SecProbe.io

CORRESP
 1
 filename1.htm

 Stardust Power, Inc.

 15 E. Putnam Ave, Suite 378

 Greenwich,
CT 06830

 February 5, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Bradley Ecker

 Re: Stardust Power, Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-293182

 Ladies
and Gentlemen:

 Pursuant
to Rules 460 and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the " Act "),
Stardust Power, Inc. (the " Company ") respectfully requests that the effective date of the registration statement referred
to above (the " Registration Statement ") be accelerated so that it will become effective at 4:01 p.m., Eastern Time,
on Monday, February 9, 2026, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling
Matthew Siracusa, Esq. at (845) 649-8868. We also respectfully request that a copy of the written order from the Securities and Exchange
Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel
LLP, Attention: Matthew Siracusa, Esq. by or email at msiracusa@srfc.law , or magrawal@srfc.law .

 If
you have any questions regarding this request, please contact Matthew Siracusa, Esq. of Sichenzia Ross Ference Carmel LLP at (845) 649-8868.

 Very Truly Yours,

 By:
 /s/ Roshan Pujari

 Name:

 Roshan Pujari

 Title:

 Chief Executive Officer

 cc:
Matthew Siracusa, Esq., Sichenzia Ross Ference Carmel LLP

February 5, 2026
Roshan Pujari
Chief Executive Officer
Stardust Power Inc.
15 E. Putnam Ave, Suite 378
Greenwich, CT 06830
Re:Stardust Power Inc.
Registration Statement on Form S-1
Filed on February 4, 2026
File No. 333-293182
Dear Roshan Pujari:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 15, 2025

Udaychandra Devasper
Chief Financial Officer
Stardust Power Inc.
15 E. Putnam Avenue, Suite 378
Greenwich, Connecticut 06830

 Re: Stardust Power Inc.
 Form 10-K For The Fiscal Year Ended December 31, 2024
 Filed March 27, 2025
 File No. 001-39875
Dear Udaychandra Devasper:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Stardust
Power Inc.
 15 E. Putnam Ave, Suite 378
Greenwich, CT 06830

 July
11, 2025

 VIA
EDGAR

 Attention:

 Andi
 Carpenter

 Ernest
 Greene

 Division
of Corporation Finance
Office of Manufacturing
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561

 Re:
 Stardust
 Power Inc.

 Form
 10-K for The Fiscal Year Ended December 31, 2024

 Filed
 March 27, 2025

 Form
 No. 001-39875

 Ladies
and Gentlemen:

 This
letter sets forth the response of Stardust Power Inc. (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 July 9, 2025, with respect to the above referenced Annual Report on Form 10-K for the year ended December
31, 2024 (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.

 Form
10-K For The Fiscal Year Ended December 31, 2024

 Item
9A. Controls and Procedures , page 88

 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 Julian Seiguer of Kirkland & Ellis LLP at (713) 836-3334 with any questions or further comments regarding the responses to
the Staff's comments.

 Sincerely,

 STARDUST
 POWER INC.

 /s/
 Roshan Pujari

 Name:

 Roshan
 Pujari

 Title:

 Chief
 Executive Officer

 Enclosures

 cc:
 Julian
 J. Seiguer, P.C., Kirkland & Ellis LLP

 Billy
 Vranish, Kirkland & Ellis LLP

 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 9, 2025

Udaychandra Devasper
Chief Financial Officer
Stardust Power Inc.
15 E. Putnam Avenue, Suite 378
Greenwich, Connecticut 06830

 Re: Stardust Power Inc.
 Form 10-K For The Fiscal Year Ended December 31, 2024
 Filed March 27, 2025
 File No. 001-39875
Dear Udaychandra Devasper:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K For The Fiscal Year Ended December 31, 2024
Item 9A Controls and Procedures, page 88

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.
 July 9, 2025
Page 2

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Andi Carpenter at 202-551-3645 or Ernest Greene at
202-551-3733
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June
11, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 RE:
 Stardust
 Power, Inc. (CIK: 0001831979)

 Registration
 Statement No. 333-287939 on Form S-1 (the "Registration Statement")

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act" ), Aegis Capital Corp. hereby requests acceleration of the effective date of the
above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time, June 16, 2025, or as soon thereafter
as practicable.

 Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution.

 The
undersigned has complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 By:
 AEGIS
 CAPITAL CORP.

 By:

 /s/
 Robert Eide

 Name:
 Robert
 Eide

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 Stardust
Power Inc.

 15
E. Putnam Ave, Suite 378

 Greenwich,
CT 06830

 June
11, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
D.C. 20549-3561

 Re:
 Stardust
 Power Inc.

 Registration
 Statement on Form S-1 (the "Registration Statement")

 Filed
 June 11, 2025

 File
 No. 333-287939

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Stardust Power Inc. (the " Company ") hereby requests
acceleration of the effectiveness date of the above referenced Registration Statement, so that it will become effective at 5:00 p.m.,
Eastern Time, on June 16, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Thompson
Hine LLP, request by telephone that such Registration Statement be declared effective.

 Please
contact Faith L. Charles of Thompson Hine LLP, outside counsel to the Company, at (212) 908-3905, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 STARDUST
 POWER INC.

 /s/
 Roshan Pujari

 Roshan
 Pujari

 Chief
 Executive Officer

 cc:
 Faith
 L. Charles (Thompson Hine LLP)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Roshan Pujari
Chief Executive Officer
Stardust Power Inc.
15 E. Putnam Ave, Suite 378
Greenwich, CT 06830

 Re: Stardust Power Inc.
 Draft Registration Statement on Form S-1
 Submitted June 4, 2025
 CIK No. 0001831979
Dear Roshan Pujari:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Stardust
Power Inc.

 15
E. Putnam Ave, Suite 378

 Greenwich,
CT 06830

 May
7, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
D.C. 20549-3561

 Attention:
Eranga Dias

 Re:
 Stardust
 Power Inc.

