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April 12, 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
Amendment No. 1 to Registration Statement on Form S-4
Filed March 25, 2024
File No. 333-276510
Dear Chandra R. Patel:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our February 9, 2024 letter.
Amendment No. 1 to Form S-4 Filed March 25, 2024
Cover Page
1.We note your response to comment 9 and your revised disclosure here that you expect the
combined company to be considered a “controlled company” upon closing. Please revise
your disclosure here and throughout the registration statement to clearly identify the
controlling shareholder and disclose the percentage of voting power that the shareholder
will hold following completion of the offering.
Summary of the Proxy Statement/Prospectus
Star Power, page 2
2.We note your response to comment 5 and your revised disclosure here discussing the
company’s focus on the midstream refinery process. Please revise to state, as you do in
your response, that the company will seek to enter into letters of intent and memoranda of

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Global Partner Acquisition Corp II
April 12, 2024
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understanding to avail itself of brine feedstock supply and that its business strategy will
depend on these agreements.
Organizational Structure, page 3
3.We note your response to comment 6 and your revised disclosure here including to show
that Global Partner Sponsor II LLC has a 80.69% ownership interest in GPAC II prior to
the business combination. Please revise to also clarify who holds the remaining ownership
interest in GPAC II prior to the business combination.
Equity Ownership Upon Closing, page 4
4.We note your response to comment 7 and your revised disclosure here and throughout the
registration statement. Please amend your disclosure to show the potential impact of
redemptions on the per share value of the shares owned by non-redeeming shareholders at
each redemption level, taking into account the post-transaction equity value of the
combined company. Your disclosure should show the impact of certain equity issuances
on the per share value of the shares, including the exercises of public and private warrants
under each redemption scenario. In this regard, please separate line items to show the
impact of the exercises of each the public warrants and the private placement warrants.
5.We note your revised disclosure here to include the 127,777 non-redemption shares in
your sensitivity analysis. We note your disclosure in footnote 4 and on page viii that these
shares will be issued pursuant to non-redemption agreements that were entered into with
certain unaffiliated third parties so that they would not redeem an aggregate of 1,503,254
Class A ordinary Shares in connection with the 2024 Extension Amendment Proposal.
Please clarify whether the holders of these shares are GPAC II Public Shareholders and
whether these public shareholders will have redemption rights with respect to these shares.
Conditions to Completion of the Business Combination Agreement, page 8
6.We note your response to comment 10 and your revised disclosure here and throughout
the registration statement. Please revise to clearly indicate whether any or all of the
conditions to the obligations of Stardust Power can be waived. Please also revise your
disclosure beginning on page 126 to clearly identify each closing condition that is subject
to waiver as you have done here.
The GPAC II Board's Reasons for the Approval of the Business Combination, page 18
7.We note your response to comment 12 and your revised disclosure here and throughout
the registration statement. In your response, you state that “the evaluation of Stardust
Power included a discount to account for the risk inherent in an investment of a
development stage company.” Please revise your disclosure, including in the Background
of the Business Combination section, to disclose the discount rate and address how this
discount was determined and its impact on negotiations of the payable consideration.

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Q: How will the Combined Company Public Warrants differ from the Combined Company
Private Placement Warrants and what are the related risks, page 45
8.We note your response to comment 17 and reissue the comment in part. Please revise your
disclosure here to clarify whether recent common stock trading prices exceed the
threshold that would allow the company to redeem public warrants.
Nasdaq may delist the Combined Company's securities from trading on its exchange, which
could limit investors' ability to make transactions, page 91
9.We note the disclosure that the Nasdaq Hearing Panel’s hearing for GPAC II
was scheduled to be held on April 2, 2024 and that GPAC II presented its views with
respect to its additional listing deficiency to the Panel in writing on February 5, 2024.
Please revise to update the disclosure in regard to GPAC II's listing remediation.
Negotiations with Stardust Power, page 143
10.We note your response to comment 21 and we reissue the comment. Please revise to
include additional detail to describe the changes in the agreements. For example, please
describe the "mechanics to deal with certain items of indebtedness that had surfaced
during GPAC II’s due diligence, among other revisions."

11.We note your response to comment 22 and your revised disclosure on page 144 and
reissue the comment in part. Please also disclosure the date on which you retained
Kirkland & Ellis.
Discounted Cash Flow Analysis, page 150
12.We note your response to comment 28 and your revised disclosure stating that “Stardust
Power’s financial projections were not presented to the Board, but rather Enclave was
asked to create and use in its preparation of the Fairness Opinion its own metrics based on
financial and other information provided by Stardust Power.” We further note your
revised disclosure on page 152 stating that “Enclave selected and applied reference range
multiples of (i) 1.5x to 2.5x to Enclave’s independently forecasted revenue of Stardust
Power for an appropriate period and (ii) 3.0x to 5.0x to the projected EBITDA of Stardust
Power for the same, in each case as reflected in Enclave’s independently derived forecast
of Stardust Power’s revenue and EBITDA for such periods based on information supplied
by Stardust Power […].” Please clarify what types of “financial and other information”
Stardust Power provided to Enclave that permitted Enclave to derive forecasted revenue
and EBITDA and whether any of that information was prospective. Please also clarify the
period that was “an appropriate period” for the forecasted revenue and EBITDA and how
it was determined to be “appropriate.”

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Global Partner Acquisition Corp II
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Summary of Financial Analyses, page 150
13.We note your response to comment 29 and reissue in part. With respect to each of the
selected publicly traded companies analysis and the selected precedent transactions
analysis, please revise your disclosure to address the following:

•We note your revised disclosure that Enclave selected publicly traded companies and
precedent transactions in part based on “their comparability to Stardust Power.”
Please revise to disclose the criteria on which comparability to Stardust Power was
determined for the selected companies and transactions.

