- The combined entity will be named Stardust Power Inc. and is
expected to be listed on Nasdaq under the ticker symbol
“SDST.”
- Stardust Power aims to address a burgeoning lithium supply
shortage, driven by anticipated soaring demand for electric vehicle
(EV) battery capacity.
- Domestic production of battery-grade lithium is crucial to
American national security to reduce dependence on China.
- Stardust Power plans to construct the lithium refinery located
in Greater Tulsa, Oklahoma, centrally located from a supply and
offtake perspective and is designed for production of up to 50,000
metric tonnes of battery-grade lithium annually.
- Pro forma implied enterprise value of the combined company of
$490 million. The transaction is expected to be completed during
the first half of 2024.
- Stardust Power’s management team combines decades of technical
expertise and experience across global mining consulting firms,
with successful capital raising experience.
- Stardust Power’s existing owners and management will roll 100%
of their interests in Stardust Power into the combined company,
which reflects the Company’s support for the combination, as well
as confidence in the go-forward prospects for the combined
entity.
Stardust Power Inc. (“Stardust Power” or “the
Company”), a development stage American manufacturer of
battery-grade lithium products, and Global Partner Acquisition
Corp. II (“GPAC II”) (Nasdaq: GPAC; GPACW;
GPACU), a publicly traded special purpose acquisition
company (“SPAC”), today announced it has entered into a
definitive agreement for a business combination that would result
in Stardust Power becoming a publicly listed company on Nasdaq
under the new ticker symbol “SDST.”
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20231120189778/en/
Strategic location of Stardust Power’s
lithium refinery in Oklahoma (Graphic: Business Wire)
Electrification and Addressing U.S. Lithium Supply
Insecurity
Electrification of transportation is one of the cornerstones of
the energy transition. With anticipated increases in EV adoption
over the next decade, demand for lithium is expected to increase by
approximately 5,700% by 2030, as lithium-ion batteries will be
needed to power those vehicles.1 While lithium resources are
plentiful in the U.S., accounting for up to 17% of global reserves,
little domestic lithium refining capacity exists.2 Dozens of
gigafactories are being developed across the country highlighting
the need for supply of battery grade lithium. In addition, domestic
production of battery-grade lithium is crucial to American national
security. The IEA estimates that up to 85% of worldwide lithium
resources are currently sent to China for refining into
battery-grade lithium, while minimal refining capacity currently
exists in the U.S.3
Stardust Power’s strategy is to become a leading producer of
battery grade lithium products in the U.S. The Company believes
that designing a large central refinery optimized for multiple
inputs of brine lithium feedstock provides an opportunity to scale
production rather than the dependence on single assets. The
proposed new battery-grade lithium refining facility in Greater
Tulsa, Oklahoma, is expected to produce 50,000 metric tonnes per
year of American battery-grade lithium, supporting the expansion of
domestic manufacturing and helping to secure U.S. energy
independence by reducing EV supply chain dependence on foreign
sources of material. This is anticipated to reduce the reliance on
lithium imports from China which could be threatened by increasing
Chinese export controls, among other factors.
The Oklahoma refinery site is shovel ready. The site has access
to existing power (including from renewable sources), water supply,
wastewater treatment, and natural gas service, as well as
connections to major railways for material delivery and offtake.
Once operational, the refinery is anticipated to draw employees
from the surrounding area through workforce training programs and
job placement partnerships.
“Stardust Power aims to solve one of the largest challenges of
the energy transition – reliable access to the critical minerals
that will make the transition a reality,” said Roshan Pujari, CEO
of Stardust Power. “Refined lithium is the key component in the
lithium-ion batteries which make the proliferation of EVs, and
decarbonization of transportation, possible. Domestic production of
battery-grade lithium is also a crucial factor to American national
security and leadership in the energy transition, which Stardust
Power is working to address.”
Strategic Advantages of the Stardust Power’s Refinery
Location
Stardust Power has secured 66 acres in Greater Tulsa, Oklahoma,
which the Company believes to be an ideal location for its
facilities. The geographic location of Oklahoma is advantageous
from a supply and offtake perspective. Oklahoma is a legacy energy
producer and has a pro-industry ecosystem. The state has a highly
skilled workforce in the oil and gas engineering sector that can be
trained for lithium refinery operations. The site also has access
to the largest inland waterway system in America, a strong
interstate highway network, and rail lines. This expansive
infrastructure network further provides a supportive system for
Stardust Power’s growth opportunities.
