Stardust Power Inc. Files S-1

TL;DR

Stardust Power Inc. (formerly Global Partner Acquisition Corp II) filed an S-1. IPO incoming?

AI Summary

Stardust Power Inc. filed an S-1 form on January 15, 2025, detailing its business operations in primary smelting & refining of nonferrous metals. The company, formerly known as Global Partner Acquisition Corp II until a name change on November 10, 2020, is incorporated in Delaware and headquartered in Oklahoma City, OK. The filing provides financial data for periods ending December 31, 2022, 2023, and September 30, 2024.

Why It Matters

This S-1 filing indicates Stardust Power Inc. is preparing for a significant corporate event, likely an initial public offering or a major restructuring, which could impact its market presence and investor landscape.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company in the process of going public or undergoing significant financial changes, which inherently carries market and operational risks.

Key Numbers

• 20250115 — Filing Date (Indicates the date Stardust Power Inc. submitted its S-1 filing.)
• 1231 — Fiscal Year End (Shows the company's fiscal year concludes on December 31st.)
• 20201110 — Name Change Date (Marks the date the company changed its name from Global Partner Acquisition Corp II.)

Key Players & Entities

• Stardust Power Inc. (company) — Filer of the S-1 document
• Global Partner Acquisition Corp II (company) — Former name of Stardust Power Inc.
• 20250115 (date) — Filing date of the S-1
• 333-284298 (dollar_amount) — SEC file number
• 0001831979 (dollar_amount) — Central Index Key (CIK)

FAQ

Key Financial Figures

• $0.0001 — o 4,646,840 shares of our common stock, $0.0001 par value per share (" Common Stock "),
• $2.69 — sumed combined public offering price of $2.69 per share and accompanying Common Warra
• $0.125 — hare under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of Common Stock underly
• $2.64 — Common Stock as reported on Nasdaq was $2.64. There is no established public trading
• $2,000,000 — nvestor Group Direct LLC (" AIGD ") for $2,000,000, the Convertible Equity Agreement, date
• $50,000 — d April 30, 2024 with an individual for $50,000, and the Convertible Equity Agreement,
• $447.50 million — es of GPAC II Common Stock equal to (a) $447.50 million (subject to certain adjustments as set
• $10.00 — debt of Stardust Power) divided by (b) $10.00. " Mergers " means the First Merger a
• $3,000,000 — dated November 18, 2023, that provided $3,000,000 from AIGD (as amended and restated on A
• $200,000 — " February 2024 SAFE "), that provided $200,000. Immediately prior to the First Effecti

Filing Documents

• forms-1.htm (S-1) — 4848KB
• ex4-4.htm (EX-4.4) — 121KB
• ex4-5.htm (EX-4.5) — 110KB
• ex5-1.htm (EX-5.1) — 14KB
• ex10-11.htm (EX-10.11) — 326KB
• ex10-12.htm (EX-10.12) — 85KB
• ex23-1.htm (EX-23.1) — 5KB
• ex23-2.htm (EX-23.2) — 4KB
• ex107.htm (EX-FILING FEES) — 20KB
• logo_001.jpg (GRAPHIC) — 8KB
• forms-1_001.jpg (GRAPHIC) — 33KB
• forms-1_002.jpg (GRAPHIC) — 48KB
• forms-1_003.jpg (GRAPHIC) — 26KB
• forms-1_004.jpg (GRAPHIC) — 74KB
• forms-1_005.jpg (GRAPHIC) — 40KB
• forms-1_006.jpg (GRAPHIC) — 22KB
• forms-1_007.jpg (GRAPHIC) — 29KB
• forms-1_008.jpg (GRAPHIC) — 36KB
• forms-1_009.jpg (GRAPHIC) — 59KB
• forms-1_010.jpg (GRAPHIC) — 18KB
• logo_002.jpg (GRAPHIC) — 7KB
• ex5-1_001.jpg (GRAPHIC) — 14KB
• ex5-1_002.jpg (GRAPHIC) — 13KB
• ex5-1_003.jpg (GRAPHIC) — 6KB
• 0001493152-25-002368.txt ( ) — 20075KB
• sdst-20240930.xsd (EX-101.SCH) — 104KB
• sdst-20240930_cal.xml (EX-101.CAL) — 95KB
• sdst-20240930_def.xml (EX-101.DEF) — 803KB
• sdst-20240930_lab.xml (EX-101.LAB) — 674KB
• sdst-20240930_pre.xml (EX-101.PRE) — 761KB
• forms-1_htm.xml (XML) — 3138KB

RISK FACTORS

RISK FACTORS 16 MARKET, INDUSTRY AND OTHER DATA 43

USE OF PROCEEDS

USE OF PROCEEDS 44 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 44 CAPITALIZATION 45

DILUTION

DILUTION 46 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 47 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS 55

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 86 MANAGEMENT 106

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 111 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 115 PRINCIPAL STOCKHOLDERS 119

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 120 SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES 130 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 131 PLAN OF DISTRIBUTION 134 LEGAL MATTERS 137 EXPERTS 137 CHANGE IN AUDITOR 137 WHERE YOU CAN FIND MORE INFORMATION 137 INDEX TO FINANCIAL STATEMENTS F-1 i FREQUENTLY USED TERMS As used in this prospectus, unless otherwise noted or the context otherwise requires, references to: " Amended and Restated Registration Rights Agreement " means the amended and restated registration rights agreement, dated July 8, 2024, by and among GPAC II, the Sponsor and certain equity holders of Stardust Power. " Business Combination " means the Transactions contemplated by the Business Combination Agreement. " Business Combination Agreement " means the business combination agreement, dated as of November 21, 2023 (as further amended by the First Amendment and Second Amendment), by and among GPAC II, First Merger Sub, Second Merger Sub and Stardust Power, as it may be amended and supplemented from time to time. " business day " means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. " Bylaws " means the bylaws of the Company that became effective upon the Domestication. " Certificate of Incorporation " means the certificate of incorporation of the Company that became effective upon the Domestication. " Change in Control " means (i) a purchase, sale, exchange, merger, business combination or other transaction or series of related transactions in which substantially all of the GPAC II Common Stock is, directly or indirectly, converted into cash, securities or other property or non-cash consideration, (ii) a direct or indirect sale, lease, exchange or other transfer (regardless of the form of the transaction) in one transaction or a series of related transactions of a majority of the Surviving Comp

View Full Filing

View this S-1 filing on SEC EDGAR