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February 9, 2024
Chandra R. Patel
Chief Executive Officer
Global Partner Acquisition Corp II
200 Park Avenue, 32nd Floor
New York , New York 10166
Re:Global Partner Acquisition Corp II
Registration Statement on Form S-4
Filed January 12, 2024
File No. 333-276510
Dear Chandra R. Patel:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-4 Filed January 12, 2024
Cautionary Note Regarding Forward-Looking Statements, page xiii
1.We note the disclosure that the satisfaction of the minimum trust account amount
following redemptions by GPAC II’s public shareholders is one of the conditions to the
consummation of the proposed business combination. At an appropriate section, please
revise to describe the minimum trust account condition.
2.You state that "While we believe such information provides a reasonable basis for these
statements, such information may be limited or incomplete. Our statements should not be
read to indicate that we have conducted an exhaustive inquiry into, or review of, all
relevant information." Please clarify that you are responsible for the accuracy and
completeness of the information in the prospectus.
Market and Industry Information, page xiii
3.We note your disclosure that “[a]lthough we believe these third-party sources are reliable

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as of their respective dates, neither we nor the underwriters have independently verified
the accuracy or completeness of this information.” Please clarify your reference to
"underwriters" in connection with this initial business combination and explain the
reference to "remote sensing market."
Summary of the Proxy Statement/Prospectus
Star Power, page 2
4.Please revise your discussion of the target, Stardust Power, to disclose that it is a newly
incorporated company, formed on March 16, 2023, and to provide additional and balanced
disclosure on the current state of operations, including with reference to the status of its
plans to construct its initial lithium refinery and to the material partnerships on which its
business strategy depends, as well as to disclose the company’s limited operating history
and history of operating losses.
5.We note the disclosure that Stardust Power is a "development stage American
manufacturer of battery-grade lithium products designed to supply the electric vehicle
industry and help to secure America’s leadership in the energy transition." Revise to
clarify whether Stardust Power intends on operating as a lithium exploration company
and/or a manufacturer of lithium products. We note your disclosure on page 231 where
you state that "Stardust Power will source lithium brine feedstock from various suppliers
and may make investments upstream to secure additional feedstock. The Company seeks
to sell its products to EV manufacturers as the primary market, with potential applications
in other areas such as battery manufacturers, the U.S. military, and original equipment
manufacturers."
Organizational Structure, page 3
6.Please revise to provide organizational charts detailing all relevant entities to include
appropriate information to allow a reader to fully understand the legal and economic
ownership of each entity before and after the merger owned by each entity.
Equity Ownership Upon Closing, page 4
7.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
8.We note your disclosure in footnote 3 that the amount of shares held by Stardust Power
does not include any shares of GPAC II Common Stock underlying the Combined
Company Options. Please clarify whether the Combined Company Options are the
Exchanged Company Options and please include the common shares underlying these
options in the table.  Additionally, we note your disclosure on the Cover Page that
Stardust shareholders will also receive Exchanged Company Restricted Common Stock.
Please ensure that the total potential beneficial ownership interest of Stardust in the

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February 9, 2024
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combined company, assuming exercise and conversion of all securities, is reflected here.
9.We note your disclosure in your beneficial ownership table on page 311 that following the
business combination, Roshan Pujari, is expected to own 78.65% of the combined
company common stock. Please disclose whether the combined company will be a
“controlled company” as defined under the relevant Nasdaq listing rules and, if so,
whether you intend to rely on the exemptions as a controlled company. If applicable,
please include risk factor disclosure that discusses the effect, risks and uncertainties of
being designated a controlled company, including but not limited to, the result that you
may elect not to comply with certain corporate governance requirements.
Conditions to Completion of the Business Combination Agreement, page 6
10.Please identify each closing condition that is subject to waiver here and on pages 38 and
114-116. For example, disclose whether approval by Nasdaq of the initial listing
application can be waived. Please also revise your risk factor on page 93, as applicable, to
address material risks related to closing conditions that may be waived.
Related Agreements
Sponsor Letter Agreement, page 8
11.We note your disclosure in footnote 5 on page 6 that the Sponsor Earnout Shares will have
voting rights and rights to receive dividends prior to any forfeiture. Please revise your
disclosure here or elsewhere in the summary as appropriate to disclose that the Sponsor
Earnout Shares will have voting rights to receive dividends prior to any forfeiture. Please
also disclose whether any of the Stardust Power Earnout Shares will have similar rights to
vote unvested earnout shares.
The GPAC II Board's Reasons for the Approval of the Business Combination, page 16
12.With a view toward revised disclosure, explain how the results of technological and legal
due diligence "validated the merits of Stardust Power’s business and the financial due
diligence validated GPAC II’s valuation of Stardust Power." We note that Stardust Power
is a development stage company and has not commenced operations of its initial refinery.
Interests of Certain Persons in the Business Combination, page 19
13.We note your disclosure here with respect to the amount and nature of what the sponsor
and its affiliates have at risk that depends on completion of the business combination.
Please revise to provide similar disclosure for the company’s officers and directors, if
material. In this regard, please quantify the aggregate dollar amount and describe the
nature of what the company’s officers and directors have at risk that depends on
completion of a business combination. Include the current value of securities held, loans
extended, fees due, and out-of-pocket expenses for which the company’s officers and
directors are awaiting reimbursement, to the extent these items are not already addressed
herein.

