UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission file number: 001-39875

 GLOBAL PARTNER
ACQUISITION CORP II

 (Exact name of registrant as specified in its charter)

 Cayman Islands

 N/A

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 200 Park Avenue 32nd Floor
 New York, NY

 10166

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (646) 585-8975

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of Each Class:

 Trading Symbol(s)

 Name of Each Exchange on Which Registered:

 Units, each consisting of one Class A ordinary share, $.0001 par value, and one-sixth of one redeemable warrant

 GPACU

 The NASDAQ Stock Market LLC

 Class A ordinary shares

 GPAC

 The NASDAQ Stock Market LLC

 Redeemable warrants

 GPACW

 The NASDAQ Stock Market LLC

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No

 Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes No

 Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
definition of "large accelerated filer," "accelerated filer, "smaller reporting company" and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has
filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value of the units outstanding,
other than units held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price of the units
on June 30, 2023, as reported on the Nasdaq Capital Market, was approximately $ 41,656,563.

 As of March 19, 2024, there were 1,794,585 Class
A ordinary shares, $0.0001 par value, and 7,500,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosure

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibit and Financial Statement Schedules

 i

 Unless otherwise stated in this Annual Report on
Form 10-K (the "Annual Report"), references to:

 "amended and restated memorandum and articles of association"
are to our amended and restated memorandum and articles of association;

 "board of directors" or "board" are
to the board of directors of the Company;

 "Class A ordinary shares" and "Public Shares"
are to the Class A ordinary shares of the Company, par value $0.0001 per share;

 "Class B ordinary shares" are to the Class B ordinary
shares of the Company, par value $0.0001 per share;

 "Companies Law" are to the Companies Act (2020
Revision) of the Cayman Islands as the same may be amended from time to time;

 "Continental" are to Continental Stock Transfer
& Trust Company, trustee of our trust account (as defined below) and warrant agent of our public warrants (as defined below);

 "combined team" are to our management and sponsor
team, collectively;

 "detachable redeemable warrants" are to the redeemable
warrants included as part of the units, with one-sixth of one detachable redeemable warrant included in each unit;

 "directors" are to our current directors;

 "distributable redeemable warrants" are to the
redeemable warrants which our public shareholders have the contingent right to receive, in certain circumstances described in this report,
following the initial business combination redemption time, with one-sixth of one detachable redeemable warrant receivable per each public
share not redeemed in connection with our initial business combination;

 "distribution time" are to the time at which the
distributable redeemable warrants will be distributed, which will occur immediately after the initial business combination redemption
time and immediately prior to the closing of our initial business combination;

 "Exchange Act" are to the Securities Exchange
Act of 1934, as amended;

 "FINRA" are to the Financial Industry Regulatory
Authority;

 "founder shares" are to our Class B ordinary shares
initially issued to our sponsor in a private placement and the Class A ordinary shares that will be issued upon the automatic conversion
of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the
avoidance of doubt, such Class A ordinary shares will not be "public shares"). Founder shares are subject to vesting and
transfer restrictions;

 ii

 "GAAP" are to the accounting principles generally
accepted in the United States of America;

 "GPAC" is to Global Partner Acquisition Corp II,
a Cayman Islands exempted company;

 "IFRS" are to the International Financial Reporting
Standards, as issued by the International Accounting Standards Board;

 "initial business combination" are to a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

 "initial business combination redemption time"
are to the time of exercise of our public shareholders' rights to redeem public shares in connection with our initial business
combination;

 "IPO" or "initial public offering"
are to our initial public offering, which we completed on January 14, 2021;

 "Investment Company Act" are to the Investment
Company Act of 1940, as amended;

 "JOBS Act" are to the Jumpstart Our Business Startups
Act of 2012;

 "management" or our "management team"
are to our executive officers and directors;

 "Nasdaq" are to the Nasdaq Stock Market LLC;

 "ordinary shares" are to our Class A ordinary
shares and Class B ordinary shares;

 "PCAOB" are to the Public Company Accounting Oversight
Board (United States);

 "private placement warrants" are to the warrants
issued to our sponsor in a private placement, or issued upon conversion of working capital loans, if any;

