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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 29, 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, Global Partner Acquisition Corp II (the “Company”
and “GPAC II”) requested a hearing to appeal the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
delisting determination to the Nasdaq Hearings Panel (the “Panel”) to request sufficient time to complete a business combination,
pursuant to the procedures set forth in Nasdaq Listing Rule 5800 Series. The hearing has been scheduled for April 2, 2024.
On January 29, 2024,
the Company received a notice from the Nasdaq stating that the Company failed to hold an annual meeting of stockholders within 12 months
after its fiscal year ended December 31, 2022, as required by Nasdaq Listing Rule 5620(a). This matter serves as an additional basis for
delisting the Company’s securities from Nasdaq and the Panel will consider this additional matter in its decision regarding the
Company’s continued listing on Nasdaq. The Company presented its views with respect to this additional deficiency to the Panel in
writing on February 5, 2024.
There
can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will evidence compliance
within any extension period that may be granted by the Panel.
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:
February 5, 2024
GLOBAL PARTNER ACQUISITION CORP II |
|
|
|
By: |
/s/
Chandra R. Patel |
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Name: |
Chandra R. Patel |
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