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CORRESP
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CORRESP

 Global Partner Acquisition Corp II

200 Park Avenue 32nd Floor

 New
York, New York 10166

 March 22, 2024

VIA EDGAR

 Attention: Nudrat Salik

Michael Fay

 Jessica Ansart

Lauren Nguyen

 Division of Corporation Finance

 Office of Technology

 United States Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549-3561

Re:
 Global Partner Acquisition Corp II

Registration Statement on Form S-4

Filed January 12, 2024

File No. 333- 276510

 Ladies and
Gentlemen:

 This letter sets forth the response of Global Partner Acquisition Corp II (the “Company”) to the
comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter, dated February 9, 2024, with
respect to the above referenced Registration Statement on Form S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is publicly filing
Amendment No. 1 to the Registration Statement (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration
Statement. Set forth below is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter in italics.

Registration Statement on Form S-4 Filed January 12, 2024

Risk Factors

 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.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that there is no minimum trust account amount condition
and that it has revised the disclosure on the prospectus cover and pages xiii, 44, 94 and 230 of the Revised Registration Statement accordingly.

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.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page xiv of the Revised Registration
Statement to remove the quoted language above.

 Market and Industry Information, page xiii

3.
 We note your disclosure that “[a]lthough we believe these third-party sources are reliable 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.”

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page xiii of
the Revised Registration Statement to remove references to underwriters and the 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.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 2 of the
Revised Registration Statement to disclose that Stardust Power is a newly incorporated company, formed on March 16, 2023, and provide additional disclosure on the current state of operations, including with reference to the status of its plans
to construct its initial lithium refinery and the material partnerships on which its business strategy depends, as well as to disclose Stardust Power’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.”

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 2 of the
Revised Registration Statement to disclose that Stardust Power intends to operate a lithium refining facility and seeks to enter into letters of intent and memoranda of understanding to avail itself of brine feedstock supply.

 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.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 4 and 5 of the Revised Registration Statement accordingly.

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.

 RESPONSE:

 The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 6, 28, 37, 135 and 165 of the Revised Registration Statement.

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 combined company, assuming exercise and conversion of all securities, is reflected here.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 7, 37, 135 and 136 of the Revised Registration Statement.

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.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it does expect the Combined Company to be a
“controlled company” and intends to rely on the exemptions as such. The Company has revised the disclosure on the cover, the letter to shareholders and pages 27, 38, 101 and 102 of the Revised Registration Statement accordingly.

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.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 3, 8, 44, 126 of the Revised
Registration Statement.

 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.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 7, 10, 38 and 136 of the Revised Registration Statement.

 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.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that because Stardust Power is a development stage company
and has not commenced operations of its initial refinery, in its evaluation of the potential business combination with Stardust Power, GPAC II heavily considered the national demand for lithium in connection with the production of electric vehicles,
the expected growth of this demand and the lack of lithium refineries, and Stardust Power’s potential to play a large role in the lithium value chain. In addition, GPAC II and its legal and financial advisors and consultants performed due
diligence reviews addressing the macro-lithium industry, Stardust Power’s business plan to participate in the lithium industry, the feasibility of such plan and their contemplated timeline, and reviewed comparable companies operating in this
space. Additionally, the evaluation of Stardust Power included a discount to account for the risk inherent in an investment of a development stage company. The Company has revised the disclosure on pages 18, 19, 155 and 156 of the Revised
Registration Statement.

 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.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and advises the Staff that none of the officers and directors of GPAC II have reimbursable expenses contingent on the close of the Business Combination. Additionally, we advise the Staff that the officers and
directors of GPAC II do not own any securities of GPAC II, have not extended any loans to GPAC II, do not have any fees due to them and have not incurred any
out-of-pocket expenses for which they are awaiting reimbursement.

 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.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 28 and 165 of the Revised Registration Statement to remove the reference to 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.

 RESPONSE:

 The Company respectfully acknowledges the Staff’s comment and advises the Staff that Enclave determined that the business
combination, including the consideration to be paid to GPAC II, was fair to the public shareholders from a financial point of view taking into account all analyses without placing specific reliance or weight on any individual analysis. The Company
notes that the value of the consideration issued to the shareholders of Stardust Power was, in each of the five implied total enterprise value ranges derived by Enclave, either within the range (specifically, the range based upon a multiple of LCE
capacity under the selected publicly traded companies analysis) or in the case of 4 of the 5 implied total enterprise values below the value range derived by Enclave. Additionally, in the evaluation of Stardust Power, GPAC II took into account the
inherent risk of an investment in a development stage company. The Company has revised the disclosure on page 147 of the Revised Registration Statement.

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 yo