Item 1A. Risk Factors 25
Item 1B. Unresolved Staff Comments 61
Item 2. Properties 61
Item 3. Legal Proceedings 61
Item 4. Mine Safety Disclosure 61
Item 6. Reserved 62
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 71
Item 8. Financial Statements and Supplementary Data 71
Item 9A. Controls and Procedures 71
Item 9B. Other Information 73
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 73
PART III 74
Item 10. Directors, Executive Officers and Corporate Governance 74
Item 11. Executive Compensation 82
Item 14. Principal Accountant Fees and Services 89
Item 15. Exhibit and Financial Statement Schedules 90
i
Unless otherwise stated in this Annual Report on
Form 10-K (the “Annual Report”), references to:
● “board of directors” or “board” are to the board of directors of the Company;
● “combined team” are to our management and sponsor team, collectively;
● “directors” are to our current directors;
● “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
● “FINRA” are to the Financial Industry Regulatory Authority;
ii
● “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;
● “Nasdaq” are to the Nasdaq Stock Market LLC;
● “PCAOB” are to the Public Company Accounting Oversight Board (United States);
● “public shares” are to our Class A ordinary shares sold as part of our units;
iii
● “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;
● “SEC” are to the U.S. Securities and Exchange Commission;
● “Securities Act” are to the Securities Act of 1933, as amended;
iv
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Some of the statements contained in this Annual
Report on Form 10-K may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking
statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions
or strategies regarding the future and our announced proposed business combination with Stardust Power, our ability to consummate the
business combination, the benefits of the transaction, the post-combination company’s future financial performance following the
business combination and the post-combination company’s strategy, expansion plans, future operations, future operating results,
estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In addition,
any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this report may include, for example, statements about:
● our ability to complete our proposed business combination with Stardust Power;
● the ability to maintain the listing of our securities on Nasdaq;
● our expectations around the performance of Stardust Power;
● our public securities’ potential liquidity and trading;
● the trust account not being subject to claims of third parties; or
● our financial performance.
The forward-looking statements contained in this
report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be
no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these
forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under applicable securities laws.
v
PART I
Item 1. Business
BUSINESS
Overview
We are a blank check company incorporated on November
3, 2020 as a Cayman Islands exempted company for the purpose of effecting an initial business combination.
We are currently moving towards an initial business
combination with Stardust Power, with whom we signed a business combination agreement on November 21, 2023. We intend to capitalize on
the ability of our combined team to add value to Stardust Power following the initial business combination. We believe that the characteristics
and capabilities of our combined team make us an attractive partner to Stardust Power and enhance our ability to complete a successful
business combination and bring value to Stardust Power post-business combination.
The Company brings together two elements that we
believe create a competitive advantage which differentiates us from other acquisition vehicles in the market, and significantly improve
our chances of completing a successful business combination.
1. Our proven executive team, led by our Chairman and CEO Chandra R. Patel; and
2. Our less dilutive and more aligned APEX TM SPAC structure.
We believe the combined team possesses an ideal
mix of core characteristics for a special purpose acquisition corporation. This combined team includes what we view to be successful dealmakers
or operators, with experience across multiple deal types, including complicated special situations and as senior operators across a variety
of businesses and industries. This combined team has demonstrable experience and valuable contracts across a wide range of industries
and business lines, which we believe will allow us to source deals that other investors could not. The combined team also has what we
believe is a longstanding track record of value creation, both as investors and for investors, across the gamut of private equity or direct
public and private company investing. Our network and current affiliations across the team will allow us to lean heavily on an existing
infrastructure of resources that are and will continue to assist us in due diligence, underwriting and structuring an acquisition.
With respect to the foregoing examples, past performance
by our management team or sponsor team is not a guarantee either (i) of success with respect to our consummation of the business combination
with Stardust Power or (ii) that we will be able to locate a suitable candidate for our initial business combination. Furthermore, in
considering any past performance information contained herein, you should bear in mind that actual returns depend on, among other factors,
future operating results, the value of the investments and market conditions at the time of disposition, any related transaction costs
and the timing and manner of sale, all of which may differ from the assumptions on which the overall performance of any prior investments
are based.
On January 13, 2023, the Company, entered into an Investment Agreement
(the “Investment Agreement”) with the Sponsor, and Endurance Global Partner II, LLC, a Delaware limited liability company
(the “Investor”), pursuant to which the Investor will contribute to the Sponsor an aggregate amount in cash equal up to $3,000,000,
which amount will be loaned to the Company in accordance with the January 13, 2023 Promissory Note (as defined below), in consideration
for which, the Sponsor shall issue to the Investor interests in certain equity securities of the Company. In connection with the closing
of the transactions contemplated by the Investment Agreement, the Sponsor has transferred control of the Sponsor to affiliates of Antarctica
Capital Partners, LLC, and new officers were appointed to the Company.
