Stardust Power Inc. entered into letter of intent to acquire Global Partner Acquisition Corp II (NasdaqCM:GPAC) from Global Partner Sponsor II LLC, Aristeia Capital, LLC, Glazer Capital, LLC, Cowen Financial Products LLC and others in a reverse merger transaction on October 3, 2023. Stardust Power Inc. entered into a definitive agreement to acquire Global Partner Acquisition Corp II from Global Partner Sponsor II LLC, Aristeia Capital, LLC, Glazer Capital, LLC, Cowen Financial Products LLC and others for approximately $550 million in a reverse merger transaction on November 21, 2023. The implied pro forma enterprise value of Stardust Power is expected to be $490 million; the consideration includes equity to Stardust of 45 million shares and an additional 5 million shares as earnout. Stardust Power?s existing owners and management will roll 100% of their interests in Stardust Power into the combined company and will own 76.9% pro forma equity ownership at close. The GPAC Sponsor will retain 3 million shares at close. Stardust and GPAC intend to establish a PIPE or similar financing instrument of $100 million. Post completion, the combined entity will be named Stardust Power Inc. and is expected to be listed on Nasdaq under the ticker symbol ?SDST.? The existing Stardust Power leadership team is expected to remain in place and will continue to execute the Company?s strategy.

The transaction is subject to the approval of the proposed business combination by GPAC II?s shareholders and Stardust Power?s stockholders, receipt of certain governmental and regulatory approvals, the satisfaction of the minimum trust account amount following redemptions by GPAC II?s public shareholders, all applicable waiting periods under the HSR Act in respect of the transaction shall have expired or been terminated, registration statement shall have become effective, common stock issued as consideration shall have been approved for listing on NASDAQ and execution of the ancillary agreements. The transaction has been unanimously approved by the Boards of Directors of GPAC II and Stardust Power. On June 17, 2024, GPAC determined to further postpone the Special Meeting until June 27, 2024, at 4:00 p.m. Eastern Time. In connection with the postponement of the Special Meeting until June 27, 2024, the deadline for the submission of public shares of Class A Ordinary Shares for redemption will be extended to 5:00 p.m., Eastern Time, on June 25, 2024. As of June 27, 2024, shareholder of Global Partner Acquisition Corp II approved the transaction. The transaction is expected to be completed during the first half of 2024.

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, served as an exclusive financial advisor and lead capital markets advisor to Stardust Power. Rajiv Khanna of Norton Rose Fulbright and Julian J. Seiguer, Lauren M. Colasacco, Peter Seligson, Anne G. Peetz, Benjamin M. Schreiner, Vivek Ratnam, Rory M. Minnis and Jennifer R. Gasser of Kirkland & Ellis LLP served as legal counsels to Stardust Power and GPAC II, respectively. Enclave Capital LLC acted as financial advisor and fairness opinion provider to GPAC II. Mark Zimkind of Continental Stock Transfer & Trust Company is acting as transfer agent and registrar to GPAC II. GPAC II has engaged Morrow Sodali LLC to assist in the solicitation of proxies. GPAC II will pay Morrow Sodali a fee of $15,000. As compensation for rendering the Fairness Opinion to the GPAC II Board, GPAC II agreed to pay Enclave a fee of $115,000, which amount was earned in full upon delivery of the Fairness Opinion. Kirkland & Ellis LLP and Kroll, LLC acted as due diligence providers to GPAC.

Stardust Power Inc. completed the acquisition of Global Partner Acquisition Corp II (NasdaqCM:GPAC) from Global Partner Sponsor II LLC, Aristeia Capital, LLC, Glazer Capital, LLC, Cowen Financial Products LLC and others in a reverse merger transaction on July 8, 2024.