 Registration
 Statement on Form S-1 (the "Registration Statement")

 Filed
 May 1, 2025

 File
 No. 333-286883

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Stardust Power Inc. (the " Company ") hereby requests
acceleration of the effectiveness date of the above referenced Registration Statement, so that it will become effective at 5:00 p.m.,
Eastern Time, on May 8, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Thompson
Hine LLP, request by telephone that such Registration Statement be declared effective.

 Please
contact Faith L. Charles of Thompson Hine LLP, outside counsel to the Company, at (212) 908-3905, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 STARDUST
 POWER INC.

 /s/
 Roshan Pujari

 Roshan
 Pujari

 Chief
 Executive Officer

 cc:
 Faith
 L. Charles (Thompson Hine LLP)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 7, 2025

Roshan Pujari
Chief Executive Officer
Stardust Power Inc.
Stardust Power Inc.15 E. Putnam Ave, Suite 378
Greenwich, CT 06830

 Re: Stardust Power Inc.
 Registration Statement on Form S-1
 Filed May 1, 2025
 File No. 333-286883
Dear Roshan Pujari:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Stardust
Power Inc.

15
E. Putnam Ave, Suite 378

Greenwich,
CT 06830

January
22, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549-3561

Attention:
Patrick Fullem

    Re:
    Stardust
    Power Inc.

    Registration
    Statement on Form S-1 (the “Registration Statement”)

    Filed
    January 15, 2025

    File
    No. 333-284298

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Stardust Power Inc. (the “Company”) hereby requests
acceleration of the effectiveness date of the above referenced Registration Statement, so that it will become effective at 5:00 p.m.,
Eastern Time, on January 23, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
Thompson Hine LLP, request by telephone that such Registration Statement be declared effective.

Please
contact Faith Charles of Thompson Hine LLP, outside counsel to the Company, at (212) 908-3905, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    STARDUST
    POWER INC.

    /s/
    Roshan Pujari

    Roshan
    Pujari

    Chief
    Executive Officer

CORRESP
1
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A.G.P./Alliance
Global Partners

590
Madison Ave., 28th Floor

New
York, NY 10022

January
22, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Stardust
    Power Inc.

    Registration
    Statement on Form S-1

    File
    No: 333-284298

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P./Alliance Global Partners
as Placement Agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 pm Eastern Time on January 23, 2025 or as soon thereafter as practicable.

    Very
    truly yours,

    A.G.P./Alliance
    Global Partners

    By:
    /s/
    Thomas J. Higgins

    Name:
    Thomas
    J. Higgins

    Title:
    Managing
    Director

CORRESP
1
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Stardust
Power Inc.

15
E. Putnam Ave, Suite 378

Greenwich,
CT 06830

January
21, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549-3561

Attention:
Patrick Fullem

    Re:
    Stardust
    Power Inc.

    Registration
    Statement on Form S-1 (the “Registration Statement”)

    Filed
    January 15, 2025

    File
    No. 333-284298

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on January 19, 2025, in which we requested for acceleration of the effective
date of the above-referenced registration statement (the “Registration Statement”) for 4:05 p.m., Eastern Time, on
January 21, 2025. We are no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally
withdraw our request for acceleration of the effective date of the Registration Statement.

    Sincerely,

    STARDUST
    POWER INC.

    /s/
    Roshan Pujari

    Roshan
    Pujari

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Stardust
Power Inc.

15
E. Putnam Ave, Suite 378

Greenwich,
CT 06830

January
16, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549-3561

Attention:
Patrick Fullem

    Re:
    Stardust
    Power Inc.

    Registration
    Statement on Form S-1 (the “Registration Statement”)

    Filed
    January 15, 2025

    File
    No. 333-284298

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Stardust Power Inc. (the “Company”) hereby requests
acceleration of the effectiveness date of the above referenced Registration Statement, so that it will become effective at 4:05 p.m.,
Eastern Time, on January 21, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
Thompson Hine LLP, request by telephone that such Registration Statement be declared effective.

Please
contact Faith Charles of Thompson Hine LLP, outside counsel to the Company, at (212) 908-3905, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    STARDUST
    POWER INC.

    /s/
    Roshan Pujari

    Roshan
    Pujari

    Chief
    Executive Officer

January 6, 2025
Roshan Pujari
Chief Executive Officer
Stardust Power Inc.
15 E. Putnam Ave, Suite 378
Greenwich, CT 06830
Re:Stardust Power Inc.
Draft Registration Statement on Form S-1
Submitted December 30, 2024
CIK No. 0001831979
Dear Roshan Pujari:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding
requests for acceleration. We remind you that the company and its management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Faith L. Charles, Esq.

CORRESP
1
filename1.htm

Stardust
Power Inc.

15
E. Putnam Ave, Suite 378

Greenwich,
CT 06830

 November
4,  2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549-3561

Attention:
Erin Donahue

    Re:
    Stardust
    Power Inc.

    Registration Statement on Form S-1 (the “Registration Statement”)

    Filed
    October 8, 2024

    File
    No. 333-282536

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Stardust Power Inc. (the “Company”) hereby requests
acceleration of the effectiveness date of the above referenced Registration Statement, so that it will become effective at 4:00 p.m.,
Eastern Time, on November 6, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside
counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please
contact Peter Seligson of Kirkland & Ellis LLP, special counsel to the Company, at (212) 446-4756, or Billy Vranish, of Kirkland
& Ellis LLP, special counsel to the Company, at (713) 836-3695, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

    Sincerely,

    STARDUST
    POWER INC.

    /s/
                                            Roshan Pujari

    Roshan
    Pujari

    Chief
    Executive Officer

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

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

  Billy Vranish
  (Kirkland & Ellis LLP)

October 11, 2024
Roshan Pujari
Chief Executive Officer
Stardust Power Inc.
15 E. Putnam Ave, Suite 378
Greenwich, CT 06830
Re:Stardust Power Inc.
Registration Statement on Form S-1
Filed October 8, 2024
File No. 333-282536
Dear Roshan Pujari:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Stardust
Power Inc.