1
On January
11, 2023, the Company held an extraordinary general meeting of its shareholders (the “2023 Extension Meeting”) to amend, by
way of special resolution, the Company’s amended and restated memorandum and articles of association (the “2023 Articles
Amendment”) to extend the date by which the Company has to consummate a business combination
from January 14, 2023 (the “2023 Original Termination Date”) to April 14, 2023 (the “2023 Articles Extension Date”)
and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination
on a monthly basis for up to nine times by an additional one month each time after the 2023 Articles Extension Date, by resolution of
the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable date
in which the Company has to consummate a business combination, until January 14, 2024, or a total of up to twelve months after the 2023
Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior to such date
(the “2023 Extension Amendment Proposal”); to amend, by way of ordinary resolution, the Letter Agreement, dated January 11,
2021, by and among GPAC, its officers, its directors and the Sponsor (the “Letter Agreement”), to allow the Sponsor to transfer
its holdings in GPAC, directly or indirectly, to affiliate(s) of Antarctica Capital Partners, LLC prior to the expiration of the applicable
lock-up (the “2023 Insider Letter Amendment Proposal”); and if necessary, to adjourn, by way of ordinary resolution, to permit
further solicitation and vote of proxies if, based upon the tabulated vote at the time of the 2023 Extension Meeting, there are insufficient
ordinary shares in the capital of GPAC represented (either in person or by proxy) to approve the 2023 Extension Amendment Proposal or
the 2023 Insider Letter Amendment Proposal. The shareholders of the Company approved the 2023 Extension Amendment Proposal and the
2023 Insider Letter Amendment Proposal at the 2023 Extension Meeting and on January 13, 2023, the Company filed the 2023 Articles Amendment
with the Registrar of Companies of the Cayman Islands.
On January
9, 2024, the Company held an extraordinary general meeting of its shareholders (the “2024 Extension Meeting”) to amend (the
“2024 Articles Amendment”), by way of special resolution, the Company’s amended and restated memorandum and articles
of association to extend the date by which the Company has to consummate a business combination from January 14, 2024 to July 14, 2024
for a total of an additional six months after January 14, 2024, unless the closing of a business combination shall have occurred prior
thereto (collectively, the “2024 Extension Amendment Proposal”); to eliminate, by way of special resolution, from the amended
and restated memorandum and articles of association the limitation that GPAC may not redeem Class A ordinary shares, to the extent that
such redemption would result in GPAC having net tangible assets of less than $5,000,001 (the “Redemption Limitation”) in order
to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “2024
Redemption Limitation Amendment Proposal”); to provide, by way of special resolution, that Public Shares may be issued to the Sponsor
by way of conversion of Class B ordinary shares, into Public Shares, despite the restriction on issuance of additional Public Shares (the
“2024 Founder Conversion Amendment Proposal” and together with the 2024 Extension Amendment Proposal and 2024 Redemption Limitation
Amendment Proposal, the “2024 Proposals”); and, if required, an adjournment proposal to adjourn, by way of ordinary resolution,
the 2024 Extension Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon
the tabulated vote at the time of the 2024 Extension Meeting, there are insufficient ordinary shares at the 2024 Extension Meeting to
approve the 2024 Proposals, or (ii) where the board of directors of the Company has determined it is otherwise necessary. The shareholders
of the Company approved the 2024 Proposals at the 2024 Extension Meeting and on January 11, 2024, the Company filed the 2024 Articles
Amendment with the Registrar of Companies of the Cayman Islands.
In connection with GPAC’s
2024 Extension Meeting to approve the 2024 Extension Amendment Proposal, the Sponsor entered into non-redemption agreements (the
“Non-Redemption Agreements”) with several unaffiliated third parties, pursuant to which such third parties agreed not
to redeem (or to validly rescind any redemption requests on) an aggregate of 1,503,254 Class A ordinary shares of the Company in connection
with the 2024 Extension Amendment Proposal. In exchange for the foregoing commitments not to redeem such Class A ordinary shares of the
Company, the Sponsor agreed to transfer or cause to be issued for no consideration an aggregate of 127,777 shares of the Company and simultaneous
forfeiture of 127,777 shares of the Company in connection with the Company’s completion of its initial business combination.
On January 17, 2024, the Company received a written
notice from the Listing Qualifications Department of Nasdaq indicating that, unless the Company timely requests a hearing before the Nasdaq
Hearings Panel (the “Panel”), the Company’s securities (shares, warrants, and rights) would be subject to suspension
and delisting from The Nasdaq Capital Market at the opening of business on January 25, 2024, due to the Company’s non-compliance
with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36
months of the effectiveness of its IPO Registration Statement (the “Suspension”).
