Stardust Power Completes Asset Acquisition, Appoints New Leadership

TL;DR

Stardust Power bought assets, issued 1M shares, and shuffled its execs/board. Big changes happening!

AI Summary

Stardust Power Inc. announced on July 8, 2024, the completion of its acquisition of certain assets from 08 Industrial Applications and Services. This transaction involved the issuance of 1,000,000 shares of Stardust Power's common stock to the seller. The company also reported on changes in its executive team and board of directors, including the appointment of new officers and directors.

Why It Matters

This acquisition signifies a strategic move for Stardust Power, potentially expanding its operational capabilities. The changes in leadership suggest a restructuring or new direction for the company.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and changes in control, which can introduce significant operational and strategic risks.

Key Numbers

• 1,000,000 — Shares Issued (Issued to seller in asset acquisition)
• 20240708 — Report Date (Date of the reported events)

Key Players & Entities

• Stardust Power Inc. (company) — Registrant
• 08 Industrial Applications and Services (company) — Seller in asset acquisition
• 1,000,000 (dollar_amount) — Shares issued in acquisition
• Global Partner Acquisition Corp II (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SDST The Nasdaq Global Ma
• $11.50 — of Common Stock at an exercise price of $11.50 SDSTW The Nasdaq Global Market In
• $447,500,000 — ent was based on an enterprise value of $447,500,000 (excluding a $50 million earnout, based
• $50 million — rise value of $447,500,000 (excluding a $50 million earnout, based upon an assumed price of
• $10 — earnout, based upon an assumed price of $10 per share, payable upon achievement of
• $11.38 — for a redemption price of approximately $11.38 per share. Following the Meeting, on Ju
• $18,860,465.74 — 8 per share, for an aggregate amount of $18,860,465.74. Following the redemptions, there was $
• $1,564,085.75 — 4. Following the redemptions, there was $1,564,085.75 remaining in GPAC II's trust account.
• $9.35 — ck in a private placement at a price of $9.35 per share, for an aggregate commitment
• $10,075,000 — , for an aggregate commitment amount of $10,075,000 (the " PIPE Investment "). At the Closi

Filing Documents

• form8-k.htm (8-K) — 217KB
• ex3-1.htm (EX-3.1) — 56KB
• ex3-2.htm (EX-3.2) — 179KB
• ex10-1.htm (EX-10.1) — 321KB
• ex10-3.htm (EX-10.3) — 77KB
• ex10-4.htm (EX-10.4) — 58KB
• ex10-5.htm (EX-10.5) — 148KB
• ex10-6.htm (EX-10.6) — 309KB
• ex14-1.htm (EX-14.1) — 114KB
• ex21-1.htm (EX-21.1) — 3KB
• ex99-1.htm (EX-99.1) — 20KB
• ex99-2.htm (EX-99.2) — 281KB
• ex99-3.htm (EX-99.3) — 234KB
• ex99-4.htm (EX-99.4) — 188KB
• ex99-5.htm (EX-99.5) — 20KB
• ex99-1_001.jpg (GRAPHIC) — 11KB
• ex99-5_001.jpg (GRAPHIC) — 4KB
• 0001493152-24-027127.txt ( ) — 2825KB
• sdst-20240708.xsd (EX-101.SCH) — 4KB
• sdst-20240708_def.xml (EX-101.DEF) — 28KB
• sdst-20240708_lab.xml (EX-101.LAB) — 38KB
• sdst-20240708_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 7KB

Business

Business Combination On July 8, 2024 (the " Closing Date "), the registrant consummated the previously announced business combination (the " Closing ") pursuant to that certain Business Combination Agreement, dated as of November 21, 2023 (as amended, the " Business Combination Agreement "), by and among Global Partner Acquisition Corp II, a Cayman Islands exempted company (" GPAC II "), Strike Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of GPAC II (" First Merger Sub "), Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of GPAC II (" Second Merger Sub "), and Stardust Power Inc., a Delaware corporation (the " Company " or " Stardust Power "). In connection with the Business Combination (as defined herein), GPAC II filed a registration statement on Form S-4 on January 12, 2024 (File No. 333-276510) (as further amended, the " Registration Statement ") with the U.S. Securities and Exchange Commission (the " SEC "). On May 10, 2024, the Registration Statement was declared effective by the SEC and on May 23, 2024, GPAC II filed a proxy statement/prospectus dated May 22, 2024 (as subsequently supplemented, the " Proxy Statement/Prospectus ") with the SEC. Terms used in this Current Report on Form 8-K (this " Report ") but not defined herein, or for which definitions are not otherwise incorporated by reference herein, have the meaning given to such terms in the Proxy Statement/Prospectus in the section titled "Certain Defined Terms" beginning on page iii thereof, and such definitions are incorporated herein by reference. On the Closing Date, pursuant to the Business Combination Agreement, prior to the consummation of the Mergers (as defined below) contemplated by the Business Combination Agreement, and upon receipt of Supermajority Acquiror Shareholder Approval (as defined therein), GPAC II domesticated as a Delaware corporation (the " Domestication ") in accordance with Section 388 of