15
E. Putnam Ave, Suite 378

Greenwich,
CT 06830

August
8, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549-3561

Attention:
Bradley Ecker

    Re:
    Stardust
    Power Inc.

     
    Registration
    Statement on Form S-1 (the “Registration Statement”)

     
    Filed
    August 1, 2024, as amended

     
    File
    No. 333-281160

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Stardust Power Inc. (the “Company”) hereby requests
acceleration of the effectiveness date of the above referenced Registration Statement, so that it will become effective at 12:00 p.m.,
Eastern Time, on August 9, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland
& Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please
contact Peter Seligson of Kirkland & Ellis LLP, special counsel to the Company, at (212) 446-4756, or Billy Vranish, of Kirkland
& Ellis LLP, special counsel to the Company, at (713) 836-3695, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

    Sincerely,

    STARDUST
    POWER INC.

    /s/
    Roshan Pujari

    Roshan
                                            Pujari

    Chief
    Executive Officer

    cc:

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

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

    Billy Vranish (Kirkland & Ellis LLP)

August 8, 2024
Roshan Pujari
Chief Executive Officer
Stardust Power Inc.
15 E. Putnam Ave, Suite 378
Greenwich, CT 06830
Re:Stardust Power Inc.
Registration Statement on Form S-1
Filed on August 1, 2024
File No. 333-281160
Dear Roshan Pujari:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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CORRESP

 Global Partner Acquisition Corp II

200 Park Avenue 32nd Floor

New York, New York 10166

May 9, 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:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Global Partner Acquisition Corp II (the “Company”) hereby requests acceleration of the effectiveness date of the above referenced Registration Statement, so that it will
become effective at 4:00 p.m., Eastern Time, on May 10, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration
Statement be declared effective.

 Please contact Peter Seligson of Kirkland & Ellis LLP, special counsel to the Company, at (212)
446-4756, or Billy Vranish, of Kirkland & Ellis LLP, special counsel to the Company, at (713) 836-3695, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

  

 Sincerely,

GLOBAL PARTNER ACQUISITION CORP II

 /s/ Chandra R. Patel

 Chandra R. Patel

 Chief Executive
Officer

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

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

   Billy Vranish (Kirkland & Ellis LLP)

CORRESP
1
filename1.htm

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.

CORRESP
1
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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

Attention:
 Nudrat Salik

 
 Michael Fay

 
 Jessica Ansart

 
 Lauren Nguyen

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

 
 Amendment No. 3 to Registration Statement on Form S-4

 
 Filed May 7, 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 May 7, 2024, with respect to the above referenced Amendment No. 3 to the Registration Statement on Form S-4 (the
“Registration Statement”). Concurrently with the submission of this letter, the Company is publicly filing Amendment No. 4 to the Registration Statement (the “Revised Registration Statement”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Fourth Amendment. 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.

 Amendment No. 3 to Registration Statement on Form S-4 Filed May 7, 2024

 Cover Page

1.
 We note your disclosure in a risk factor on pages 93-94 that
Nasdaq may delist the combined company’s securities and specifically that you have been granted an extension until June 3, 2024 to regain compliance with Nasdaq IM-5101-2 as well as Nasdaq Listing Rule 5620(a). We also note your disclosure here that your plans to regain compliance require holding the shareholder meeting to approve the Business Combination and
completing the business combination. Given that parties to the stockholder approval condition set forth in the Business Combination Agreement may be waived by the applicable parties, please revise your disclosure on the Cover Page and in the Summary
of the Proxy Statement/Prospectus to discuss your potential delisting from Nasdaq, including with reference to the June 3, 2024 deadline to regain compliance and to your plans to hold the shareholder meeting and
complete the business combination in order to regain compliance. Please also include a cross-reference to your more detailed discussion in the risk factor section.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 1, 2, 95, 236, and 253 of the Revised Registration Statement.

 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.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 279 of the Revised Registration Statement.

 We respectfully request the Staff’s assistance in completing the review of the Revised 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

 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

 
 Billy Vranish, Kirkland & Ellis LLP

United States securities and exchange commission logo
May 7, 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. 3 to Registration Statement on Form S-4
Filed May 7, 2024
File No. 333-276510
Dear Chandra R. Patel:
            We have reviewed your amended registration statement and have the following
comments.
            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.
Form S-4/A Filed May 7, 2024
Cover Page
1.We note your disclosure in a risk factor on pages 93-94 that Nasdaq may delist the
combined company’s securities and specifically that you have been granted an extension
until June 3, 2024 to regain compliance with Nasdaq IM-5101-2 as well as Nasdaq Listing
Rule 5620(a). We also note your disclosure here that your plans to regain compliance
require holding the shareholder meeting to approve the Business Combination and
completing the business combination. Given that parties to the stockholder approval
condition set forth in the Business Combination Agreement may be waived by the
applicable parties, please revise your disclosure on the Cover Page and in the Summary of
the Proxy Statement/Prospectus to discuss your potential delisting from Nasdaq, including
with reference to the June 3, 2024 deadline to regain compliance and to your plans to hold
the shareholder meeting and complete the business combination in order to regain
compliance. Please also include a cross-reference to your more detailed discussion in the

 FirstName LastNameChandra R.  Patel
 Comapany NameGlobal Partner Acquisition Corp II
 May 7, 2024 Page 2
 FirstName LastName
Chandra R.  Patel
Global Partner Acquisition Corp II
May 7, 2024
Page 2
risk factor section.
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.
            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

CORRESP
1
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CORRESP

 Global Partner Acquisition Corp II

200 Park Avenue 32nd Floor

New York, New York 10166

May 6, 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

Amendment No. 2 to Registration Statement on Form S-4

Filed April 18, 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 May 3, 2024, with respect to the above referenced
Amendment No. 2 to the Registration Statement on Form S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is publicly filing Amendment
No. 3 to the Registration Statement (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Third Amendment. 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.