2
On January 23, 2024, the Company timely submitted
a hearing request to appeal Nasdaq’s determination to the Panel to request sufficient time to complete a business combination, pursuant
to the procedures set forth in the Nasdaq Listing Rule 5800 Series (the “Hearing Request”). The Hearing Request will stay
the Suspension and the filing of the Form 25-NSE pending the Panel’s decision. The Panel’s hearing for the Company is scheduled
to be held on April 2, 2024.
Business Combination Agreement
On
November 21, 2023, the Company, entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified
from time to time, the “Business Combination Agreement”), with Strike Merger Sub I,
Inc., a Delaware corporation and direct wholly-owned subsidiary of the Company (the “First Merger Sub”), Strike
Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of the Company (“Second Merger
Sub”), and Stardust Power. The Business Combination Agreement and the transactions contemplated thereby to occur at or immediately
prior to the Closing (“Transactions”) were approved by the boards of directors of each of the Company and Stardust Power.
The Domestication
Pursuant
to the Business Combination Agreement, prior to the consummation of the Mergers (as defined below) contemplated by the Business Combination
Agreement (the “Closing”), and subject to the Supermajority Acquiror Shareholder Approval (as defined therein), the Company
will domesticate as a Delaware corporation (the “Domestication”) in accordance with Section 388 of the Delaware General
Corporation Law and Sections 206 to 209 of the Companies Act (As Revised) of the Cayman Islands.
Prior
to the Domestication, each Class B ordinary share outstanding shall be converted into one (1) Class A ordinary share, in accordance with
the amended and restated memorandum and articles of association of the Company, other than as set forth in the Sponsor Letter Agreement
(the “Class B ordinary share conversion”). In connection with the Domestication, (i) each Class A ordinary share outstanding
immediately prior to the effective time of the Domestication and following the Class B ordinary share conversion shall be converted into
one share of common stock, par value $0.0001 per share of GPAC (the “GPAC Common Stock”) and (ii) each then-issued and outstanding
whole warrant exercisable for one Class A ordinary share will be converted into a warrant exercisable for one share of GPAC Common
Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of January 11,
2021, by and between GPAC and Continental Stock Transfer & Trust Company, as warrant agent (as amended or amended and restated
from time to time). In connection with clauses (i) and (ii) of this paragraph, each issued and outstanding unit of GPAC that has
not been previously separated into the underlying Class A ordinary shares and the underlying GPAC warrants will be canceled and
will entitle the holder thereof to one share of GPAC Common Stock and one-sixth of one GPAC warrant.
The Business Combination
The
Business Combination Agreement provides for, among other things, the following Transactions: (i) the Domestication, (ii) following the
Domestication, First Merger Sub will merge with and into Stardust Power, with Stardust Power as the surviving company in the merger (the
“First Merger”) and, (iii) 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” and, together with the First Merger, the “Mergers”), with Merger
Sub II being the surviving company of the Second Merger (Second Merger Sub, in its capacity as the surviving company of the Second Merger,
the “Surviving Company”), and as a result of which the Surviving Company will become a wholly-owned subsidiary of the Company. At
Closing, the Company will change its name to “Stardust Power Inc.” and will continue trading on the Nasdaq Capital Market
under the new symbols “SDST” and “SDSTW,” respectively, following Closing. At Closing, in connection with the
Transactions, the Company and certain holders of Stardust Power Common Stock (as defined below) (the “Stardust Power Stockholders”)
will enter into a Shareholder Agreement (as defined in the Business Combination Agreement), a Registration Rights Agreement (as defined
in the Business Combination Agreement) and a Lock-Up Agreement (as defined in the Business Combination Agreement), each in form and in
substance to be agreed, to be effective upon the Closing. The Domestication, the Mergers and the other Transactions contemplated by the
Business Combination Agreement are hereinafter referred to as the “Business Combination.”
The
Business Combination is expected to close in the first half of 2024, following the receipt of the required approval by the Company’s
shareholders and the fulfillment or waiver of other customary closing conditions.
