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8-K

Stardust Power Inc. (SDST)

8-K 2021-03-03 For: 2021-03-03
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Added on April 12, 2026

UNITEDSTATES**** SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM8-K

CURRENTREPORT

PURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  March 3, 2021

GLOBALPARTNER ACQUISITION CORP II

(Exact name of registrant as specified in its charter)

Cayman Islands 001-39875 N/A
(State or other jurisdiction<br><br> of incorporation) (Commission<br><br> File Number) (IRS Employer<br><br> Identification No.)

7Rye Ridge Plaza, Suite 350

RyeBrook, NY 10573

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:917-793-1965

NotApplicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Units, each consisting of one Class A Ordinary<br> Share and one-sixth of one Redeemable Warrant GPACU The Nasdaq Stock<br> Market LLC
Class A Ordinary Shares, par value $0.0001<br> per share, included as part of the units GPAC The Nasdaq Stock<br> Market LLC
Redeemable warrants included as part of the<br> units GPACW The Nasdaq Stock<br> Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item8.01. Other Events.

On March 3, 2021, Global Partner Acquisition Corp II (“GPAC II” or the “Company”) announced that, commencing March 4, 2021, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and the Company’s warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Capital Market under the symbols “GPAC” and “GPACW,” respectively. Those units not separated will continue to trade on the Nasdaq Capital Market under the symbol “GPACU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate their units into Class A ordinary shares and warrants.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No. Description
99.1 Press Release, dated March 3, 2021.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 3, 2021

GLOBAL PARTNER ACQUISITION CORP II
By: /s/<br> Paul J. Zepf
Name: Paul J. Zepf
Title: Chief<br> Executive Officer and Chairman

2

Exhibit 99.1

Global Partner Acquisition Corp II Announces Separate Tradingof its Class A Ordinary Shares and Warrants, Commencing March 4, 2021

New York, NY, March 3, 2021 – (GLOBE NEWSWIRE) -- Global Partner Acquisition Corp II (“GPAC II” or the “Company”) announced that, commencing March 4, 2021, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and the Company’s warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Capital Market under the symbols “GPAC” and “GPACW,” respectively. Those units not separated will continue to trade on the Nasdaq Capital Market under the symbol “GPACU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate their units into Class A ordinary shares and warrants.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Global Partner Acquisition CorpII

Global Partner Acquisition Corp II is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although the Company may pursue a business combination target in any business, industry or sector, the Company intends to focus its efforts on completing a business combination with a company in one of the following sectors: consumer; food; branded products; e-commerce and retail disruptors; and the consumerization of healthcare, as well as certain service sectors and the technology driving changes across these sectors and related industries. The Company believes that its combined team’s capabilities were demonstrated in the sourcing and completion of the GPAC I merger with Purple Innovation Inc., as well as the team’s significant work with Purple since the closing of that merger.

Cautionary Note Concerning Forward-Looking Statements

This communication contains “forward-looking statements,” including with respect to Company’s business and intention to consummate an initial business combination. No assurance can be given that any forward-looking statement will prove to be accurate. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to its initial public offering, as filed with the U.S. Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements after the date of this communication, except as required by law.

Contacts

Global Partner Acquisition Corp II

Paul Zepf

(917) 793-1965

paul@gpac2.com