Securing Domestic Lithium Supply
Stardust Power’s approach to feedstock supply begins with
identification and development of lithium resources across the U.S.
Stardust Power is working with oil and gas producers to recycle
wastewater for the production of lithium. Significant reserves of
raw lithium exist and are actively being explored from Arkansas,
Nevada, and California to Texas and Pennsylvania.4 Stardust Power
is working with strategic partners and is expected to actively make
investments upstream to develop lithium supply lines. As the
Company moves forward, it seeks to increasingly vertically
integrate with lithium suppliers, the management believes being a
public company will accelerate its growth strategy.
As lithium reserves continue to be identified and recovery is
permitted, Stardust Power expects that Direct Lithium Extraction
(DLE) technology will be used to recover the raw lithium. This
process is both more efficient than traditional brining pond
methods of production as well as more environmentally sustainable,
which is anticipated to reduce land and freshwater use, while
recycling brine water used during production.
Aligned Mission and Vision
GPAC II is a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, or similar business
combinations, traded on Nasdaq under ticker symbols “GPAC,”
“GPACW,” and “GPACU.”
GPAC II offers its merger partner long-term value creation with
a proven track record and a value-added sponsor and executive team
with operational and transaction expertise. GPAC II is led by
executives of Antarctica Capital, an international investment firm
headquartered in New York with assets under management of
approximately $1.5 billion as of December 31, 2022. Antarctica
Capital is dedicated to investments in private markets and real
assets and the establishment of long-term capital vehicles to
leverage this investment focus. Antarctica Capital's investment
approach has an inherent focus on sustainability and providing more
than capital to develop companies.
GPAC II’s Chairman and Chief Executive Officer, Chandra R. Patel
commented, “We are extremely pleased about GPAC II’s business
combination with Stardust Power, a pioneering American lithium
refiner with impressive growth potential and a massive addressable
market. We believe our track record as a constructive and
value-added group makes us compelling partners to enable the
Stardust team to execute successfully its public listing and scale
to become an industry leader. We support Stardust Power’s mission
of providing increased U.S. energy independence and to reduce
reliance on foreign sources of lithium.”
Transaction Overview
The implied pro forma enterprise value of Stardust Power is
expected to be $490 million.5 Stardust Power’s existing owners and
management will roll 100% of their interests in Stardust Power into
the combined company, which reflects the Company’s support for the
combination, as well as confidence in the go-forward prospects for
the combined entity. The existing Stardust Power leadership team is
expected to remain in place and will continue to execute the
Company’s strategy.
Additional information about the proposed transaction, including
a copy of the business combination agreement and the investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by GPAC II with the U.S. Securities and Exchange
Commission (the “SEC”) and available at www.sec.gov.
Advisors
Cohen & Company Capital Markets, a division of J.V.B.
Financial Group, LLC (“CCM”), served as an exclusive
financial advisor and lead capital markets advisor to Stardust
Power. Norton Rose Fulbright and Kirkland & Ellis LLP served as
legal counsel to Stardust Power and GPAC II, respectively.
References:
1. Forecasts: Lithium. (2023). Benchmark Mineral Intelligence.
www.benchmarkminerals.com/forecasts/lithium/ 2. Lithium - World
Nuclear Association. (2022). World-Nuclear.org.
world-nuclear.org/information-library/current-and-future-generation/lithium.aspx
3. IEA. (2023). Trends in batteries – Global EV Outlook 2023 –
Analysis. IEA.
www.iea.org/reports/global-ev-outlook-2023/trends-in-batteries 4.
Rhymes, J. H., Jamie D. (2023, May 22). The Smackover Formation:
Unveiling the Lithium Potential. The Energy Law Blog.
www.theenergylawblog.com/2023/05/articles/business/louisiana-law/the-smackover-formation-unveiling-the-lithium-potential/;
Shale Reservoirs Could be “Substantial Source of Lithium.” (2022,
May 17). University of Houston.
uh.edu/news-events/stories/2022-news-articles/may-2022/05172022-lithium.php;
Firm Claims Texas Well Holds Highest Lithium Concentrations in
North America. (2023, October 27). JPT.
jpt.spe.org/firm-claims-texas-well-holds-highest-lithium-concentrations-in-north-america;
Nevada’s vast lithium deposits offer economic opportunity,
difficult decisions. (2023, February 19). The Nevada Independent.
thenevadaindependent.com/article/nevadas-vast-lithium-deposits-offer-economic-opportunity-difficult-decisions;
“Lithium Valley” may provide California with its next gold rush.