3
Business Combination
Consideration
In
accordance with the terms and subject to the conditions of the Business Combination Agreement, each share of common stock of Stardust
Power, par value $0.0001 per share (“Stardust Power Common Stock”) (including Stardust Power Common Stock issued in connection
with the Stardust Power SAFE Conversion (as defined in the Business Combination Agreement)), issued and outstanding immediately prior
to the First Effective Time (as defined in the Business Combination Agreement) other than any Cancelled Shares (as defined in the Business
Combination Agreement) and Dissenting Shares (as defined in the Business Combination Agreement) shall be converted into the right to receive
the applicable Per Share Consideration (as defined in the Business Combination Agreement). The
total consideration to be paid at Closing to the selling parties in connection with the Business Combination Agreement will be based on
an enterprise value of $450,000,000 (excluding a $50 million earnout, based upon an assumed price of $10 per share, payable
upon achievement of certain milestones), subject to certain adjustments as set forth in the Business Combination Agreement, including
with respect to certain transaction expenses and the cash and debt of Stardust Power. Additionally, in the event, prior to
the eighth (8th) anniversary of the Closing, the volume-weighted average price of GPAC Common Stock exceeds certain price thresholds for
sustained periods of time or there is a change of control, (i) certain shares of GPAC Common Stock retained by Sponsor that were previously
subject to forfeiture will vest, and (ii) GPAC will issue five million shares of GPAC Common Stock as additional merger consideration.
Following the execution and delivery of the Business Combination Agreement, and subject to the approval of the shareholders of the Company,
the Company will adopt a customary incentive equity plan that will provide that the GPAC Common Stock reserved for issuance thereunder
will be set at an amount equal to 10.00% of GPAC Common Stock outstanding immediately after Closing.
In accordance with the terms and subject to the conditions of the Business
Combination Agreement, (i) each outstanding Company Option (as defined in the Business Combination Agreement), whether vested or unvested,
shall automatically convert into an option to purchase a number of shares of GPAC Common Stock equal to the number of shares of GPAC Common
Stock subject to such Company Option immediately prior to the First Effective Time multiplied by the Per Share Consideration at an exercise
price per share equal to the exercise price per share of Stardust Power Common Stock divided by the Per Share Consideration, subject to
certain adjustments and (ii) each share of Company Restricted Stock outstanding immediately prior to the First Effective Time shall convert
into a number of shares of GPAC Common Stock equal to the number of shares of Stardust Power Common Stock subject to such Company Restricted
Stock multiplied by the Per Share Consideration. Except as provided in the Business Combination, the terms and conditions (including vesting
and exercisability terms, as applicable) shall continue as were applicable to the corresponding former Company Option and Company Restricted
Stock, as applicable, immediately prior to the First Effective Time.
Governance
GPAC
has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing,
the GPAC board of directors shall consist of seven directors, which will be divided into three classes, which directors shall include:
two directors designated by Stardust Power, one director designated by Sponsor and four directors designated by Stardust Power whom shall
meet the standards of independence for companies subject to the rules and regulations of Nasdaq Stock Market. Additionally, the current
Stardust Power management team will move to GPAC in their current roles and titles.
Representations and
Warranties; Covenants
The
Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for
transactions of this type, including with respect to the operations of GPAC and Stardust Power. In addition, GPAC has agreed to adopt
an equity incentive plan, as described in the Business Combination Agreement. Stardust Power has agreed to use its commercially reasonable
efforts to sell Stardust Power Common Stock in a private placement on terms mutually agreed to by GPAC and Stardust Power. GPAC may enter
into subscription agreements for securities of GPAC following the date of the Business Combination Agreement, in an amount not to exceed
$150,000,000 in the aggregate.
4
GPAC
and Stardust Power have agreed to enter into certain agreements to be effective upon Closing to (i) provide registration rights to certain
Stardust Power Stockholders, (ii) restrict the sale or transfer of shares of GPAC Common Stock held by Sponsor and certain Stardust Power
Stockholders for 180 days following Closing, subject to certain exceptions and (iii) to provide certain rights to Sponsor with respect
to the Sponsor’s designation of a director to the GPAC board following Closing.
Conditions to Each
Party’s Obligations
The
obligation of GPAC and Stardust Power to consummate the Business Combination is subject to certain closing conditions, including, but
not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) no governmental authority having
enacted any law that makes the Transaction or any part thereof illegal or otherwise prohibited, (iii) the registration
statement on Form S-4 becoming effective, (iv) the approval of GPAC’s shareholders being obtained and (v) the approval of
Stardust Power’s stockholders being obtained.
In
addition, the obligation of GPAC to consummate the Business Combination is subject to the fulfillment of other closing conditions, including,
but not limited to, (i) the representations and warranties of Stardust Power being true and correct to the standards applicable to such
representations and warranties and each of the covenants of Stardust Power having been performed or complied with in all material respects,
(ii) each of the pre-Closing or at-Closing covenants of Stardust Power shall have been performed or complied with in all material respects,
(iii) Stardust Power entering into certain amendments to the outstanding Simple Agreements for Future Equity Agreements, (iv) Stardust
Power’s delivering the certificate signed by an authorized officer of Stardust Power, certifying that, to the knowledge and
belief of such officer, the necessary representations, warranties, and covenants have been fulfilled (an “Officer’s Certificate”)
to GPAC, (v) the non-occurrence of a Material Adverse Effect (as defined in the Business Combination Agreement) and (vi) Stardust Power’s
delivery to GPAC of the executed counterparts of all of the Ancillary Agreements (as defined in the Business Combination Agreement) to
which Stardust Power is a party.