•We note your revised disclosure that when selecting each of the comparable
companies and transactions, “Enclave also considered the operational history of
companies.” Please revise your disclosure to explain what specifically was
considered with respect to operational history. For example, clarify whether Enclave
selected development stage companies or a range of companies at various stages in
their operational development.
Material U.S. Federal Income Tax Consequences of the Domestication and Redemption to Public
Shareholders, page 198
14.We note your response to comment 30 and reissue the comment in part. We note
your disclosure on page 200 that the Domestication “will qualify as a reorganization” and
that “[t]his conclusion is not free from doubt.” It therefore appears that there is uncertainty
regarding the tax treatment. If there is uncertainty regarding the tax treatment of the
transactions, counsel may (1) issue a "should" or "more likely than not" opinion to make
clear that the opinion is subject to a degree of uncertainty and (2) explain why it cannot
give a firm opinion. For guidance, refer to Section III.B.2 of Staff Legal Bulletin 19.
Unaudited Pro Forma Condensed Combined Financial Information, page 215
15.We note your response to comment 32. Please note that Rule 11-01(a)(8) of Regulation S-
X requires pro forma financial information when consummation of other transactions has
occurred or is probable for which disclosure of pro forma financial information would be
material to investors. We believe pro forma financial information is required for your
January 10, 2024 agreement to purchase land given the significance of the purchase price
of the land relative to your pro forma balance sheets. Please revise accordingly. If you will
be financing the purchase and recording a liability, please also disclose the terms of the
financing.
16.We note in connection with the Non-Redemption Agreements, "the Sponsor agreed to
transfer or cause to be issued for no consideration an aggregate of 127,777 shares and
simultaneous forfeiture of 127,777 shares in the case of an issuance of a transfer in
connection with the consummation of the Business Combination. It is anticipated that
there will be a new issuance of 127,777 shares in accordance with the Non-Redemption

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Agreements." Please disclose your accounting for this transaction and provide a related
pro forma adjustment. Refer to Staff Accounting Bulletin Topic 5.T to the extent
applicable.
Information about GPAC II
Directors and Executive Officers, page 235
17.We note your response to comment 41 and your revised disclosure here discussing the
track record of certain directors and executive officers with SPACs. We further note that
several individuals, including your CEO and Chairman, are affiliated with Constellation
Acquisition Corp I, which appears to be in the process of searching for a target company.
Please revise to disclose in an appropriate section of the registration statement whether the
SPAC’s sponsors considered more than one active SPAC to be the potential acquirer of
Stardust Power and how the final decision was reached.
Business of Stardust Power
Lithium Industry, page 253
18.We note your response to comment 46 and your revised disclosure throughout this section
beginning on page 253 and reissue the comment in part. We also note your disclosure on
pages 254 and 255 that “the majority of global refining capacity is currently located in
Asia” and that your objective is “to emerge as a significant supplier of lithium products
within the United States.” We further note, however, your disclosure on page 266 that
there are "other lithium refineries which are in the process of being constructed in the
United States." Please revise your discussion of the industry and competitive landscape to
address the current and anticipated U.S. refinery competitive landscape, including whether
other new market entrants are expected and Stardust Power’s position relative to other
potential new entrants.
Overall Market Opportunity, page 255
19.We note your response to comment 48 and your revised disclosure here that addresses
your total addressable market and the estimated number of EVs Stardust Power anticipates
it will be able to supply. If you retain your disclosure noting the global lithium market
valuation of $4.65 billion in 2021, please revise to clarify that the value of the EV market
addressable by your products is significantly lower.
Stardust Power's Strategy, page 262
20.We note your response to prior comment 50 and revised disclosures. As it appears that the
technical feasibility of the refinery is material to your business operations, please tell us
what consideration you have given to filing Critical Issues Analysis and
geotechnical report as exhibits with your registration statement.

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Supply Feedstock, page 266
21.We note your response to comment 52 and your revised disclosure beginning on page 266.
Please revise your disclosure with respect to the following items:

•With respect to your agreement with Usha Resources, we note your disclosure that
“[a]s part of a definitive agreement, Stardust Power would be required to invest into
the development of the Jackpot Lake project.” Please revise your disclosure to further
discuss the material terms of this investment, including the amount to be invested and
potential timeline.

•With respect to your agreement with Hatch, we note your revised disclosure that
“Hatch has not transferred any intellectual property to Stardust Power.” Please clarify
whether it is anticipated that there may be any intellectual property developed that
could be transferred pursuant to the agreement.

Additionally, we note your response that this agreement does not need to be filed as it
“does not relate to the purchase and sale of any products” and “the Company is not
substantially dependent on the Hatch agreement to conduct its business.” We further note,
however, that the construction and eventual operation of your refinery appears to depend
on the results of the Hatch assessment and scoping study, in particular as Hatch appears to
be developing and mapping out an estimated target schedule for the refinery build. Please
revise to disclose all material provisions of the agreement, including termination
provision, and to file this agreement as an exhibit to the registration statement. Refer to
Item 601(b)(10) of Regulation S-K.
22.We note your response to comment 53 and reissue the comment in part. In particular with
respect to your agreements with Usha, IGX, QXR and Zelandez, which appear to relate to
securing feedstock supply, please revise your disclosure to include more specific
disclosures with respect to the timelines and potential need for additional financing for
each counterparty to successfully complete its aim to produce a feedstock supply. We note
that Stardust Power has or may provide an investment in each counterparty under the
Usha, IGX and QXR agreements.
Incentives, page 274
23.We note your response to prior comment 45 and your revised disclosure. We note