Amendment No. 2 to Registration Statement on Form S-4 Filed April 18, 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.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 153 and 154 of the Revised
Registration Statement.

 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 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.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and respectfully submits that we have added discussion in adjustments P and EE to reflect the impact of the purchase. Please see revised disclosure on pages 227, 228 and 231 of the Revised Registration
Statement.

 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.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 285 and 286 of the Revised
Registration Statement.

 We respectfully request the Staff’s assistance in completing the review of the Revised 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

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

Billy Vranish, Kirkland & Ellis LLP

United States securities and exchange commission logo
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

United States securities and exchange commission logo
April 30, 2024
Jarett Goldman
Chief Financial Officer
Global Partner Acquisition Corp II
200 Park Avenue 32nd Floor
New York, NY 10166
Re:Global Partner Acquisition Corp II
Form 10-K for the Year Ending December 31, 2023
Form No. 001-39875
Dear Jarett Goldman:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

CORRESP

 Global Partner Acquisition Corp II

200 Park Avenue 32nd Floor

 New
York, New York 10166

 April 18, 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

 Amendment No. 1 to Registration Statement on Form
S-4

 Filed March 25, 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 April 12, 2024, with respect to the above
referenced Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is publicly filing
Amendment No. 2 to the Registration Statement (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Second Amendment. 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.

Amendment No. 1 to Registration Statement on 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.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure in the Proxy Statement, Notice of Extraordinary
General Meeting and on pages 29, 40, 103, and 310 of the Revised Registration Statement.

 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 understanding to avail itself of brine feedstock supply and that its business
strategy will depend on these agreements.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 2 and 255 of the Revised
Registration Statement.

 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.

 RESPONSE:

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

 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.

RESPONSE:

 The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 8 and 9 of the Revised Registration Statement.

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.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages viii, 6, 7, 39, 137, 248 and 251 of the Revised Registration Statement.

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.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 10 and 130 of the Revised Registration
Statement.

 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.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and advises the Staff that, when the Company was evaluating Stardust Power, the Company considered many factors, including the fact that Stardust Power is a development stage company and does not yet have any
operations. The development stage company status was one factor that mitigated the attractiveness of this investment opportunity. This factor, along with the other factors described under “The GPAC II Board’s Reasons for the Approval of
the Business Combination,” were all used in preparing the valuation range that GPAC II used in its negotiations with Stardust Power. The Company did not apply a specific discount rate for this factor. The Company has revised the disclosure on
pages 21 and 159 of the Revised Registration Statement.

 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.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 54 of the Revised Registration Statement.

 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.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 94, 232 and 249 of the Revised Registration Statement.

 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.”

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 145, 147 and 148 of the Revised
Registration Statement.

11.
 We note your response to comment 22 and your revised disclosure on page 144 and reissue the comment in
part. Please also disclose the date on which you retained Kirkland & Ellis.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 147 of the Revised Registration Statement.

 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 EDITDA 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.”

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the financial and other information of Stardust Power
provided to Enclave included: information about the proposed size and production capacity of the refinery in each phase, an estimated timeline and milestones needed to complete Phase 1 only, the potential Oklahoma state incentives that may be
available to Stardust Power and information on the lithium market and peer companies, including estimated battery-grade lithium prices based on Benchmark Minerals’ long-term price study, revenue potential (calculated as the product of
production capacity multiplied by a lithium price forecast prepared by Benchmark Mineral, a third party industry data provider), upfront estimates of initial capital expenditures for Phase 1 and Phase 2, an illustrative gross margin for the full
year 2029, illustrative operating margin for the full year 2029 and illustrative operating expenditures for each megaton of lithium produced. Other than the foregoing, no forecasted operational or financial information was prepared by Stardust
Power. The information did not include any forecasted financial information for specific fiscal periods prepared by Stardust Power. As Stardust Power is a development stage company, the potential size and capacity of the facility and timeline is
prospective in nature.

 The Company also advises the Staff that in determining the “appropriate period” for its independently
developed financial projections, Enclave selected a period from 2023 through 2030. Enclave selected this period based on its application of valuation multiples, which were derived from an analysis of mature publicly traded comparable companies, and
such period was based upon an assessment of the earliest year when Enclave believed the financial performance of Stardust Power would be comparable to the selected comparable companies with respect to revenue growth and operating margins.

 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.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 154 of the Revised Registration
Statement.

 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.

RESPONSE:

 The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 30, 51, 114 and

 203 of the Revised Registration Statement.

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.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and respectfully submit that we have added discussion in adjustment K and L to
reflect the impact of the purchase, and we have set up a corresponding payable that is expected to be paid out of the existing cash balance that the Company would have on hand at year end. Please see revised disclosure on pages 224 and 228 of
the Revised Registration Statement.

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 Agreements.” Please disclose your accounting for t

United States securities and exchange commission logo
April 16, 2024
Jarett Goldman
Chief Financial Officer
Global Partner Acquisition Corp II
200 Park Avenue 32nd Floor
New York, NY 10166
Re:Global Partner Acquisition Corp II
Form 10-K for the Year Ending December 31, 2023
Form No. 001-39875
Dear Jarett Goldman:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ending December 31, 2023
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.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameJarett Goldman
 Comapany NameGlobal Partner Acquisition Corp II
 April 16, 2024 Page 2
 FirstName LastName
Jarett Goldman
Global Partner Acquisition Corp II
April 16, 2024
Page 2
            Please contact Nudrat Salik at 202-551-3692 or Michael Fay at 202-551-3812 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
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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 Comapany NameGlobal Partner Acquisition Corp II
 April 12, 2024 Page 2
 FirstName LastNameChandra R.  Patel
Global Partner Acquisition Corp II
April 12, 2024
Page 2
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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 Comapany NameGlobal Partner Acquisition Corp II
 April 12, 2024 Page 3
 FirstName LastName
Chandra R.  Patel
Global Partner Acquisition Corp II
April 12, 2024
Page 3
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.”