The
obligation of Stardust Power to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including,
but not limited to, (i) the representations and warranties of GPAC, First Merger Sub and Second Merger Sub being true and correct to the
standards applicable to such representations and warranties and each of the covenants of GPAC having been performed or complied with in
all material respects, (ii) each of the pre-Closing or at-Closing covenants of GPAC shall have been performed or complied with in all
material respects, (iii) GPAC’s delivering of an Officer’s Certificate to Stardust Power, (iv) the approval by Nasdaq of GPAC’s
listing application in connection with the Business Combination, (v) the non-occurrence of a Material Adverse Effect and (vi) GPAC’s
delivery to Stardust Power of the executed counterparts of all of the Ancillary Agreements to which GPAC is a party.
Termination
The
Business Combination Agreement may be terminated at any time at or prior to Closing: (i) by mutual written consent of GPAC and Stardust
Power; (ii) by written notice from GPAC to Stardust Power if the representations and warranties
of Stardust Power are not true and correct or if Stardust Power fails to perform any covenant or agreement set forth in the Business Combination
Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties
or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods
so long as the breaching party is using its commercially reasonable efforts to cure such breach within such period (the “cure period”);
(iii) by written notice from Stardust Power to GPAC if the representations and warranties of GPAC are not true and correct or if GPAC
fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot
be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as
applicable, are not cured or cannot be cured within the cure period; (iv) by either GPAC or Stardust Power if the Business Combination
is not consummated by July 14, 2024 (as may be extended under certain conditions), provided that the terminating party’s
failure to fulfill any obligation under the Business Combination Agreement was not the primary cause of, or primarily resulted in, the
failure of Closing to occur or if the terminating party is in breach of the Business Combination Agreement, which breach could give rise
to a right of the other party to terminate the Business Combination Agreement; (v) by either GPAC or Stardust Power if the consummation
of the Mergers is permanently enjoined or prohibited by the terms of a final, non-appealable government order or other law; (vi) by
written notice from either GPAC or Stardust Power if the GPAC shareholder approval is not obtained at the special meeting of GPAC (subject
to any adjournment or recess of the meeting); (vii) by written notice from GPAC to Stardust Power if certain Stardust Power stockholder
approval has not been obtained within two business days following the date that the registration statement on Form S-4 is declared effective;
and (viii) by Stardust Power if GPAC is delisted from the Nasdaq Capital Market without having been listed on another national securities
exchange.
5
The
Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of
the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and
covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations
agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Business
Combination Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which
are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose
of allocating risk among the parties rather than establishing matters as facts. GPAC does not believe that these schedules contain information
that is material to an investment decision.
Company Support Agreements
Contemporaneously
with the execution of the Business Combination Agreement, certain Stardust Power Stockholders entered into a Company Support Agreement
(collectively, the “Company Support Agreements”) with GPAC and Stardust Power, pursuant to which such stockholders have agreed
to, among other things, (i) support and vote in favor of (a) the consummation of the Business Combination and other related Transactions,
including the Mergers, and (b) any other circumstances upon which a consent or other approval with respect to the Business Combination
Agreement, the Transactions, the Mergers or the other transactions contemplated by the Business Combination Agreement is sought, (ii)
if any Stardust Power stockholder fails to perform the obligations set forth in such stockholder’s Company Support Agreement, irrevocably
appoint Stardust Power or any individual designated by Stardust Power as such stockholder’s attorney-in-fact and proxy, with full
power of substitution and re-substitution in favor of Stardust Power, to (a) take all such actions and execute and deliver all such documents,
instruments or agreements as are necessary to consummate the Transactions, to attend on behalf of such stockholder, at any meeting of
the Stardust Power stockholders with respect to the Business Combination and the Transaction, including the Mergers, and (b) vote (or
cause to be voted) the subject Stardust Power Common Stock or consent (or withhold consent) with respect to any of the matters described
in such stockholder’s Company Support Agreement in connection with any meeting of the Stardust Power Stockholders or any action
by written consent by the Stardust Power Stockholders (including approval of the Business Combination Agreement, the Mergers and, if required
by Law (as defined in the Business Combination Agreement), the Transactions) and (iii) be bound by certain other covenants and agreements
related to the Business Combination, including a restriction on the transfer of Stardust Power Common Stock, subject to certain exceptions.