 "public shares" are to our Class A ordinary shares
sold as part of our units;

 "public shareholders" are to the holders of our
public shares, including our sponsor and management team to the extent our sponsor or members of our management team purchase public
shares, provided that our sponsor and each member of our management team will be a "public shareholder" only with respect
to such public shares;

 "redeemable warrants" are to our detachable redeemable
warrants and our distributable redeemable warrants;

 "Registration Statement" are to the Form S-1 initially
filed with the SEC on December 21, 2020 (File No. 333-251558), as amended;

 iii

 "Report" are to this Annual Report on Form 10-K
for the fiscal year ended December 31, 2023;

 "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;

 "SPAC" are to one or more special purpose acquisition
companies, including, when required by the context, the Company;

 "Sponsor" or "initial shareholder"
are to Global Partner Sponsor II LLC, a Delaware limited liability company, the managers of which are Chandra R. Patel, Richard C. Davis
and Jarett Goldman;

 "sponsor team" are to certain members of our sponsor
who will be acting as our advisors;

 "Stardust Power" are to Stardust Power, Inc.,
a Delaware corporation, the proposed target of the Business Combination Agreement, dated as of November 21, 2023;

 "Trust Account" are to the trust account in which
the net proceeds of the sale of the units (as defined below) in the initial public offering and private placement warrants was placed
following the closing of the initial public offering;

 "Termination Date" are to the date by which we
are required to consummate a business combination pursuant to our amended and restated memorandum and articles of association;

 "units" are to the units sold in our initial public
offering, which consist of one public share and one-sixth of one public warrant; and

 "we," "us," "our," the
"Company," or "our Company" are to Global Partner Acquisition Corp II, a Cayman Islands exempted company.

 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 risk that the proposed business combination may not be
completed by the Termination Date;

 the effect of the announcement or pendency of the proposed
business combination on Stardust Power's business relationships, performance, and business generally;

 risks that the proposed business combination disrupts current
plans of Stardust Power and potential difficulties in Stardust Power's employee retention as a result of the proposed business
combination;

 the outcome of any legal proceedings that may be instituted
against us related to the agreement and the proposed business combination;

 the ability to maintain the listing of our securities on Nasdaq;

 the price of our securities, including volatility resulting
from changes in the competitive and highly regulated industries in which Stardust Power plans to operate, variations in performance across
competitors, changes in laws and regulations affecting Stardust Power's business and changes in the combined capital structure;

 the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed business combination, and identify and realize additional opportunities;

 our expectations around the performance of Stardust Power;

 our success in retaining or recruiting, or changes required
in, our officers, key employees or directors following our initial business combination;

 our officers and directors allocating their time to other
businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

 our potential ability to obtain additional financing to complete
our initial business combination;

 the ability of our public shareholders to redeem their shares
for cash prior to our initial business combination;

 our public securities' potential liquidity and trading;

 the use of proceeds from our IPO not held in the trust account
or available to us from interest income on the trust account balance;

 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

 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 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.

 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").

 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 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.

 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.

 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.

 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.

 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
APEX 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.

 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:

 Value-Added Capital for Growth and/or Consolidation Opportunities:
Our combined team has significant and successful experience in investing in and working with companies that are achieving rapid and profitable
growth through (a) organic growth initiatives; and/or (b) strategic consolidation opportunities. We will target companies whose owners
may not have the requisite capital or experience to take advantage of compelling corporate development opportunities. Our combined team
also has experience expanding companies' markets and operations outside of the United States, and we believe our cross-border capabilities
could be attractive to many potential middle market business combination targets.

 Operational Improvements: Our combined team has significant
and successful experience in investing in and working with companies where there is an opportunity to effect meaningful operational improvements.
Members of our management team and sponsor team have worked with those types of companies as investors, board members, consultants and
senior management. We intend to tailor our approach to working with the target company's management team and owners to fit the
unique challenges and opportunities they face. Our combined team has the versatility and flexibility to allow us to provide strategic
guidance as board members and consultants or members take on direct senior leadership roles to drive operational improvements at the
target company.