(2023, July 5). www.cbsnews.com.
www.cbsnews.com/news/california-lithium-industry-develops-for-electric-vehicle-battery-needs-60-minutes-2023-05-07/
5. The implied pro forma enterprise value of the combined company
is $490 million, assuming transaction expenses of $10 million. The
sponsor will forfeit 3.5 million shares, and place 1.0 million
shares in a price based earnout, with 3.0 million shares
outstanding at close.
About Stardust Power Inc.
Stardust Power Inc. is a development stage manufacturer of
battery-grade lithium products deigned to supply the EV industry
and helping to secure America’s leadership in the energy
transition. Stardust Power is developing a strategically central
lithium refinery in Greater Tulsa, Oklahoma capable of producing
50,000 metric tonnes per annum of battery-grade lithium. Committed
to sustainability at each point in the process, the company enjoys
a diversified supply of lithium from American brine sources. For
more information, visit stardust-power.com.
About Global Partner Acquisition Corporation II
Global Partner Acquisition Corporation II (“GPAC II”) is a
special purpose acquisition company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar Business Combination.
GPAC II offers its merger partner a unique value-added partner.
GPAC II is led by executives of Antarctica Capital, an
international investment firm headquartered in New York with assets
under management of approximately $1.5 billion as of December 31,
2022. Antarctica Capital is dedicated to investments in private
markets and real assets and the establishment of long-term capital
vehicles to leverage this investment focus. GPAC II is listed on
Nasdaq under ticker symbols “GPAC,” “GPACW,” and “GPACU.” For more
information about GPAC II, visit www.gpac2.com. For more
information about Antarctica Capital, visit
antarcticacapital.com.
Forward-Looking Statements
The information included herein and in any oral statements made
in connection herewith include “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Exchange Act. All statements, other than
statements of present or historical fact included herein, regarding
the proposed business combination, GPAC II’s and Stardust Power’s
ability to consummate the transaction, the benefits of the
transaction, GPAC II’s and Stardust Power’s future financial
performance following the transaction, as well as GPAC II’s and
Stardust Power’s strategy, future operations, financial position,
estimated revenues and losses, projected costs, prospects, plans
and objectives of management are forward-looking statements. When
used herein, including any oral statements made in connection
herewith, the words “could,” “should,” “will,” “may,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” the
negative of such terms and other similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain such identifying words.
These forward-looking statements are based on GPAC II’s and
Stardust Power’s management’s current expectations and assumptions
about future events and are based on currently available
information as to the outcome and timing of future events. GPAC II
and Stardust Power caution you that these forward-looking
statements are subject to risks and uncertainties, most of which
are difficult to predict and many of which are beyond the control
of GPAC II and Stardust Power. These risks include, but are not
limited to, (i) the risk that the proposed business combination may
not be completed in a timely manner or at all, which may adversely
affect the price of GPAC II’s securities; (ii) the risk that the
proposed business combination may not be completed by GPAC II’s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by GPAC
II; (iii) the failure to satisfy the conditions to the consummation
of the proposed business combination, including the approval of the
proposed business combination by GPAC II’s shareholders and
Stardust Power’s stockholders, the satisfaction of the minimum
trust account amount following redemptions by GPAC II’s public
shareholders and the receipt of certain governmental and regulatory
approvals; (iv) the effect of the announcement or pendency of the
proposed business combination on Stardust Power’s business
relationships, performance, and business generally; (v) risks that
the proposed business combination disrupts current plans of
Stardust Power and potential difficulties in Stardust Power’s
employee retention as a result of the proposed business
combination; (vi) the outcome of any legal proceedings that may be
instituted against GPAC II or Stardust Power related to the
agreement and the proposed business combination; (vii) changes to
the proposed structure of the business combination that may be
required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the business combination (viii) the ability to maintain the listing
of GPAC II’s securities on the Nasdaq; (ix) the price of GPAC II’s
securities, including volatility resulting from changes in the
competitive and highly regulated industries in which Stardust Power
plans to operate, variations in performance across competitors,
changes in laws and regulations affecting Stardust Power’s business
and changes in the combined capital structure; (x) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed business combination, and identify
and realize additional opportunities; (xi) the impact of the global
COVID-19 pandemic and (xii) other risks and uncertainties related
to the transaction set forth in the sections entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in GPAC II’s prospectus relating to its initial Public Offering
(File No. 333-351558) declared effective by the U.S. Securities and
Exchange Commission (the “SEC”) on January 11, 2021 and other
documents filed, or to be filed with the SEC by GPAC II, including
GPAC II’s periodic filings with the SEC, including GPAC II’s Annual
Report on Form 10-K filed with the SEC on March 31, 2023 and any
subsequently filed Quarterly Report on Form 10-Q. GPAC II’s SEC
filings are available publicly on the SEC’s website at
http://www.sec.gov.