 FirstName LastNameChandra R.  Patel
 Comapany NameGlobal Partner Acquisition Corp II
 April 12, 2024 Page 4
 FirstName LastName
Chandra R.  Patel
Global Partner Acquisition Corp II
April 12, 2024
Page 4
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

 FirstName LastNameChandra R.  Patel
 Comapany NameGlobal Partner Acquisition Corp II
 April 12, 2024 Page 5
 FirstName LastName
Chandra R.  Patel
Global Partner Acquisition Corp II
April 12, 2024
Page 5
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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 Comapany NameGlobal Partner Acquisition Corp II
 April 12, 2024 Page 6
 FirstName LastName
Chandra R.  Patel
Global Partner Acquisition Corp II
April 12, 2024
Page 6
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

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
February 9, 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
Registration Statement on Form S-4
Filed January 12, 2024
File No. 333-276510
Dear Chandra R. Patel:
            We have reviewed your registration statement and have the following comments.
            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.
Form S-4 Filed January 12, 2024
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.
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.
Market and Industry Information, page xiii
3.We note your disclosure that “[a]lthough we believe these third-party sources are reliable

 FirstName LastNameChandra R.  Patel
 Comapany NameGlobal Partner Acquisition Corp II
 February 9, 2024 Page 2
 FirstName LastNameChandra R.  Patel
Global Partner Acquisition Corp II
February 9, 2024
Page 2
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."
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.
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."
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.
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.
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

 FirstName LastNameChandra R.  Patel
 Comapany NameGlobal Partner Acquisition Corp II
 February 9, 2024 Page 3
 FirstName LastNameChandra R.  Patel
Global Partner Acquisition Corp II
February 9, 2024
Page 3
combined company, assuming exercise and conversion of all securities, is reflected here.
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.
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.
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.
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.
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.

 FirstName LastNameChandra R.  Patel
 Comapany NameGlobal Partner Acquisition Corp II
 February 9, 2024 Page 4
 FirstName LastNameChandra R.  Patel
Global Partner Acquisition Corp II
February 9, 2024
Page 4
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.
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.
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 your remediation
plans and any associated material costs that you have incurred or expect to incur.
Even if GPAC II consummates the Business Combination, there is no guarantee that the
Combined Company Public Warrants will ever be, page 93
17.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
GPAC II does not have a specified maximum redemption threshold. The absence of such a
redemption threshold may make it possible for GPAC II , page 96
18.We note your risk factor disclosure here that “[t]he Business Combination imposes the

 FirstName LastNameChandra R.  Patel
 Comapany NameGlobal Partner Acquisition Corp II
 February 9, 2024 Page 5
 FirstName LastNameChandra R.  Patel
Global Partner Acquisition Corp II
February 9, 2024
Page 5
Available Closing Acquiror Cash Condition” and that “in no event will [you] redeem the
Public Shares in an amount that would cause [y]our net tangible assets to be less than
$5,000,001 (so that [you] do not then become subject to the SEC’s “penny stock” rules).”
Please revise your defined terms beginning on page iii to include the Available Closing
Acquiror Cash Condition. Please also revise your disclosure where you discuss closing
conditions to the business combinations, including on pages 6, 38 and 114, to include both
the Available Closing Acquiror Cash Condition and the minimum net tangible assets
condition.
Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 128
19.Please revise your disclosure to provide additional detail, including timing, regarding the
search process, including whether and how you sought indications of interest, how you
identified potential targets, how you selected which potential target companies to review,
describe the progress of your discussions with the 25 entities with which you entered into
non-disclosure agreements and further explain how the field of 25 narrowed to the five
potential targets with which you entered into non-binding term sheets. Please also revise
to briefly describe the non-disclosure agreements and non-binding term sheets entered into
with potential target companies.
20.With respect to your negotiations with the five other target businesses, please expand your
disclosure to discuss in greater detail the due diligence that was conducted, including
whether potential targets submitted information about their products, financial statements,
etc. and explain the reason why you did not pursue business combinations with each of the
five potential targets. Your disclosure in this section should provide shareholders with an
understanding of why other target companies were not ultimately chosen as business
combination partners.
Negotiations with Stardust Power , page 130
21.Please revise this section outlining your negotiations with Stardust Power to provide
additional detail describing the negotiations concerning key aspects of the business
combination, including, without limitation, those related to NRF initial comments on the
business combination agreement provided on November 5, 2023 and revisions provided
by K&E on November 13 and 14, 2023. Please also disclose the negotiation of any
contingent payments to be received by target shareholders, including the Stardust Earnout
Shares. Each proposal (preliminary or otherwise) and counterproposal concerning a
material transaction term made should be described and the proposing party identified.
Disclosure here should provide an indication of how terms evolved during the course of
the discussions/negotiations.
22.We note your disclosure here that you engaged a number of professional advisors in
connection with the proposed transaction. Please disclose when you retained Kirkland
& Ellis and when you engaged each of the professional advisors including Kroll, Martyn