 "Partnership" Sale: We may seek to acquire one
or more companies with a current owner, whether founder-owned, family-owned or institutionally owned (private equity or venture capital),
who would like to retain a meaningful stake in the company to preserve and enhance potential upside. As a provider of public vehicle,
we are well positioned to provide liquidity and a long-term capital solution, and expect that potential merger targets and partners would
view having our combined team as significant, supportive shareholders with a successful SPAC track record as a positive factor. We also
could be an attractive financial and operating partner for a private equity firm that sees compelling acquisition opportunities but may
be already fully invested.

 A SPAC Business Combination as an Advantageous Liquidity Alternative:
At times, the IPO market is uncertain or closed, so an acquisition by us could be a better means of going public for a target. Further,
a target company's owners and/or management might not have experience going public or as a public company and could view our management
team and sponsor experience with a successful SPAC track record as an important value-added factor. Additionally, certain businesses
may not be an ideal candidate for a mergers and acquisitions auction process, so a negotiated acquisition by us could offer a better
means of providing liquidity for the target business's current owners.

 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.

 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.

 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.

 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 30 th, 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.

 Effecting Our Initial Business Combination

 General

 We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash from the
proceeds of our IPO and the sale of the private placement warrants, our equity, debt or a combination of these as the consideration to
be paid in our initial business combination. We intend to complete our initial business combination with Stardust Power, a new corporation
that was formed in March 2023, which may be financially unstable as it is in its early stages of development and growth, which could subject
us to the numerous risks inherent in early stage companies and businesses.

 If our initial business combination is paid for
using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection
with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released
to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-business
combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,
to fund the purchase of other companies or for working capital.

 There is no current basis for investors in us to
evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although
our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this
assessment will result in our identifying all risks that a target business may encounter.

 Furthermore, some of those risks may be outside
of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

 Sources of Target Businesses

 If we need or choose to find another target business,
target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants,
private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be
brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may
also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will
have read this report and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may
also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal
or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive
a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships
of our officers and directors. Although we do not presently anticipate engaging the services of professional firms or other individuals
that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event
we may pay a finder's fee, consulting fee or other compensation to be determined in an arm's length negotiation based on the
terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities
to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our
management determines is in our best interest to pursue. Payment of finder's fees is customarily tied to completion of a transaction,
in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our
existing officers, or their respective affiliates, be paid by us any finder's fee, consulting fee or other compensation prior to,
or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of
transaction that it is). However, we may pay any of our existing directors who are not also officers, or any entity with which they are
affiliated, a finder's fee, consulting fee or other compensation in connection with identifying, investigating and completing our
initial business combination, to the extent such payment is in compliance with all laws and is consistent with independent director requirements.
Such payment may be paid from the proceeds held in the trust account upon consummation of an initial business combination. Some of our
officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial
business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process
of an acquisition candidate.

 We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial
business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation
opinions that such initial business combination is fair to our Company from a financial point of view. We are not required to obtain such
an opinion in any other context.

 Each of our officers and directors presently has,
and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including entities that are
affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity
to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which 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 business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.

 Evaluation of a Target Business and Structuring of Our
Initial Business Combination

 In evaluating Stardust Power, we conducted a due
diligence review which encompassed, among other things, meetings with incumbent management and employees, document reviews, interviews
of customers and suppliers, and a review of financial and other information about Stardust Power and its industry. We utilized our management
team's operational and capital planning experience.

 The time required to select and evaluate Stardust
Power and to structure and complete our initial business combination, and the costs associated with this process, are still ongoing. Any
costs incurred with respect to the evaluation of and negotiation with Stardust Power that does not ultimately result in the consummation
of the initial business combination will result in our incurring losses and will reduce the funds we can use to complete another business
combination. We will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered
to or in connection with our initial business combination.

 Lack of Business Diversification

 For an indefinite period of time after the completion
of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it
is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
By completing our initial business combination with only a single entity, our lack of diversification may:

 subject us to negative economic, competitive and regulatory
developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial
business combination; and

 cause us to depend on the marketing and sale of a single product
or limited number of products or services.

