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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 23, 2024
GLOBAL PARTNER ACQUISITION CORP II
(Exact name of registrant as specified in its
charter)
Cayman Islands |
|
001-39875 |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
200 Park Avenue, 32nd
Floor
New York, NY 10166 |
|
10573 |
(Address of principal executive offices) |
|
(Zip Code) |
(646) 585-8975
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-sixth of one redeemable warrant |
|
GPACU |
|
The Nasdaq Stock Market LLC |
Class A Ordinary Shares included as part of the units |
|
GPAC |
|
The Nasdaq Stock Market LLC |
Redeemable Warrants included as part of the units |
|
GPACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on January 17, 2024,
Global Partner Acquisition Corp II (the “Company” and “GPAC II”) received a written notice from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requests a hearing before
the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (shares, warrants, and rights) would be subject to
suspension and delisting from The Nasdaq Capital Market at the opening of business on January 25, 2024, due to the Company’s non-compliance
with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36
months of the effectiveness of its IPO registration statement (the “Suspension”).
On January 23, 2024, the Company timely submitted
a hearing request to appeal Nasdaq’s determination to the Panel to request sufficient time to complete a business combination, pursuant
to the procedures set forth in the Nasdaq Listing Rule 5800 Series (the “Hearing Request”). The Hearing Request will stay
the Suspension and the filing of the Form 25-NSE pending the Panel’s decision. The Panel’s hearing for the Company is scheduled
to be held on April 2, 2024.
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,
as amended (the “Securities Act” and Section 21E of the Securities Exchange Act of 1934, as amended (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 Inc.’s ( “Stardust Power”) 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 described in GPAC II’s proxy statement contained in the registration statement on
Form S-4 (File No. 333-276510) filed with the SEC on January 12, 2024 (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 has filed
a Registration Statement with the SEC that includes 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 ALL
RELEVANT DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT GPAC II, STARDUST POWER AND THE PROPOSED BUSINESS
COMBINATION.
The Registration Statement is not yet effective. After the Registration
Statement is declared effective, the definitive proxy statement/prospectus 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 transactions. Shareholders of GPAC II are able to obtain free
copies of the Registration Statement and, once available, will also be able to obtain free copies of the definitive proxy statement/ prospectus
and all other relevant documents containing important information about GPAC II and Stardust Power filed or that will be filed with the
SEC by GPAC II through the website maintained by the SEC at http://www.sec.gov, or by directing a request to Global Partner Acquisition
Corp II, 200 Park Avenue 32nd Floor, New York, New York 10166, attention: Global Partner Sponsor II LLC or by contacting Morrow Sodali
LLC, GPAC II’s proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203)
658-9400).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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, 200 Park Avenue 32nd Floor, New York, New York 10166, 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 Current Report 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 is not intended to 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 or
a solicitation of any vote or approval, 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.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: January 24, 2024
GLOBAL PARTNER ACQUISITION CORP II |
|
|
|
By: |
/s/ Chandra R. Patel |
|
Name: |
Chandra R. Patel |
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Title: |
Chief Executive Officer |
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Global Partner Acqusitio... (NASDAQ:GPACU)
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Global Partner Acqusitio... (NASDAQ:GPACU)
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