01 Entry

Item 1.01 Entry into a Material Definitive Agreement. Amended and Restated Registration Rights Agreement On the Closing Date, the Company, the Sponsor and certain equity holders of Stardust Power entered into an Amended and Restated Registration Rights Agreement, as described in the Proxy Statement/Prospectus beginning on page 127 titled "Proposal No. 1—The Business Combination Proposal—Potential Financing—Amended and Restated Registration Rights Agreement," pursuant to which, among other things, the parties thereto were granted customary registration rights with respect to shares of Combined Company Common Stock and Combined Company Private Placement Warrants. Pursuant to the Amended and Restated Registration Rights Agreement, the Combined Company agrees to file (at the Company's sole cost and expense) a shelf registration statement with the SEC registering the resale of certain shares of Combined Company Common Stock and Combined Company Private Placement Warrants from time to time, and the Company shall use commercially reasonable efforts to have such resale registration statement declared effective after the Closing in accordance with the Amended and Restated Registration Rights Agreement. Certain of the equity holders party to the Amended and Restated Registration Rights Agreement are also entitled to customary piggyback rights and may demand underwritten offerings, including block trades, of their registrable securities by the Company from time to time. The foregoing description of the terms of the Amended and Restated Registration Rights Agreement is qualified in its entirety by the full text of the Amended and Restated Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference. PIPE Subscription Agreements On the Closing Date, the Company consummated the transactions contemplated by the PIPE Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors agree

Business

Business The business of the Company is described in the Proxy Statement/Prospectus in the section titled "Business of Stardust Power" and pages 259-290 of the Proxy Statement/Prospectus are hereby incorporated by reference. Risk Factors The risks associated with the Company's business are described in the Proxy Statement/Prospectus in the section titled "Risk Factors" on pages 69-118 thereof are incorporated herein by reference. A summary of the risks associated with the Company's business are also described on page 34 of the Proxy Statement/Prospectus under the heading "Summary-Risk Factors" and are incorporated herein by reference. Financial Information The audited consolidated financial statements of Stardust Power for the period from March 16, 2023 (inception) through December 31, 2023 and the related notes included in the Proxy Statement/Prospectus on pages F-29 through F-52 are incorporated herein by reference. Unaudited pro forma condensed combined financial information of Stardust Power for the period from March 16, 2023 (inception) through December 31, 2023 is included in the Proxy Statement/Prospectus on pages 220 through 233 are incorporated herein by reference. The unaudited consolidated financial statements of Stardust Power for the three months ended March 31, 2024 is filed as Exhibit 99.2 to this Report and is incorporated herein by reference. Unaudited pro forma condensed combined financial information of GPAC II and Stardust Power for the three months ended March 31, 2024 is filed as Exhibit 99.2 to this Report and is incorporated herein by reference. Management's Discussion and Analysis of Financial Condition and Results of Operation Reference is made to the disclosure contained in the Proxy Statement/Prospectus on pages 291-310 in the section titled "Management's Discussion and Analysis of the Financial Condition and Results of Operations of Stardust Power," which is incorporated herein by reference. The Management's Discussio

Properties

Properties The properties of the Company are described in the Proxy Statement/Prospectus in the section titled "Business of Stardust Power—The Site" beginning on page 273 thereof and that information is incorporated herein by reference. Directors and Executive Officers Directors Upon the consummation of the Business Combination, the size of the Board was set at seven members, divided into three classes. The following persons constitute the Combined Company's Board effective upon the Closing: (i) Class I directors: Chandra R. Patel and Charlotte Nangolo; (ii) Class II directors: Roshan Pujari, Sudhindra Kankanwadi and Michael Cornett; and (iii) Class III directors: Anupam Agarwal and Mark Rankin. Mr. Pujari was appointed as the Chairman of the Board. Biographical information for these individuals is set forth in the supplement to the Proxy Statement/Prospectus, dated and filed with the SEC on June 21, 2024 in the section titled "Directors of the Combined Company Following the Closing" beginning on page 2, which is incorporated herein by reference. Committees of the Board of Directors Audit Committee The Board appointed Mr. Kankanwadi, Ms. Nangolo and Mr. Rankin to serve on the audit committee, with Mr. Kankanwadi serving as the chair. Mr. Kankanwadi qualifies as an "audit committee financial expert" under applicable SEC rules. As described below under "Director Independence," the Board has determined that Mr. Kankanwadi, Ms. Nangolo and Mr. Rankin are "independent" as that term is defined under the applicable rules

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