Correspondence 0001213900-24-035019 from Stardust Power Inc. (SDST)
Stardust Power Inc.
Date: April 22, 2024 · CIK: 0001831979 · Accession: 0001213900-24-035019
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-39875
Letter
Global Partner Acquisition Corp II
200 Park Avenue 32nd Floor
New York, New York 10166
April 22, 2024
VIA EDGAR
Attention: Nudrat Salik
Michael Fay
Division of Corporation Finance
Office of Industrial Applications and Services
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-3561
Re: Global Partner Acquisition Corp II
Form 10-K for the Year Ending December 31, 2023
Filed March 19, 2024
Form No. 001-39875
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 April 16, 2024, with respect to the above referenced Annual Report on Form 10-K for the year ending December 31, 2023 (the “Form 10-K”). Concurrently with the submission of this letter, the Company is publicly filing Amendment No. 1 to the Form 10-K (the “Revised Form 10-K”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Form 10-K. 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.
Annual Report on Form 10-K Filed March 19, 2024
Item 9A. Controls and Procedures, page 71
1. Please revise the following in an amendment to your Form 10-K:
● Pursuant to Item 307 of Regulation S-K, please clearly disclose the conclusions of your principal executive and principal financial officer regarding the effectiveness of your disclosure controls and procedures as of the end of the period covered by the report; and
● Pursuant to Item 308(a)(3) of Regulation S-K, please clearly disclose management’s assessment of the effectiveness of your internal control over financial reporting as of the end of your most recent fiscal year, including a statement as to whether or not internal control over financial reporting is effective.
RESPONSE:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has included the required disclosure in the Revised Form 10-K.
Please contact Peter Seligson of Kirkland & Ellis LLP at (212) 446-4756 with any questions or further comments regarding the responses to the Staff’s comments.
Sincerely,
GLOBAL PARTNER ACQUISITION CORP II
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Global Partner Acquisition Corp II
200 Park Avenue 32nd Floor
New York, New York 10166
April 22, 2024
VIA EDGAR
Attention:
Nudrat Salik
Michael Fay
Division of Corporation Finance
Office of Industrial Applications and Services
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-3561
Re:
Global Partner Acquisition Corp II
Form 10-K for the Year Ending December 31, 2023
Filed March 19, 2024
Form No. 001-39875
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 April 16, 2024, with respect to the above referenced Annual Report on Form 10-K for the year ending December
31, 2023 (the “Form 10-K”). Concurrently with the submission of this letter, the Company is publicly filing
Amendment No. 1 to the Form 10-K (the “Revised Form 10-K”). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed thereto in the Revised Form 10-K. 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.
Annual Report on Form 10-K Filed March 19, 2024
Item 9A. Controls and Procedures, page 71
1. Please revise the following in an amendment to your
Form 10-K:
● Pursuant
to Item 307 of Regulation S-K, please clearly disclose the conclusions of your principal executive and principal financial officer regarding
the effectiveness of your disclosure controls and procedures as of the end of the period covered by the report; and
● Pursuant
to Item 308(a)(3) of Regulation S-K, please clearly disclose management’s assessment of the effectiveness of your internal control
over financial reporting as of the end of your most recent fiscal year, including a statement as to whether or not internal control over
financial reporting is effective.
RESPONSE:
The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has included the required disclosure in the Revised Form 10-K.
Please contact Peter Seligson of Kirkland &
Ellis LLP at (212) 446-4756 with any questions or further comments regarding the responses to the Staff’s comments.
Sincerely,
GLOBAL PARTNER ACQUISITION CORP II
/s/ Chandra R. Patel
Name:
Chandra R. Patel
Title:
Chief Executive Officer
Enclosures
cc:
Julian J. Seiguer, P.C., Kirkland & Ellis LLP
Peter Seligson, P.C., Kirkland & Ellis LLP
Anne G. Peetz, Kirkland & Ellis LLP