Stardust Power Inc. — Director's Dealing 2024

Jul 10, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Stardust Power Inc. (GPAC)
CIK: 0001831979
Period of Report: 2024-07-08

Reporting Person: Global Partner Sponsor II LLC (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-07-08	Class A Ordinary Shares	D	7500000	$0.00	Disposed	0	Direct
2024-07-08	Common Stock	A	4000000	$0.00	Acquired	4000000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-07-08	Class B Ordinary Shares	$	D	100000	Disposed		Class A Ordinary Shares (100000)	Direct
2024-07-08	Private Placement Warrants	$	J	5566667	Disposed		Class A Ordinary Shares (5566667)	Direct
2024-07-08	Private Placement Warrants	$	J	5666667	Acquired		Class A Common Stock (5666667)	Direct

Footnotes

F1: On July 8, 2024, pursuant to that certain Business Combination Agreement, dated as of November 21, 2023 (as amended by Amendment No. 1 thereto, dated as of April 24, 2024, and as further amended by Amendment No. 2 thereto, dated as of June 20, 2024, as the same has been or may be amended, supplemented or otherwise modified from time to time), by and among GPAC II, Strike Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of GPAC II ("First Merger Sub"), Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of GPAC II ("Second Merger Sub"), and Stardust Power Inc., a Delaware corporation.

F2: Pursuant to which (i) First Merger Sub will merge with and into Stardust Power, with Stardust Power being the surviving company in the merger (the "First Merger") and, (ii) immediately following the First Merger, and as part of the same overall transaction as the First Merger, Stardust Power will merge with and into Second Merger Sub (the "Second Merger"), with Second Merger Sub being the surviving company of the Second Merger, and continuing as a direct, wholly-owned subsidiary of GPAC II.

F3: Global Partner Sponsor II LLC, a Delaware limited liability company (the "Sponsor"), pursuant to the closing of the Business Combination Agreement, forfeited 100,000 Class B Ordinary Shares for no consideration.

F4: The Sponsor is the record holder of shares reported. Chandra R. Patel, Richard C. Davis and Jarett Goldman are the managers of the Sponsor and each has one vote. The approval of a majority is required to approve an action of the Sponsor. Under the so-called "rule of three", no individual manager of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor. Accordingly, none of the three managers will be deemed to have or share beneficial ownership of such securities. Each such person disclaims any such beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein, because voting and dispositive decisions requires the approval of a majority of the managers, and this report shall not be deemed an admission by any of the foregoing of beneficial ownership of such securities for purposes of Section 16 or for any other purpose.

F5: In connection with the Domestication (as defined in the Definitive Proxy Statement filed with the SEC on May 23, 2024), the warrants to purchase Class A Ordinary Shares held by the Sponsor will be automatically converted into private placements warrants to purchase Common Stock ("Private Placement Warrants"). Each Warrant is exercisable at an initial exercise price of $11.50 per share, subject to adjustment, commencing 30 days following the closing of the Business Combination, into one share of Common Stock.

F6: Pursuant to that certain Sponsor Letter Agreement, dated November 21, 2023, as amended, by and among the Sponsor and the directors and officers of GPAC II, pursuant to which, among other things, the Sponsor agreed to, among other things subject 1,000,000 of the combined company common stock to vesting (or forfeiture) on the basis of achieving (or failing to achieve) certain trading price thresholds following the Closing.