Sponsor Letter Agreement
Concurrently
with the execution of the Business Combination Agreement, the Sponsor and, for certain limited purposes set forth therein, the executive
officers and directors of GPAC (the “GPAC Insiders”) entered into the Sponsor Letter Agreement (the “Sponsor Letter
Agreement”) with GPAC and Stardust Power, pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of the
approval of the Business Combination Agreement and the Transactions contemplated therein to occur at or prior to Closing, including the
Class B ordinary share conversion, which shall be deemed to be conversions at the option of the holders of such Class B ordinary
shares, (ii) be bound by certain transfer restrictions with respect to its Class B ordinary
shares (as converted into Class A ordinary shares) prior to Closing, (iii) terminate certain lock-up provisions of that certain Letter
Agreement, dated as of January 11, 2021, as amended by that certain Letter Agreement Amendment, dated as of January 13, 2023, by and among
Sponsor, GPAC, and the GPAC Insiders, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement, (iv) be bound
by certain lock-up provisions during the post-Closing lock-up period described in the Sponsor Letter Agreement with respect to its Class
B ordinary shares (as converted into Class A ordinary shares and then converted into GPAC Common Stock), (v) fully vest 3,000,000 of its
Class B ordinary shares prior to the Domestication (and convert into Class A ordinary shares and then convert into GPAC Common Stock)
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like (collectively, the “Adjustments”)),
(vi) subject 1,000,000 of its Class B ordinary shares (as converted into Class A ordinary shares and then converted into GPAC Common Stock,
and as adjusted for any Adjustments) to vesting (or forfeiture) on the basis of achieving (or failing to achieve) certain trading price
thresholds following Closing, (vii) forfeit 3,500,000 of its Class B ordinary shares for no consideration, and (viii) waive certain anti-dilution
protections with respect to the conversion ratio set forth in the amended and restated memorandum and articles of association
of GPAC, or similar protection with respect to the GPAC Common Stock, in each case, on the
terms and subject to the conditions set forth in the Sponsor Letter Agreement. Additionally, GPAC and the GPAC Insiders have
agreed they will not enter into any tender or voting agreement, or any similar agreement, arrangement or understanding with the GPAC Common
Stock (as converted in the Class B ordinary share conversion and Domestication) that is inconsistent
with the Sponsor Letter Agreement.
6
Our Management Team
We have assembled a number of seasoned executives
and advisors to serve as our executive officers and directors, alongside Mr. Patel. Because we are likely to be actively involved in the
strategy and operations of our target companies (although there can be no assurances that we will be), our officers have been chosen for
their extensive sector and executive experience in managing successful companies. In addition to providing us with strategic insights,
which include in-depth knowledge of industry dynamics, competition and operational capabilities, our officers and independent directors
will provide access to their broad networks of operating executives and other resources. For more information about our executive officers
and directors, please see Part III, Item 10 of this report, “Directors, Executive Officers and Corporate Governance.”
Business Strategy
Our strategy is to build on three key pillars:
an experienced management team led by Mr. Patel; our value-added partners in our sponsor; and a next generation, more efficient and aligned
APEXTM SPAC structure.
We believe the combined team possesses the core
characteristics of an ideal team for a special purpose acquisition corporation. This combined team is a mix of what we view to be successful
dealmakers or operators, with experience across multiple deal types, including complicated special situations and as senior operators
across a variety of businesses and industries. This combined team has built a meaningful proprietary deal-sourcing network that should
allow us to source deals that other investors could not. Through these endeavors, this combined team has what we believe is a long-standing
track record of value creation, both as investors and for investors, across the gamut of public and private company investing. Our network
and current affiliations across the team will allow us to lean heavily on an existing infrastructure of resources that will assist in
due diligence, underwriting and ultimately structuring an acquisition. We also intend to leverage our network of third-party advisors
as needed.
Source: Our sourcing and acquisition selection
process will leverage our sponsor group’s deep, broad and trusted network of industry, private equity sponsor, and banking relationships,
as well as their relationships with family-led and founder-led private companies. Our supportive value-added approach, and ability to
work with strategic partners within our network should make us an attractive merger partner to many potential merger targets.
Execute: We have extensive deal execution
experience and capabilities. Our CEO, Mr. Patel, has extensive experience as the managing partner of Antarctica Capital, an international
private equity firm headquartered in New York. Mr. Patel is responsible for Antarctica Capital’s strategic direction and core relationships
and leads the firm’s key expansion initiatives. Mr. Patel’s execution experience is complemented by President of the Board,
Richard C. Davis, and the Company’s Chief Financial Officer, Jarett Goldman, among others. Mr. Davis is a highly experienced executive
with over 25 years of experience in corporate finance, private equity and the space industry. Mr. Goldman is an experienced investment
professional with 15+ years of global experience in corporate finance, principal investing, and capital markets. Collectively, our leadership
team will draw upon several decades of execution experience across a broad range of industries and markets.