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 Comapany NameGlobal Partner Acquisition Corp II
 February 9, 2024 Page 6
 FirstName LastNameChandra R.  Patel
Global Partner Acquisition Corp II
February 9, 2024
Page 6
Buttenshaw and Enclave.
23.We also note your disclosure on page 130-131 that your professional advisors including,
Kroll and Mr. Buttenshaw attended meetings with representatives of GPAC II during
which they discussed due diligence findings relating to the target, including its business
plan. Please briefly describe the findings prepared by your advisors and provide us with
your analysis of whether such findings constitute a "report, opinion or appraisal materially
relating to the transaction," as described by Item 4(b) of Form S-4. If Item 4(b) applies to
such findings, please provide the information required by the item.
24.We note your disclosure on page 129 that the term sheet contemplated that Stardust Power
would use its commercially reasonable efforts to arrange for a PIPE or other financing and
that GPAC II would reasonably cooperate with Stardust Power in the process. We also
note that a PIPE is contemplated in the ownership tables provided throughout the
registration statement, including on pages 5, 33 and 123. Please revise your disclosure in
this section to include any discussions that took place about the need to obtain additional
financing for the combined company, such as a PIPE transaction, and the
negotiation/marketing processes that have taken place, to the extent this has occurred.
25.Please disclose any discussions about continuing employment or involvement for any
persons affiliated with GPA

United States securities and exchange commission logo
September 23, 2022
Paul J. Zepf
Chief Executive Officer
Global Partner Acquisition Corp II
7 Rye Ridge Plaza, Suite 350
Rye Brook, NY 10537
Re:Global Partner Acquisition Corp II
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 18, 2022
File No. 001-39875
Dear Paul J. Zepf:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Anthony Ain, Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

GLOBAL PARTNER ACQUISITION CORP II

7 Rye Ridge Plaza, Suite 350

Rye Brook, NY 10537

September 16, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, D.C. 20549

Attention: Frank Knapp and Jennifer Monick

Re: Global Partner Acquisition Corp
II

Form 10-K for the Fiscal Year Ended
December 31, 2021

Filed March 28, 2022

File No. 001-39875

Dear Mr. Knapp and Ms. Monick:

Global Partner Acquisition
Corp II (the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated August 31, 2022.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold and have followed the comment with the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2021

General

 1. We note your response to comment 1 which indicates a current 5.9% interest in your sponsor by non-U.S.
persons. So that investors will have better context to assess the risk, please revise your proposed risk factor to also disclose where
these foreign investors are from and their identity.

The Company respectfully advises
the Staff that, in response to this comment, the Company has amended its disclosure below and will include the updated disclosure in the
Company’s subsequent Quarterly Report on Form 10-Q to be filed with the Commission.

Were we considered to be a “foreign
person,” we might not be able to complete an initial business combination with a U.S. target company if such initial Business Combination
is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in
the United States (“CFIUS”), or ultimately prohibited.

Certain federally licensed
businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership.
In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States
by foreign persons in order to determine the effect of such transactions on the national security of the United States. Were we considered
to be a “foreign person” under such rules and regulations, any proposed Business Combination between us and a U.S. business
engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions and/or CFIUS
review. The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include
certain non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S.
business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory
filings. If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions,
we may be unable to consummate an initial Business Combination with such business. In addition, if our potential business combination
falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS,
or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial
business combination. Our sponsor is a U.S. entity, and the managing member of our sponsor is a U.S. person. Although a small number of
foreign investors from Bermuda (including one of our directors, Andrew Cook) collectively hold an approximately 5.9% minority interest
in our sponsor, our sponsor is not controlled by, and we do not believe that our sponsor has substantial ties with, a non-U.S. person.
However, if CFIUS has jurisdiction over our initial business combination, CFIUS may decide to block or delay our initial business combination,
impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or
a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. If we were considered
to be a “foreign person,” foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of
a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be
beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination
could be limited and we could be adversely affected in terms of competing with other SPACs which do not have similar foreign ownership
issues.

Moreover, the process of government
review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination,
our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public
shareholders may only receive $10.00 per share, and our warrants will expire worthless. This will also cause you to lose any potential
investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation
in the combined company.

* * *

    2

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Anthony Ain,
Esq., of Ellenoff Grossman & Schole LLP, at aain@egsllp.com or by telephone at (978) 844-1486.

    Very truly yours,

    Global Partner Acquisition Corp II

    By:
    /s/ Paul J. Zepf

    Name:
    Paul J. Zepf

    Title:
    Chief Executive Officer

    cc: Ellenoff Grossman & Schole LLP

3

United States securities and exchange commission logo
August 31, 2022
Paul J. Zepf
Chief Executive Officer
Global Partner Acquisition Corp II
7 Rye Ridge Plaza, Suite 350
Rye Brook, NY 10537
Re:Global Partner Acquisition Corp II
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 18, 2022
File No. 001-39875
Dear Paul J. Zepf:
            We have reviewed your August 23, 2022 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 12, 2022 letter.
Form 10-K for the Fiscal Year Ended December 31, 2021
General
1.We note your response to comment 1 which indicates a current 5.9% interest in your
sponsor by non-U.S. persons.  So that investors will have better context to assess the risk,
please revise your proposed risk factor to also disclose where these foreign investors are
from and their identity.

 FirstName LastNamePaul J. Zepf
 Comapany NameGlobal Partner Acquisition Corp II
 August 31, 2022 Page 2
 FirstName LastName
Paul J. Zepf
Global Partner Acquisition Corp II
August 31, 2022
Page 2
            You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or Jennifer Monick,
Assistant Chief Accountant at (202) 551-3295 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Anthony Ain, Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

GLOBAL PARTNER ACQUISITION CORP II

7 Rye Ridge Plaza, Suite 350

Rye Brook, NY 10537

August 23, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, D.C. 20549

Attention: Frank Knapp and Jennifer Monick

Re: Global Partner Acquisition Corp
II

Form 10-K for the Fiscal Year Ended
December 31, 2021

Filed March 28, 2022

File No. 001-39875

Dear Mr. Knapp and Ms. Monick:

Global Partner Acquisition
Corp II (the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated August 12, 2022.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold and have followed the comment with the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2021

General

1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial
ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact
could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not
be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government
entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result,
the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the
time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of
the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.
Please include an example of your intended disclosure in your response.

