GPAC Delisting from NYSE American; Failed Business Combo

TL;DR

**GPAC is delisting from NYSE American because it couldn't find a merger partner.**

AI Summary

Global Partner Acquisition Corp II (GPAC) filed an 8-K on February 5, 2024, announcing that its Class A ordinary shares, warrants, and units will be delisted from the NYSE American exchange. This delisting, effective January 29, 2024, is due to the company's failure to complete a business combination within the required timeframe. This matters to investors because their shares will no longer trade on a major exchange, potentially reducing liquidity and making it harder to buy or sell the stock.

Why It Matters

The delisting means GPAC shares will no longer trade on a major exchange, which typically leads to lower liquidity and price transparency for investors.

Risk Assessment

Risk Level: high — Delisting from a major exchange significantly increases investment risk due to reduced liquidity and potential price volatility.

Analyst Insight

Investors holding GPAC shares should assess the impact of reduced liquidity and potential value depreciation following the delisting and consider their options for exiting the position.

Key Players & Entities

• Global Partner Acquisition Corp II (company) — the registrant filing the 8-K
• NYSE American (company) — the exchange from which GPAC is delisting
• January 29, 2024 (date) — the date of the earliest event reported regarding the delisting
• February 5, 2024 (date) — the filing date of the 8-K

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-sixth of one redeema

Filing Documents

• ea192894-8k425_global2.htm (8-K) — 56KB
• 0001213900-24-010108.txt ( ) — 281KB
• gpac-20240129.xsd (EX-101.SCH) — 4KB
• gpac-20240129_def.xml (EX-101.DEF) — 27KB
• gpac-20240129_lab.xml (EX-101.LAB) — 37KB
• gpac-20240129_pre.xml (EX-101.PRE) — 25KB
• ea192894-8k425_global2_htm.xml (XML) — 7KB

01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 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 financ

forward-looking statements are based on GPAC II's and Stardust Power's management's current expectations and assumptions

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

View Full Filing

View this 8-K filing on SEC EDGAR