 Limited Ability to Evaluate the Target's Management
Team

 Although we closely scrutinized the management
of Stardust Power when evaluating the desirability of effecting our initial business combination with their business, our assessment of
the target business's management may not prove to be correct. In addition, the future management may not have the necessary skills,
qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in Stardust
Power cannot presently be stated with full certainty. While one or more of our directors will remain associated in some capacity with
us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent
to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience
or knowledge relating to the operations of Stardust Power's business and battery-grade lithium products.

 We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial business combination.

 Following a business combination, we may seek to
recruit additional managers to supplement the incumbent management of Stardust Power. We cannot assure you that we will have the ability
to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance
the incumbent management.

 Shareholders May Not Have the Ability to Approve Our Initial
Business Combination

 We may conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association.
However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide
to seek shareholder approval for business or other reasons.

 Under Nasdaq's listing rules, shareholder
approval would typically be required for our initial business combination if, for example:

 We issue ordinary shares that will be equal to or in excess
of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);

 Any of our directors, officers or substantial security holder
(as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively having a 10% or greater interest), directly or
indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could
result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or

 The issuance or potential issuance of ordinary shares will
result in our undergoing a change of control.

 The decision as to whether we will seek shareholder approval
of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely
in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to:

 the timing of the transaction, including in the event we determine
shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would
place the Company at a disadvantage in the transaction or result in other additional burdens on the Company;

 the expected cost of holding a shareholder vote;

 the risk that the shareholders would fail to approve the proposed
business combination;

 other time and budget constraints of the Company; and

 additional legal complexities of a proposed business combination
that would be time-consuming and burdensome to present to shareholders.

 Permitted Purchases and Other Transactions with Respect
to Our Securities

 If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination.

 Additionally, at any time at or prior to our initial
business combination, subject to applicable securities laws (including with respect to material non-public information), our sponsor,
directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with
incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public
shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms
or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in
such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession
of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange
Act.

 In the event that our sponsor, directors, officers,
advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to
exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would
be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We
do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange
Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at
the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.

 The purpose of any such transaction could be to
(i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination,
(ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval
in connection with our initial business combination or (iii) satisfy a closing condition in an agreement with Stardust Power, or another
target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where
it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our
initial business combination that may not otherwise have been possible.

 In addition, if such purchases are made, the public
"float" of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities
may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities
exchange.

 Our sponsor, officers, directors and/or their affiliates
anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately
negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders
(in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business
combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they
would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for
a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted
a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related
to our initial business combination. Our sponsor, executive officers, directors, advisors or their affiliates will select which shareholders
to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will
be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities
laws.

 Our sponsor, officers, directors and/or their affiliates
will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We
expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such
purchasers are subject to such reporting requirements.

 Redemption Rights for Public Shareholders upon Completion
of Our Initial Business Combination

 We will provide our public shareholders with the
opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to
the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously
released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described
herein. As of December 31, 2023, the amount in the trust account was approximately $43,704,000. Following the 2024 Extension Meeting where
2,137,134 public shareholders properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.05
per share, for an aggregate redemption amount of approximately $23,615,331, the amount in the Trust Account was approximately $19,958,005.
As of the date of this filing, the amount in the Trust account is approximately $20,161,262. The per-share amount we will distribute to
investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will
not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination
does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion
of our initial business combination, and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles
of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right
to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not
complete our initial business combination by the Termination Date, as approved by our shareholders as an amendment to our amended and
restated memorandum and articles of association (an "Extension Period") or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares.

 Distribution of Distributable Redeemable Warrants to Holders
of Class A ordinary shares Not Electing Redemption

 At the distribution time, we will effect a distribution
of a number of warrants up to the Aggregate Warrant Amount, as follows: (i) to the extent that no public shareholders redeem their public
shares in connection with our initial business combination, each public shareholder will receive one-sixth of one distributable redeemable
warrant per public share held and (ii) to the extent that any public shareholders redeem any of their public shares in connection with
our initial business combination, then (A) one-sixth of one distributable redeemable warrant will be distributed to the holder of each
non-redeemed (or "remaining") public share and (B) no distributable redeemable warrants will be distributed in respect of
any public shares that were redeemed.