The Company respectfully advises the Staff that its sponsor, Global
Partner Sponsor II LLC, is a Delaware limited liability company, and is not controlled by a non-U.S. person. Mr. Zepf, a U.S. citizen,
is the sole managing member of the sponsor, and as such has the authority to manage the business and affairs of the sponsor. Five members,
who collectively hold an approximately 5.9% minority interest in the sponsor, are from Bermuda; they are not managing members and do not
have any control over the sponsor. No non-U.S. person has a “substantial interest,” as defined by 31 CFR 800.244, in the sponsor,
and the Company does not believe that the minority interests of the members noted above would constitute substantial ties with a non-U.S.
person.

On the basis of the foregoing,
the Company proposes to add the following risk factor in the Company’s subsequent Quarterly Report on Form 10-Q to be filed with
the Commission:

Were we considered to be a “foreign
person,” we might not be able to complete an initial business combination with a U.S. target company if such initial Business Combination
is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in
the United States (“CFIUS”), or ultimately prohibited.

Certain federally licensed businesses in the United States, such as
broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee
authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the
effect of such transactions on the national security of the United States. Were we considered to be a “foreign person” under
such rules and regulations, any proposed Business Combination between us and a U.S. business engaged in a regulated industry or which
may affect national security could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS was expanded
by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-controlling investments
in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing
regulations that are now in force, also subject certain categories of investments to mandatory filings. If our potential initial business
combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate an initial Business
Combination with such business. In addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be
required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination
without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. Our sponsor is a U.S. entity,
and the managing member of our sponsor is a U.S. person. Although a small number of foreign investors collectively hold an approximately
5.9% minority interest in our sponsor, our sponsor is not controlled by, and we do not believe that our sponsor has substantial ties with,
a non-U.S. person. However, if CFIUS has jurisdiction over our initial business combination, CFIUS may decide to block or delay our initial
business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order
us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.
If we were considered to be a “foreign person,” foreign ownership limitations, and the potential impact of CFIUS, may limit
the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe
would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial
business combination could be limited and we could be adversely affected in terms of competing with other SPACs which do not have similar
foreign ownership issues.

Moreover, the process of government
review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination,
our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public
shareholders may only receive $10.00 per share, and our warrants will expire worthless. This will also cause you to lose any potential
investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation
in the combined company.

* * *

We thank the Staff in advance for its consideration of the foregoing.
Should you have any questions, please do not hesitate to contact our legal counsel, Anthony Ain, Esq., of Ellenoff Grossman & Schole
LLP, at aain@egsllp.com or by telephone at (978) 844-1486.

    Very truly yours,

    Global Partner Acquisition Corp II

    By:
    /s/ Paul J. Zepf

    Name:
    Paul J. Zepf

    Title:
    Chief Executive Officer

cc: Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
August 12, 2022
Paul J. Zepf
Chief Executive Officer
Global Partner Acquisition Corp II
7 Rye Ridge Plaza, Suite 350
Rye Brook, NY 10537
Re:Global Partner Acquisition Corp II
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 18, 2022
File No. 001-39875
Dear Paul J. Zepf:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination.  For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited.  Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited.  Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate.  Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined

 FirstName LastNamePaul J. Zepf
 Comapany NameGlobal Partner Acquisition Corp II
 August 12, 2022 Page 2
 FirstName LastName
Paul J. Zepf
Global Partner Acquisition Corp II
August 12, 2022
Page 2
company, and the warrants, which would expire worthless.  Please include an example of
your intended disclosure in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or Jennifer Monick,
Assistant Chief Accountant at (202) 551-3295 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Anthony Ain, Ellenoff Grossman & Schole LLP

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Global Partner Acquisition Corp II

7 Rye Ridge Plaza, Suite 350

Rye Brook, NY 10573

January 11, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attention: Pam Howell, Esq.

    Re:
    Global Partner Acquisition Corp II

    Registration Statement on Form S-1, as amended

    Originally Filed December 21, 2020

    File No. 333-251558

Dear Ms. Howell:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Global Partner Acquisition Corp II hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:00 p.m. EST on January 11, 2021, or as soon as thereafter practicable.

    Very truly yours,

    /s/  Paul J. Zepf

    Paul J. Zepf

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Paul Hastings LLP

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January 11, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Pamela Howell

 Re: Global Partner Acquisition Corp II

Registration Statement on Form S-1

File No. 333-251558

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request
of Global Partner Acquisition Corp II that the effective date of the above-referenced Registration Statement be accelerated so
as to permit it to become effective at 4:00 p.m., Eastern Time, on January 11, 2021, or as soon thereafter as practicable, or at
such other time as the Company or its outside counsel, Ellenoff Grossman & Schole LLP, request by telephone that such Registration
Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations under
the Act, the undersigned advises that, as of the date hereof, approximately 1013 copies of the preliminary prospectus dated December
21, 2020 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that the several underwriters have complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    UBS SECURITIES LLC

    RBC Capital markets, llc

    as representatives of the several underwriters

    UBS SECURITIES LLC

    By:
    /s/ Thomas Schadewald

    Name:
    Thomas Schadewald

    Title:
    Director

    By:
    /s/ Aneesh Kelkar

    Name:
    Aneesh Kelkar

    Title:
    Director

    RBC CAPITAL MARKETS, LLC.

    By:
    /s/ Michael Ventura

    Name:
    Michael Ventura

    Title:
    Managing Director, Equity Capital Markets

[Signature Page to Underwriters’ Acceleration Request Letter]

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        1345 Avenue of the Americas

        New York, NY 10105

        Telephone: (212) 370-1300

        Facsimile: (212) 370-7889

        www.egsllp.com

VIA EDGAR

January 7, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attn: Pam Howell, Esq.