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Operate and Grow: The experience and capabilities
of our combined team should allow us to drive growth in shareholder value following the business combination. The prior experience of
the members of our combined team includes working with companies and increasing value for all stakeholders at the senior management level,
as consultants, as board members and as constructive minority stake shareholders. Additionally, we intend to seek ways to work with corporate
partners to drive growth in the target company post-business combination.
With respect to the foregoing examples, past performance
by our management team or sponsor team is not a guarantee of success with respect to the consummation of an initial business combination
with Stardust Power or that we will be able to locate another suitable candidate for our initial business combination if our initial business
combination with Stardust Power is not successful. Furthermore, in considering any past performance information contained herein, you
should bear in mind that actual returns depend on, among other factors, future operating results, the value of the investments and market
conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the
assumptions on which the overall performance of any prior investments are based.
Acquisition Criteria
We target business combination opportunities that
align with our strategic insights, focus, capabilities and network. Consistent with our business strategy, we have identified the following
general criteria and guidelines that we believe were and continue to be important in our evaluation of Stardust Power, and evaluating
any potential future prospective target businesses. While we will use these criteria and guidelines in evaluating acquisition opportunities,
we may decide to enter into our initial business combination with Stardust Power or another potential target business that does not meet
these criteria and guidelines.
We seek to acquire companies exhibiting one or
more of the characteristics below:
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These criteria are not intended to be exhaustive.
We may or may not consummate our business combination with a company that exhibits all or any of the qualities above. Any evaluation relating
to the merits of our intended initial business combination with Stardust Power may be based, to the extent relevant, on these general
guidelines as well as other considerations, factors and criteria that our sponsors and management team may deem relevant. In the event
that we decide to enter into a business combination with Stardust Power that does not meet the above criteria and guidelines, we will
disclose that Stardust Power does not meet the above criteria in our shareholder communications related to our initial business combination,
which, as discussed in this report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would
file with the SEC.
If our initial business combination with Stardust
Power is unsuccessful, we are not prohibited from pursuing an initial business combination with another company that is affiliated with
members of our management team or their affiliates. In the event we seek to complete our initial business combination with a company that
is affiliated with our management team or their affiliates, we, or a committee of independent directors, will obtain an opinion from an
independent accounting firm or an independent investment banking firm which is a member of FINRA that our initial business combination
is fair to our Company from a financial point of view.
On January 11, 2023, we held the 2023 Extension
Meeting to, in part, amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate
a business combination. In connection with that vote, the holders of 26,068,281 Class A ordinary shares of the Company properly exercised
their right to redeem their shares for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately
$265,050,166. After the satisfaction of such redemptions, the balance in our trust account was approximately $40,425,891.
On January 9,
2024, we held the 2024 Extension Meeting to, in part, amend our amended and restated memorandum and articles of association to further
extend the date required to complete an initial business combination. In connection with that vote, the holders of 2,137,134 Class A
ordinary shares of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $11.12 per
share for an aggregate redemption amount of approximately $23,767,574, resulting in 1,794,585 Class A ordinary shares remaining outstanding.
After the satisfaction of such redemptions, the balance in our trust account was approximately $19,958,005.
Initial Business Combination
So long as our securities are then listed on Nasdaq,
our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at
least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned
on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. We refer to this
as the “80% of fair market value test.” If our securities are no longer listed on Nasdaq, we will not be obligated to satisfy
the 80% of fair market value test. Our board of directors will make the determination as to the fair market value of our initial business
combination. The fair market value of any target or targets, will be determined by our board of directors, based upon one or more standards
generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though
our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards
employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will
be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy
solicitation materials or tender offer documents we use in connection with any proposed initial business combination will provide public
shareholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations.
If our board is not able to determine the fair market value of the target business independently, we will obtain an opinion from an independent
investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider
it unlikely that our board will be unable to make an independent determination of the fair market value of a target business, it may be
unable to do so if: (1) our board is less familiar or inexperienced with the target company’s business, (2) there is a significant
amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development,
operations or growth, or (3) if the anticipated transaction involves a complex financial analysis or other specialized skills, and our
board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would
merely state that the fair market value of the target business meets the 80% of fair market value test, unless such opinion includes material
information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such
opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders
and file with the SEC in connection with a proposed transaction will include such opinion.
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We anticipate structuring our initial business
combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the
equity interests or assets of the target business. We may, however, structure our initial business combination such that the post-business
combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives
of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business
combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,
as amended (the “Investment Company Act”). Even if the post-business combination company owns or acquires 50% or more of the
voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business
combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a
transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other
equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that
is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If the business combination involves more
than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. In addition,
we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.
If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair
market value test.
