to deal with certain items of indebtedness
that had surfaced
during GPAC II s due diligence, among other revisions."
11. We note your response to comment 22 and your revised disclosure on
page 144 and
reissue the comment in part. Please also disclosure the date on which
you retained
Kirkland & Ellis.
Discounted Cash Flow Analysis, page 150
12. We note your response to comment 28 and your revised disclosure stating
that Stardust
Power s financial projections were not presented to the Board, but
rather Enclave was
asked to create and use in its preparation of the Fairness Opinion its
own metrics based on
financial and other information provided by Stardust Power. We
further note your
revised disclosure on page 152 stating that Enclave selected and
applied reference range
multiples of (i) 1.5x to 2.5x to Enclave s independently forecasted
revenue of Stardust
Power for an appropriate period and (ii) 3.0x to 5.0x to the projected
EBITDA of Stardust
Power for the same, in each case as reflected in Enclave s
independently derived forecast
of Stardust Power s revenue and EBITDA for such periods based on
information supplied
by Stardust Power [ ]. Please clarify what types of financial
and other information
Stardust Power provided to Enclave that permitted Enclave to derive
forecasted revenue
FirstName LastNameChandra R. Patel
and EBITDA and whether any of that information was prospective. Please
also clarify the
Comapany NameGlobal
period that was anPartner Acquisition
appropriate Corp
period for II
the forecasted revenue and
EBITDA and how
it was determined
April 12, 2024 Page 3 to be appropriate.
FirstName LastName
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany
April NameGlobal Partner Acquisition Corp II
12, 2024
April 412, 2024 Page 4
Page
FirstName LastName
Summary of Financial Analyses, page 150
13. We note your response to comment 29 and reissue in part. 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 revised disclosure that Enclave selected publicly
traded companies and
precedent transactions in part based on their comparability to
Stardust Power.
Please revise to disclose the criteria on which comparability to
Stardust Power was
determined for the selected companies and transactions.
We note your revised disclosure that when selecting each of the
comparable
companies and transactions, Enclave also considered the
operational history of
companies. Please revise your disclosure to explain what
specifically was
considered with respect to operational history. For example,
clarify whether Enclave
selected development stage companies or a range of companies at
various stages in
their operational development.
Material U.S. Federal Income Tax Consequences of the Domestication and
Redemption to Public
Shareholders, page 198
14. We note your response to comment 30 and reissue the comment in part.
We note
your disclosure on page 200 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.
Unaudited Pro Forma Condensed Combined Financial Information, page 215
15. We note your response to comment 32. Please note that Rule 11-01(a)(8)
of Regulation S-
X requires pro forma financial information when consummation of other
transactions has
occurred or is probable for which disclosure of pro forma financial
information would be
material to investors. We believe pro forma financial information is
required for your
January 10, 2024 agreement to purchase land given the significance of
the purchase price
of the land relative to your pro forma balance sheets. Please revise
accordingly. If you will
be financing the purchase and recording a liability, please also
disclose the terms of the
financing.
16. We note in connection with the Non-Redemption Agreements, "the Sponsor
agreed to
transfer or cause to be issued for no consideration an aggregate of
127,777 shares and
simultaneous forfeiture of 127,777 shares in the case of an issuance
of a transfer in
connection with the consummation of the Business Combination. It is
anticipated that
there will be a new issuance of 127,777 shares in accordance with the
Non-Redemption
Chandra R. Patel
Global Partner Acquisition Corp II
April 12, 2024
Page 5
Agreements." Please disclose your accounting for this transaction and
provide a related
pro forma adjustment. Refer to Staff Accounting Bulletin Topic 5.T to
the extent
applicable.
Information about GPAC II
Directors and Executive Officers, page 235
17. We note your response to comment 41 and your revised disclosure here
discussing the
track record of certain directors and executive officers with SPACs.
We further note that
several individuals, including your CEO and Chairman, are affiliated
with Constellation
Acquisition Corp I, which appears to be in the process of searching
for a target company.
Please revise to disclose in an appropriate section of the
registration statement whether the
SPAC s sponsors considered more than one active SPAC to be the
potential acquirer of
Stardust Power and how the final decision was reached.
Business of Stardust Power
Lithium Industry, page 253
18. We note your response to comment 46 and your revised disclosure
throughout this section
beginning on page 253 and reissue the comment in part. We also note
your disclosure on
pages 254 and 255 that the majority of global refining capacity is
currently located in
Asia and that your objective is to emerge as a significant
supplier of lithium products
within the United States. We further note, however, your disclosure
on page 266 that
there are "other lithium refineries which are in the process of being
constructed in the
United States." Please revise your discussion of the industry and
competitive landscape to
address the current and anticipated U.S. refinery competitive
landscape, including whether
other new market entrants are expected and Stardust Power s position
relative to other
potential new entrants.
Overall Market Opportunity, page 255
19. We note your response to comment 48 and your revised disclosure here
that addresses
your total addressable market and the estimated number of EVs Stardust
Power anticipates
it will be able to supply. If you retain your disclosure noting the
global lithium market
valuation of $4.65 billion in 2021, please revise to clarify that the
value of the EV market
addressable by your products is significantly lower.
