Global Partner Acquisition II Corp.

06/28/2024 | Press release | Distributed by Public on 06/28/2024 05:05

Submission of Matters to a Vote of Security Holders - Form 425

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 27, 2024, Global Partner Acquisition Corp II ("GPAC II" or, the "Company" and, following consummation of the Business Combination (as defined below), the "Combined Company") held its extraordinary general meeting of shareholders (the "Meeting") as both a physical and virtual meeting, conducted via live webcast, in connection with the transactions contemplated by the Business Combination Agreement, dated as of November 21, 2023, as amended by Amendment No. 1 thereto, dated as of April 24, 2024, and Amendment No. 2 thereto, dated as of June 20, 2024 (the "Business Combination Agreement" and the transactions contemplated thereby, the "Business Combination"), by and among GPAC II, Strike Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of GPAC II , Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of GPAC II , and Stardust Power Inc., a Delaware corporation ("Stardust Power"), as described in the Company's definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the "SEC") on May 22, 2024 and mailed to shareholders of GPAC II on or about May 24, 2024 (the "Proxy Statement/Prospectus") and as a special meeting in lieu of an annual meeting that will satisfy Nasdaq Listing Rule 5620(a). Each proposal (individually, a "Proposal" and together, the "Proposals") voted upon at the Meeting and the final voting results are indicated below. Each Proposal voted on at the Meeting is described in detail in the Proxy Statement/Prospectus. Unless otherwise defined herein, capitalized terms used herein have the respective meanings ascribed to them in the Proxy Statement/Prospectus.

As of the close of business on May 3, 2024, the record date for the Meeting, there were approximately 9,102,685 Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares"), and 100,000 Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), outstanding. A total of 8,500,311 Ordinary Shares, representing approximately 91.45% of the outstanding Ordinary Shares entitled to vote, were present in person or by proxy, constituting a quorum.

1. The Business Combination Proposal - To consider and vote upon a proposal to approve and adopt, by ordinary resolution, the Business Combination Agreement:

Ordinary Shares

Votes For

Ordinary Shares

Votes Against

Ordinary Shares

Abstentions

8,193,051 307,260 0

The Business Combination Proposal was approved, having received the affirmative vote of the holders of a majority of the issued Ordinary Shares who, being present and entitled to vote at the Shareholder Meeting, vote at the Shareholder Meeting.

2. The Domestication Proposal - To consider and vote upon a proposal to approve, by special resolution, the Domestication:

Ordinary Shares

Votes For

Ordinary Shares

Votes Against

Ordinary Shares

Abstentions

8,193,051 307,260 0

The Domestication Proposal was approved, having received the affirmative vote of the holders of a majority of at least two-thirds of the issued Ordinary Shares, who, being present and entitled to vote at the Shareholder Meeting, vote at the Shareholder Meeting.

3. The Charter Proposal - To consider and vote upon a proposal to approve, by special resolution, that the amended and restated memorandum and articles of association of GPAC II currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation:

Ordinary Shares

Votes For

Ordinary Shares

Votes Against

Ordinary Shares

Abstentions

8,193,051 307,260 0