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Correspondence 0001193125-24-134023 from Stardust Power Inc. (SDST)

Stardust Power Inc.
Date: May 8, 2024 · CIK: 0001831979 · Accession: 0001193125-24-134023

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File numbers found in text: 333-276510

Date
May 8, 2024
Author
Not clearly detected
Form
CORRESP
Company
Stardust Power Inc.

Letter

Global Partner Acquisition Corp II

200 Park Avenue 32nd Floor

New York, New York 10166

May 8, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

F Street, N.E.

Washington, D.C. 20549-3561

Attention: Nudrat Salik, Michael Fay, Jessica Ansart, Lauren Nguyen

Re:

Global Partner Acquisition Corp II

Registration Statement on Form S-4 (the “Registration Statement”)

Filed January 12, 2024, as amended

File No. 333-276510

Ladies and Gentlemen:

Reference is made to the comments of the Staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter, dated May 7, 2024 (the “Staff’s Letter”), with respect to the above referenced Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration Statement”).

Concurrently with this letter, Global Partner Acquisition Corp II (the “Company”) has submitted correspondence to the Staff providing the Company’s proposed revisions to the Registration Statement in response to comment 2 in the Staff’s Letter, as shown in Annex A hereto. For the Staff’s convenience, we have incorporated comment 2 into Annex A in italics.

We respectfully request the Staff’s assistance in completing the review of the Registration Statement as soon as possible. Please contact Peter Seligson of Kirkland & Ellis LLP at (212) 446-4756 or Billy Vranish of Kirkland & Ellis LLP at (713) 836-3695 with any questions or further comments regarding the responses to the Staff’s comments.

Sincerely,
GLOBAL PARTNER ACQUISITION CORP II

Show Raw Text
CORRESP
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CORRESP

 Global Partner Acquisition Corp II

200 Park Avenue 32nd Floor

New York, New York 10166

May 8, 2024

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Industrial Applications and Services

 100
F Street, N.E.

 Washington, D.C. 20549-3561

 Attention:
Nudrat Salik, Michael Fay, Jessica Ansart, Lauren Nguyen

 Re:

 Global Partner Acquisition Corp II

Registration Statement on Form S-4 (the “Registration
Statement”)

 Filed January 12, 2024, as amended

File No. 333-276510

 Ladies and Gentlemen:

Reference is made to the comments of the Staff of the Division of Corporate Finance (the “Staff”) of the Securities
and Exchange Commission set forth in your letter, dated May 7, 2024 (the “Staff’s Letter”), with respect to the above referenced Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration Statement”).

 Concurrently with this letter, Global
Partner Acquisition Corp II (the “Company”) has submitted correspondence to the Staff providing the Company’s proposed revisions to the Registration Statement in response to comment 2 in the Staff’s Letter, as shown
in Annex A hereto. For the Staff’s convenience, we have incorporated comment 2 into Annex A in italics.

 We
respectfully request the Staff’s assistance in completing the review of the Registration Statement as soon as possible. Please contact Peter Seligson of Kirkland & Ellis LLP at (212) 446-4756 or
Billy Vranish of Kirkland & Ellis LLP at (713) 836-3695 with any questions or further comments regarding the responses to the Staff’s comments.

 Sincerely,

GLOBAL PARTNER ACQUISITION CORP II

 /s/ Chandra R. Patel

 Chandra R. Patel

 Chief Executive
Officer

 Enclosures

cc:

 Julian J. Seiguer, P.C. (Kirkland & Ellis LLP)

Peter Seligson, P.C. (Kirkland & Ellis LLP)

 Billy
Vranish (Kirkland & Ellis LLP)

 ANNEX A

Comment 2 from the Staff’s Letter

Business of Stardust Power

 Technology and
Engineering

 Hatch Contract, page 277

2. We note your revised disclosure that Hatch has completed the front-end loading study or Scoping
Study as of April 17, 2024. We also note your disclosure that “[t]he study confirmed, on a preliminary level, that the development of the Facility remains viable, based on certain assumptions made
by Hatch.” Please revise your disclosure to discuss the material assumptions Hatch made that served as a basis for the study.

***

 Proposed Revisions
to the Registration Statement

 The Company proposes to make the following revisions on page 277 of the Registration Statement to add the underlined
text (indicated textually in the same manner as the following example: underlined text) as set forth below.

***

 Technology and Engineering

 Hatch Contract

 Stardust
Power works with leading engineering firms to advance its project. Hatch, an engineering, procurement and construction management firm (“EPCM”) in lithium industry has been engaged to provide a Readiness Assessment and a Scoping Study,
a.k.a. a FEL-1, to attempt to minimize technology risks.

 Hatch was engaged by the Company to
conduct a Preliminary Readiness Assessment covering:

•

 project risk assessment;

•

 artistic site renderings;

•

 site review

•

 financial model assumption review; and

•

 equipment procurement timelines.

In this assessment, Hatch performed a DLE output simulation of the water samples using adsorption technology, identified expected ranges of
impurities, lithium recovery, and options to process the feedstock, assessed transportation options and expected ranges of costs at high level, and provided high level financial model inputs for CAPEX and OPEX based on benchmarks only.

Hatch also completed the front-end loading, (FEL-1), also
known as a Scoping Study as of April 17, 2024. In connection with the study, Hatch developed and mapped out several workstreams for development of the FEL-1 (Scoping Study) and DOE application, with a
preliminary estimated target schedule for the refinery build, which is a forecast only and subject to change. The FEL-1 study was performed to assess Stardust Power refinery’s technical viability using
feedstock samples provided by Stardust Power. The study relied on proven technology to process lithium brine into BG LC and incorporated advancements for processing diverse sources of feedstock. The study includes: (i) Process Design Basis
identifying main processing steps; (ii) Block Flow Diagram detailing the chemical process; (iii) Mass and Energy Balance, quantifying the inputs needed as well as the outputs; (iv) Equipment List and Sizing; (v) Capital Cost
estimate; (vi) Operating Cost estimate based on the Mass and Energy Balance developed; and (vii) an Implementation Schedule with an estimated timeline to implement the project. The study confirmed, on a preliminary level, that the
development of the Facility remains viable, based on certain assumptions made by Hatch. The material assumptions include that (1) sufficient lithium chloride feedstock
and technical grade lithium carbonate

feedstock will be made available to support the scheduled startup of the refinery, such that it will not remain idle
for any significant period of time; (2) required permits are obtained on a timely basis; (3) we are able to sufficiently educate industry participants regarding our chemical refining process and development strategy; (4) the project
is able to be completed and operated on an economic basis consistent with industry benchmark costs; (5) the project site is level with no massive excavation and considered to provide an even terrain for construction; and (6) a project
specific site worker accommodation facility (i.e., construction camp) is not required.

As on date, Hatch has not transferred any intellectual property to Stardust Power. There is no royalty that is owned and due to be paid to
Hatch.