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May 3, 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. 2 to Registration Statement on Form S-4
Filed April 19, 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 April 12, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4 Filed April 19, 2024
Proposal No. 1 - The Business Combination Proposal
Fairness Opinion of Enclave
Discounted Cash Flow Analysis, page 153
1.We note your response to prior comment 12. Please revise your disclosure here to provide
the information in your response concerning the type of financial and other information
that Stardust Power provided to Enclave, which appear to have been material assumptions
and information underlying the forecast derived by Enclave, as well as concerning the
forecast period selected by Enclave.
Unaudited Pro Forma Condensed Combined Financial Information, page 217
2.In response to prior comment 16 you set forth the new issuance of shares is accounted for
as part of the recapitalization since it would be carved out of the previously forfeited

 FirstName LastNameChandra R.  Patel
 Comapany NameGlobal Partner Acquisition Corp II
 May 3, 2024 Page 2
 FirstName LastName
Chandra R.  Patel
Global Partner Acquisition Corp II
May 3, 2024
Page 2
Class B Sponsor shares. It appears that the fair value of the shares to be issued from
forfeited shares should be recorded as a pro forma expense since the shares are being
issued by Global Partner Acquisition Corp II and the issuance relates to the Non-
Redemption Agreements. Please explain to us in further detail the basis for your
accounting, or provide a pro forma adjustment to account for the issuance of the shares as
an expense related to the Non-Redemption Agreements.
Business of Stardust Power
Financing
Incentives, page 279
3.We note your response to prior comment 23 and your revised disclosure on page 281 that
“the Company has submitted applications for grants under the Department of Defense,
Defense Production Act and the Department of Energy Grant for Bipartisan Infrastructure
Law 40207 (b) Battery Materials Processing and 40207 (c) Battery Manufacturing Grants
Round II.” Please revise to also disclose the amount of funding, to the extent material, for
which the company has applied pursuant to each grant and the anticipated timing of a
decision for funding by each grant provider, to the extent known, to provide additional
context for your potential sources of funding.
            Please contact Nudrat Salik at 202-551-3692 or Michael Fay at 202-551-3812 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jessica Ansart at 202-551-4511 or Lauren Nguyen at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Julian Seiguer