    Re:

        Global Partner Acquisition Corp II

        Amendment No. 1 to Form S-1

        Filed December 31, 2020

        File No. 333-251558

Dear Ms. Howell,

On behalf of Global Partner Acquisition Corp II (the “Company”),
we hereby transmit the Company’s response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission dated January 5, 2021, regarding Amendment No. 1 to the Company’s Form S-1,
which amendment was filed on December 31, 2020 (“Amendment No. 1”). Contemporaneously with the transmission
of this response, the Company is filing Amendment No. 2 to its Form S-1 (“Amendment No. 2”). For the Staff’s
convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.

Amendment No. 1 to Form S-1 filed December 31, 2020

Part II

Exhibits and Financial Statement Schedules, page II-3

 1. We note that the Units being registered have contingent rights as part of the unit. Please revise your legality opinion
to also opine upon the contingent rights.

In response to this comment, in Amendment No. 2, the Company
has revised Exhibit 5.1 and has added a Rights Agreement as a new Exhibit 4.5. In addition, the Company has made corresponding
changes on the cover page of the prospectus and on pages 2, 50, 162 and 163 of Amendment No. 2.

We thank the Staff in advance for its consideration of the foregoing.
Should you have any questions, please do not hesitate to contact me on 917-882-2727 (mobile) or at my email address, rbaumann@egsllp.com,
or Anthony Ain on 978-844-1486 (mobile) or at his email address, aain@egsllp.com.

    Very truly yours,

    /s/ Richard Baumann

    Richard Baumann

    cc:
    Paul J. Zepf, Chief Executive Officer, Global Partner Acquisition Corp II

United States securities and exchange commission logo
January 5, 2021
Paul Zepf
Chief Executive Officer
Global Partner Acquisition Corp II
7 Rye Ridge Plaza, Suite 350
Rye Brook, NY 10573
Re:Global Partner Acquisition Corp II
Amendment No. 1 to Form S-1
Filed December 31, 2020
File No. 333-251558
Dear Mr. Zepf:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 the comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 17, 2020 letter.
Amendment No. 1 to Form S-1
Part II
Exhibits and Financial Statement Schedules, page II-3
1.We note that the Units being registered have contingent rights as part of the unit.  Please
revise your legality opinion to also opine upon the contingent rights.

            You may contact Ameen Hamady at 202-551-3891 or Kristina Marrone at 202-551-
3429 if you have questions regarding comments on the financial statements and related

 FirstName LastNamePaul Zepf
 Comapany NameGlobal Partner Acquisition Corp II
 January 5, 2021 Page 2
 FirstName LastName
Paul Zepf
Global Partner Acquisition Corp II
January 5, 2021
Page 2
matters.  Please contact David Link at 202-551-3356 or Pam Howell at 202-551-3357 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Richard Baumann

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        1345 AVENUE OF THE AMERICAS, 11TH
        FLOOR

        NEW YORK, NEW YORK 10105

        TELEPHONE: (212) 370-1300

        FACSIMILE: (212) 370-7889

        www.egsllp.com

 VIA EDGAR

December 21, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Real Estate
& Construction

100 F Street, N.E.

Washington, D.C. 20549

Attn: Pam Howell, Esq.

    RE:
    Global Partner Acquisition Corp II

        Draft Registration Statement on Form S-1

        Submitted November 20, 2020

        CIK 0001831979

Dear Ms. Howell:

On behalf of our client, Global Partner Acquisition
Corp II (the “Company”), we hereby provide responses to the comment received in the December 17, 2020 letter
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
in respect of the Company’s Draft Registration Statement on Form S-1 submitted to the Commission on November 20, 2020. Disclosure
changes indicated below have been made to the Company’s publicly filed Form S-1 (referred to herein as the “Form
S-1”) being submitted to the Commission contemporaneously with the submission of this letter.

For the Staff’s convenience, we have
repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.

Principal Shareholders, page 140

    1.
    We note that Paul Zepf is identified as Chief Executive Officer and Chairman in your Management section and that he is the control person of your sponsor. We also note that the beneficial ownership table indicates a "–" for the number of shares beneficially owned by the group of all executive officers and directors. Please revise the beneficial ownership of the group of all executive officers and directors to reflect Paul Zepf’s beneficial ownership.

In response to this comment, the
Company has revised the disclosure of the beneficial ownership of the group of all executive officers and directors on page 141
of the Form S-1.

*         *         *

We thank the Staff in advance for its consideration
of the foregoing. Should you have any questions, please do not hesitate to contact me on 917-882-2727 (mobile) or at my email address,
rbaumann@egsllp.com.

    Very truly yours,

    /s/ Richard Baumann

    Richard Baumann

cc: Paul J. Zepf, Chief Executive
Officer and Chairman, Global Partner Acquisition Corp II

United States securities and exchange commission logo
December 17, 2020
Paul Zepf
Chief Executive Officer
Global Partner Acquisition Corp II
7 Rye Ridge Plaza, Suite 350
Rye Brook, NY 10573
Re:Global Partner Acquisition Corp II
Draft Registration Statement on Form S-1
Submitted November 20, 2020
CIK 0001831979
Dear Mr. Zepf:
            We have reviewed your draft registration statement and have the following comment.  In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to the comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted on November 20, 2020
Principal Shareholders, page 140
1.We note that Paul Zepf is identified as Chief Executive Officer and Chairman in your
Management section and that he is the control person of your sponsor. We also note that
the beneficial ownership table indicates a "–" for the number of shares beneficially owned
by the group of all executive officers and directors.  Please revise the beneficial ownership
of the group of all executive officers and directors to reflect Paul Zepf’s beneficial
ownership.

            You may contact Ameen Hamady at 202-551-3891 or Kristina Marrone at 202-551-

 FirstName LastNamePaul Zepf
 Comapany NameGlobal Partner Acquisition Corp II
 December 17, 2020 Page 2
 FirstName LastName
Paul Zepf
Global Partner Acquisition Corp II
December 17, 2020
Page 2
3429 if you have questions regarding comments on the financial statements and related
matters.  Please contact David Link at 202-551-3356 or Pam Howell at 202-551-3357 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Richard Baumann