To the extent we effect our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous
risks inherent in such company or business. Although our management team will endeavor to evaluate the risks inherent in a particular
target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the
funds we can use to complete another business combination.
Acquisition Process
In evaluating Stardust Power, we have been conducting
a due diligence review to seek to determine Stardust Power’s quality and its intrinsic value. That due diligence review has included,
among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations with relevant
industry experts, competitors, customers and suppliers, as well as a review of additional information that we obtained as part of our
analysis of Stardust Power.
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Stardust Power is not affiliated with our sponsor,
officers or directors. For this reason, we will not need to obtain an opinion from an independent investment banking firm or an independent
accounting firm that our initial business combination is fair to our Company from a financial point of view. However, we have provided
a fairness opinion from Enclave Capital LLC, noting that the Business Combination, including the consideration to be paid by GPAC to the
holders of Class A ordinary shares pursuant to the Business Combination Agreement, is fair to the holders of Class A ordinary shares from
a financial point of view.
Members of our management team, including our officers
and directors, directly or indirectly own our securities and, accordingly, may have a conflict of interest in determining whether Stardust
Power or any other potential target company is an appropriate business with which to effectuate our initial business combination. Each
of our officers and directors, as well as management team, may have a conflict of interest with respect to evaluating a particular business
combination if the retention or resignation of any such officers, directors and management team members was included by Stardust Power
or any other target business as a condition to any agreement with respect to such business combination.
Each of our directors and officers presently has,
and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer
or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes
aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual
obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not
believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability
to complete our initial business combination.
Our amended and restated memorandum and articles
of association provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity
is expressly offered to such person solely in his or her capacity as a director or officer of our Company, and such opportunity is one
we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director
or officer is permitted to refer that opportunity to us without violating another legal obligation.
Our sponsor, officers and directors may sponsor,
form or participate in other blank check companies similar to ours during the period in which we are consummating an initial business
combination with Stardust Power or another target business. Any such companies may present additional conflicts of interest, particularly
in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would
materially affect our ability to complete our initial business combination with Stardust Power. In addition, our sponsor, officers and
directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in
allocating management time among various business activities, including identifying potential business combinations and monitoring the
related due diligence.
Our distributable redeemable warrants provide our
public shareholders with an incentive not to redeem their Class A ordinary shares in connection with our initial business combination.
Public shareholders who choose to redeem their shares will lose the right to receive distributable redeemable warrants. Public shareholders
who choose not to redeem their shares will receive one-sixth of a distributable redeemable warrant per public share they hold (up to a
total of 5,000,000 distributable redeemable warrants assuming that no public shareholders redeem their Class A ordinary shares). We believe
this structure may lead to a lower level of redemptions.
Status as a Public Company
We believe our structure make us an attractive
business combination partner to Stardust Power and other target businesses. As an existing public company, we offer a target business
an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination
transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests
in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary
shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find
this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical
initial public offering process often takes a significantly longer period of time than the typical business combination transaction process,
and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may
not be present to the same extent in connection with a business combination with us.
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Furthermore, once a proposed business combination
is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’
ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have
negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional
means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for
acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers
and vendors and aid in attracting talented employees.
While we believe that our structure and our management
team’s backgrounds make us an attractive business partner, if our initial business combination with Stardust Power is not successful
and we begin looking for another target business, some potential target businesses may view our status as a blank check company, such
as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.
We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved, If some investors find our securities less attractive as a result, there may be a less active trading market
for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides
that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the
Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay
the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage
of the benefits of this extended transition period.
We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following January 14, 2026 (b) in which we have total annual gross revenue of at
least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary
shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which
we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Financial Position
After the initial public offering, we had funds
available for a business combination in the amount of approximately $289,500,000 after payment of $10,500,000 of deferred underwriting
commissions. On January 11, 2023, we held the 2023 Extension Meeting to, in part, approve the 2023 Extension Amendment Proposal. In connection
with that vote, the holders of 26,068,281 Class A ordinary shares of the Company properly exercised their right to redeem their shares
for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $265,050,166. After the
satisfaction of such redemptions, the balance in our trust account was approximately $40,425,891. On
January 9, 2024, we held the 2024 Extension Meeting to, in part, approve the 2024 Extension
Amendment Proposal. In connection with that vote, the holders of 2,137,134 Class A ordinary
shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.12 per share for an aggregate
redemption amount of approximately $23,767,574, resulting in 1,794,585 Class A ordinary shares remaining outstanding. After
the satisfaction of such redemptions, the balance in our Trust Account was approximately $19,958,005. Because we are able to complete
our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility
to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs
and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to
us.
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Effecting Our Initial Business Combination
General
We are not presently engaged in, and we will not