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February 9, 2024
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Sources and Uses of Funds for the Business Combination, page 24
14.Your disclosures refer to the pro forma financial information for additional
information. Please better clarify how these disclosures related to sources and uses of
funds correspond to the amounts presented in the pro forma financial information.
Questions and Answers About the Proposals
Q: Did the GPAC II Board obtain a third-party valuation or fairness opinion in determining
whether or not to proceed with the Business, page 32
15.We note your disclosure here, in a risk factor on page 81 and on page 132 that the GPAC
II Board “believes it was reasonable to rely upon the Fairness Opinion at the time of its
delivery, among a number of other factors, in concluding that the Business Combination
was in the best interest of GPAC II Shareholders.” We also note the disclosure on pages
135-138 related to the various analyses conducted by the financial advisor in making its
fairness determination. Please clarify why the Board believed it was reasonable to rely on
the financial advisor’s finding that the business combination, including consideration to be
paid to GPAC II, was fair to the public shareholders from a financial point of view when it
appears that the Total Enterprise Value of $450 million implied by the Business
Combination Agreement was within only one of the five implied total enterprise value
ranges derived by the financial advisor, namely that derived by using total enterprise value
as a multiple of LCE capacity under the selected publicly traded companies analysis.
We identified material weaknesses in our internal control over financial reporting, page 76
16.We note your disclosure here and on page 282 regarding the material weaknesses you
have identified in your internal controls over financial reporting. Please revise to clearly
describe your current plans to remediate the material weaknesses including the steps taken
to date. Please disclose how long you estimate it will take to complete your remediation
plans and any associated material costs that you have incurred or expect to incur.
Even if GPAC II consummates the Business Combination, there is no guarantee that the
Combined Company Public Warrants will ever be, page 93
17.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
GPAC II does not have a specified maximum redemption threshold. The absence of such a
redemption threshold may make it possible for GPAC II , page 96
18.We note your risk factor disclosure here that “[t]he Business Combination imposes the

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Available Closing Acquiror Cash Condition” and that “in no event will [you] redeem the
Public Shares in an amount that would cause [y]our net tangible assets to be less than
$5,000,001 (so that [you] do not then become subject to the SEC’s “penny stock” rules).”
Please revise your defined terms beginning on page iii to include the Available Closing
Acquiror Cash Condition. Please also revise your disclosure where you discuss closing
conditions to the business combinations, including on pages 6, 38 and 114, to include both
the Available Closing Acquiror Cash Condition and the minimum net tangible assets
condition.
Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 128
19.Please revise your disclosure to provide additional detail, including timing, regarding the
search process, including whether and how you sought indications of interest, how you
identified potential targets, how you selected which potential target companies to review,
describe the progress of your discussions with the 25 entities with which you entered into
non-disclosure agreements and further explain how the field of 25 narrowed to the five
potential targets with which you entered into non-binding term sheets. Please also revise
to briefly describe the non-disclosure agreements and non-binding term sheets entered into
with potential target companies.
20.With respect to your negotiations with the five other target businesses, please expand your
disclosure to discuss in greater detail the due diligence that was conducted, including
whether potential targets submitted information about their products, financial statements,
etc. and explain the reason why you did not pursue business combinations with each of the
five potential targets. Your disclosure in this section should provide shareholders with an
understanding of why other target companies were not ultimately chosen as business
combination partners.
Negotiations with Stardust Power , page 130
21.Please revise this section outlining your negotiations with Stardust Power to provide
additional detail describing the negotiations concerning key aspects of the business
combination, including, without limitation, those related to NRF initial comments on the
business combination agreement provided on November 5, 2023 and revisions provided
by K&E on November 13 and 14, 2023. Please also disclose the negotiation of any
contingent payments to be received by target shareholders, including the Stardust Earnout
Shares. Each proposal (preliminary or otherwise) and counterproposal concerning a
material transaction term made should be described and the proposing party identified.
Disclosure here should provide an indication of how terms evolved during the course of
the discussions/negotiations.
22.We note your disclosure here that you engaged a number of professional advisors in
connection with the proposed transaction. Please disclose when you retained Kirkland
& Ellis and when you engaged each of the professional advisors including Kroll, Martyn

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Buttenshaw and Enclave.
23.We also note your disclosure on page 130-131 that your professional advisors including,
Kroll and Mr. Buttenshaw attended meetings with representatives of GPAC II during
which they discussed due diligence findings relating to the target, including its business
plan. Please briefly describe the findings prepared by your advisors and provide us with
your analysis of whether such findings constitute a "report, opinion or appraisal materially
relating to the transaction," as described by Item 4(b) of Form S-4. If Item 4(b) applies to
such findings, please provide the information required by the item.
24.We note your disclosure on page 129 that the term sheet contemplated that Stardust Power
would use its commercially reasonable efforts to arrange for a PIPE or other financing and
that GPAC II would reasonably cooperate with Stardust Power in the process. We also
note that a PIPE is contemplated in the ownership tables provided throughout the
registration statement, including on pages 5, 33 and 123. Please revise your disclosure in
this section to include any discussions that took place about the need to obtain additional
financing for the combined company, such as a PIPE transaction, and the
negotiation/marketing processes that have taken place, to the extent this has occurred.
25.Please disclose any discussions about continuing employment or involvement for any
persons affiliated with GPA