Stardust Power's Strategy, page 262
20. We note your response to prior comment 50 and revised disclosures. As it
appears that the
FirstName LastNameChandra R. Patel
technical feasibility of the refinery is material to your business
operations, please tell us
Comapany
whatNameGlobal
considerationPartner Acquisition
you have given to Corp
filing IICritical Issues
Analysis and
geotechnical
April 12, 2024 Page report
5 as exhibits with your registration statement.
FirstName LastName
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany
April NameGlobal Partner Acquisition Corp II
12, 2024
April 612, 2024 Page 6
Page
FirstName LastName
Supply Feedstock, page 266
21. We note your response to comment 52 and your revised disclosure
beginning on page 266.
Please revise your disclosure with respect to the following items:
With respect to your agreement with Usha Resources, we note
your disclosure that
[a]s part of a definitive agreement, Stardust Power would be
required to invest into
the development of the Jackpot Lake project. Please revise
your disclosure to further
discuss the material terms of this investment, including the
amount to be invested and
potential timeline.
With respect to your agreement with Hatch, we note your revised
disclosure that
Hatch has not transferred any intellectual property to
Stardust Power. Please clarify
whether it is anticipated that there may be any intellectual
property developed that
could be transferred pursuant to the agreement.
Additionally, we note your response that this agreement does not need
to be filed as it
does not relate to the purchase and sale of any products and
the Company is not
substantially dependent on the Hatch agreement to conduct its
business. We further note,
however, that the construction and eventual operation of your refinery
appears to depend
on the results of the Hatch assessment and scoping study, in
particular as Hatch appears to
be developing and mapping out an estimated target schedule for the
refinery build. Please
revise to disclose all material provisions of the agreement, including
termination
provision, and to file this agreement as an exhibit to the
registration statement. Refer to
Item 601(b)(10) of Regulation S-K.
22. We note your response to comment 53 and reissue the comment in part.
In particular with
respect to your agreements with Usha, IGX, QXR and Zelandez, which
appear to relate to
securing feedstock supply, please revise your disclosure to include
more specific
disclosures with respect to the timelines and potential need for
additional financing for
each counterparty to successfully complete its aim to produce a
feedstock supply. We note
that Stardust Power has or may provide an investment in each
counterparty under the
Usha, IGX and QXR agreements.
Incentives, page 274
23. We note your response to prior comment 45 and your revised disclosure.
We note the
disclosure that management believes that Stardust Power may benefit
from substantial
grants, financing, and other incentives provided by various government
organizations
designed to facilitate the manufacturing of battery-grade lithium
products and has engaged
the services of industry experts to assist in applying for government
grants, such as those
in Oklahoma. Please clarify the status of any applications for
incentive programs proposed
by Stardust Power.
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany
April NameGlobal Partner Acquisition Corp II
12, 2024
April 712, 2024 Page 7
Page
FirstName LastName
Competitive Strengths, page 276
24. We note your response to prior comment 55 and revised disclosures.
Please revise to
further balance the disclosures in the bulleted points by noting that
you have not
commenced operations at your refinery and have yet to produce any
lithium products.
Description of Securities
Anti-takeover Effects of the Proposed Certificate of Incorporation and the
Proposed Bylaws
Classified Board, page 340
25. We note your disclosure that following the business combination, the
combined company
board will be a classified board. Please amend your risk factor
disclosure on page 88 to
also describe the risks to investors, including any anti-takeover
effects, of
your classified board.
General
26. We note your response to comment 47 and reissue the comment. Please
revise all graphs
and figures throughout this section so that all fonts are clearly
legible. For example, please
increase the font size for the flowsheets provided on pages 266 and
270. Revise all graphs
and figures throughout the registration statement as needed.
27. We note your response to comment 59 and we reissue the comment in
part. Please also
disclose the reasons for the fee waiver.
28. We note disclosure in a Form 8-K filed on April 8, 2024 that on April
5, 2024, Global
Partner Sponsor II LLC, the Sponsor converted 7,400,000 of GPAC II's
Class B ordinary
shares into Class A ordinary shares on a one-for-one basis. It was
further disclosed that
after conversion, GPAC II has a total of 9,194,585 Class A Ordinary
Shares and 100,000
Class B Ordinary Shares outstanding. Please revise to clarify whether
the Sponsor will
vote to approve the initial business combination with the additional
Class A Ordinary
Shares.
29. In the Form 425 filed on March 21, 2024, you state that capital
expenditure requirements
for the refinery itself is estimated to be over $1.2 billion. Please
revise your Liquidity and
Capital Resources section and other relevant sections of your
registration statement to
provide additional details regarding your capital expenditures for the
refinery.
Chandra R. Patel
FirstName LastNameChandra R. IIPatel
Global Partner Acquisition Corp
Comapany
April NameGlobal Partner Acquisition Corp II
12, 2024
April 812, 2024 Page 8
Page
FirstName LastName
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,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Julian Seiguer