Stardust Power LLC entered into a definitive agreement to acquire Global Partner Acquisition Corp II (NasdaqCM:GPAC) from Global Partner Sponsor II LLC 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 approved by the Boards of Directors of each of GPAC II and Stardust Power. 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 Lauren M. Colasacco, P.C., Peter Seligson, P.C. and Jennifer R. Gasser of Kirkland & Ellis LLP served as legal counsel to Stardust Power and GPAC II, respectively.