The foregoing list of factors is not exhaustive. There may be
additional risks that neither GPAC II nor Stardust Power presently
know or that GPAC II or Stardust Power currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. You should
carefully consider the foregoing factors and the other risks and
uncertainties that will be described in GPAC II’s proxy statement
contained in the registration statement on Form S-4 (the
“Registration Statement”), including those under “Risk Factors”
therein, and other documents filed by GPAC II from time to time
with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and GPAC II and Stardust Power assume
no obligation and, except as required by law, do not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither
GPAC II nor Stardust Power gives any assurance that either GPAC II
or Stardust Power will achieve its expectations.
Important Information About the Business Combination and
Where to Find It
In connection with the proposed business combination, GPAC II
will file a Registration Statement with the SEC that will include a
preliminary prospectus with respect to GPAC II’s securities to be
issued in connection with the proposed transactions and a
preliminary proxy statement with respect to the shareholder meeting
of GPAC II to vote on the proposed transactions (the “proxy
statement/prospectus”). GPAC II may also file other documents
regarding the proposed business combination with the SEC. The proxy
statement/prospectus will contain important information about the
proposed business combination and the other matters to be voted
upon at an extraordinary general meeting of GPAC II’s shareholders
to be held to approve the proposed business combination and other
matters and may contain information that an investor may consider
important in making a decision regarding an investment in GPAC II’s
securities. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF GPAC
II AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO
THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GPAC II, STARDUST
POWER AND THE PROPOSED BUSINESS COMBINATION. After the Registration
Statement is declared effective, the definitive proxy
statement/prospectus to be included in the Registration Statement
will be mailed to shareholders of GPAC II as of a record date to be
established for voting on the proposed transaction. Once available,
shareholders of GPAC II will also be able to obtain free copies of
the Registration Statement, including the proxy
statement/prospectus, and other documents containing important
information about GPAC II and Stardust Power once such documents
are filed with the SEC, through the website maintained by the SEC
at http://www.sec.gov or by directing a request to Global Partner
Acquisition Corp II, 7 Rye Ridge Plaza, Suite 350, Rye Brook, New
York 10573, attention: Global Partner Sponsor II LLC.
Participants in the Solicitation
GPAC II, Stardust Power and certain of their respective
directors and executive officers may be deemed participants in the
solicitation of proxies from GPAC II’s shareholders with respect to
the proposed business combination. A list of the names of those
directors and executive officers of GPAC II and a description of
their interests in GPAC II is set forth in GPAC II’s filings with
the SEC (including GPAC II’s prospectus relating to its initial
public offering (File No. 333-251558) declared effective by the SEC
on January 11, 2021, GPAC II’s Annual Report on Form 10-K filed
with the SEC on March 31, 2023 and subsequent filings on Form 10-Q
and Form 4). Additional information regarding the interests of
those persons and other persons who may be deemed participants in
the proposed business combination may be obtained by reading the
Registration Statement. The documents described in this paragraph
are available free of charge at the SEC’s website at www.sec.gov,
or by directing a request to Global Partner Acquisition Corp II, 7
Rye Ridge Plaza, Suite 350, Rye Brook, New York 10573, attention:
Global Partner Sponsor II LLC. Additional information regarding the
names and interests of such participants will be contained in the
Registration Statement for the proposed business combination when
available.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of GPAC II, Stardust Power or the combined company, nor shall there
be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231120189778/en/
Stardust Power Contacts
For Investors: William Tates
Stardust Power Inc. william@stardust-power.com For Media: Johanna Gonzalez
investor.relations@stardust-power.com
Global Partner Acquisition Corporation II Contacts
For Media and Investors:
info@gpac2.com
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