0001493152-24-026844.txt : 20240710
0001493152-24-026844.hdr.sgml : 20240710
20240710171519
ACCESSION NUMBER: 0001493152-24-026844
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240708
FILED AS OF DATE: 20240710
DATE AS OF CHANGE: 20240710
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Global Partner Sponsor II LLC
CENTRAL INDEX KEY: 0001831969
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39875
FILM NUMBER: 241110567
BUSINESS ADDRESS:
STREET 1: 7 RYE RIDGE PLAZA, SUITE 350
CITY: RYE BROOOK
STATE: NY
ZIP: 10573
BUSINESS PHONE: 917-793-1965
MAIL ADDRESS:
STREET 1: 7 RYE RIDGE PLAZA, SUITE 350
CITY: RYE BROOOK
STATE: NY
ZIP: 10573
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Stardust Power Inc.
CENTRAL INDEX KEY: 0001831979
STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800]
ORGANIZATION NAME: 08 Industrial Applications and Services
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9112 N. KELLEY AVE
STREET 2: SUITE C
CITY: OKLAHOMA CITY
STATE: OK
ZIP: 73131
BUSINESS PHONE: (646) 585-8975
MAIL ADDRESS:
STREET 1: 6608 N. WESTERN AVE
STREET 2: SUITE 466
CITY: NICHOLS HILLS
STATE: OK
ZIP: 73116
FORMER COMPANY:
FORMER CONFORMED NAME: Global Partner Acquisition Corp II
DATE OF NAME CHANGE: 20201110
4
1
ownership.xml
X0508
4
2024-07-08
1
0001831979
Stardust Power Inc.
GPAC
0001831969
Global Partner Sponsor II LLC
200 PARK AVENUE, 32ND FLOOR
NEW YORK
NY
10166
0
0
0
1
Former 10% Owner
0
Class A Ordinary Shares
2024-07-08
4
D
0
7500000
0.00
D
0
D
Common Stock
2024-07-08
4
A
0
4000000
0.00
A
4000000
D
Class B Ordinary Shares
2024-07-08
4
D
0
100000
0.00
D
Class A Ordinary Shares
100000
0
D
Private Placement Warrants
2024-07-08
4
J
0
5566667
D
Class A Ordinary Shares
5566667
0
D
Private Placement Warrants
2024-07-08
4
J
0
5666667
A
Class A Common Stock
5666667
5666667
D
On July 8, 2024, pursuant to that certain Business Combination Agreement, dated as of November 21, 2023 (as amended by Amendment No. 1 thereto, dated as of April 24, 2024, and as further amended by Amendment No. 2 thereto, dated as of June 20, 2024, as the same has been or may be amended, supplemented or otherwise modified from time to time), by and among GPAC II, Strike Merger Sub I, Inc., a Delaware corporation and a 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.
Pursuant to which (i) First Merger Sub will merge with and into Stardust Power, with Stardust Power being the surviving company in the merger (the "First Merger") and, (ii) immediately following the First Merger, and as part of the same overall transaction as the First Merger, Stardust Power will merge with and into Second Merger Sub (the "Second Merger"), with Second Merger Sub being the surviving company of the Second Merger, and continuing as a direct, wholly-owned subsidiary of GPAC II.
Global Partner Sponsor II LLC, a Delaware limited liability company (the "Sponsor"), pursuant to the closing of the Business Combination Agreement, forfeited 100,000 Class B Ordinary Shares for no consideration.
The Sponsor is the record holder of shares reported. Chandra R. Patel, Richard C. Davis and Jarett Goldman are the managers of the Sponsor and each has one vote. The approval of a majority is required to approve an action of the Sponsor. Under the so-called "rule of three", no individual manager of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor. Accordingly, none of the three managers will be deemed to have or share beneficial ownership of such securities. Each such person disclaims any such beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein, because voting and dispositive decisions requires the approval of a majority of the managers, and this report shall not be deemed an admission by any of the foregoing of beneficial ownership of such securities for purposes of Section 16 or for any other purpose.
In connection with the Domestication (as defined in the Definitive Proxy Statement filed with the SEC on May 23, 2024), the warrants to purchase Class A Ordinary Shares held by the Sponsor will be automatically converted into private placements warrants to purchase Common Stock ("Private Placement Warrants"). Each Warrant is exercisable at an initial exercise price of $11.50 per share, subject to adjustment, commencing 30 days following the closing of the Business Combination, into one share of Common Stock.
Pursuant to that certain Sponsor Letter Agreement, dated November 21, 2023, as amended, by and among the Sponsor and the directors and officers of GPAC II, pursuant to which, among other things, the Sponsor agreed to, among other things subject 1,000,000 of the combined company common stock to vesting (or forfeiture) on the basis of achieving (or failing to achieve) certain trading price thresholds following the Closing.
Global Partner Sponsor II LLC, by Chandra R. Patel, Manager /s/ Chandra R. Patel
2024-07-10