 Public shareholders who exercise their redemption
rights are not entitled to receive any distribution of distributable redeemable warrants in respect of such redeemed public shares. If
any such redemptions occur, the distributable redeemable warrants attached to the redeemed public shares will not be redistributed. The
contingent right to receive distributable redeemable warrants will remain attached to our Class A ordinary shares, will not be separately
transferrable, assignable or salable and will not be evidenced by any certificate or instrument.

 Our distributable redeemable warrants are otherwise
identical to our detachable redeemable warrants, including with respect to exercise price, exercisability and exercise period. No fractional
distributable redeemable warrants will be issued, no cash will be paid in lieu of fractional distributable redeemable warrants and only
whole warrants will trade. The distributable redeemable warrants will be fungible with our detachable redeemable warrants and will become
tradable upon their distribution under the same stock symbol as the detachable redeemable warrants.

 Manner of Conducting Redemptions

 We will provide our public shareholders with the
opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either
(i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as
to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in
our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction
would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to
be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions
and share purchases would not typically require shareholder approval while direct mergers with our Company where we do not survive and
any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated
memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection
with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose
to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain
a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules.

 If we hold a shareholder vote to approve our initial
business combination, we will, pursuant to our amended and restated memorandum and articles of association:

 conduct the redemptions in conjunction with a proxy solicitation
pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;
and

 file proxy materials with the SEC.

 In the event that we seek shareholder approval
of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders
with the redemption rights described above upon completion of our initial business combination.

 If we seek shareholder approval, we will complete
our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative
vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting.
In such case, our sponsor and each member of our management team have agreed to vote founder shares and public shares of theirs, if any,
in favor of our initial business combination. As a result, in addition to our initial purchaser's founder shares, we would need
none of our currently outstanding public shares to be voted in favor of an initial business combination in order to have our initial business
combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against
the proposed transaction or vote at all. In addition, our sponsor and each member of our management team have entered into an agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held
by them in connection with (i) the completion of a business combination, and (ii) a shareholder vote to approve an amendment to our amended
and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders
of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem
100% of our public shares if we do not complete our initial business combination by the date by which we are required to consummate a
business combination pursuant to our amended and restated memorandum and articles of association (the "Termination Date"),
or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

 If we conduct redemptions pursuant to the tender
offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:

 conduct the redemptions pursuant to Rule 13e-4 and Regulation
14E of the Exchange Act, which regulate issuer tender offers; and

 file tender offer documents with the SEC prior to completing
our initial business combination which contain substantially the same financial and other information about our initial business combination
and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

 Upon the public announcement of our initial business
combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established
in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange
Act.

 In the event we conduct redemptions pursuant to
the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the
Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted
to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete
such initial business combination.

 Limitation on Redemption upon Completion of Our Initial
Business Combination If We Seek Shareholder Approval

 If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than 4,500,000 Class A ordinary shares,
or an aggregate of 15% of the shares sold in our IPO, which we refer to as "Excess Shares," without our prior consent. We
believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders
to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management
to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision,
a public shareholder holding more than an aggregate of 15% of the shares sold in our IPO could threaten to exercise its redemption rights
if such holder's shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or
on other undesirable terms. By limiting our shareholders' ability to redeem no more than 15% of the shares sold in our IPO without
our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability
to complete our initial business combination, particularly in connection with a business combination with a target that requires as a
closing condition that we have a minimum net worth or a certain amount of cash. We currently do not have a minimum cash requirement in
the Business Combination Agreement we currently have with Stardust Power to consummate an initial business combination.

 However, we would not be restricting our shareholders'
ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

 Tendering Share Certificates in Connection with a Tender
Offer or Redemption Rights

 Public shareholders seeking to exercise their redemption
rights, whether they are record holders or hold their shares in "street name," will be required to either tender their certificates
(if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed
to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company's DWAC (Deposit/Withdrawal
At Custodian) System (the "DWAC System"), at the holder's option, in each case up to two business days prior to the
initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we
will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery
requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer
period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute
proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short
period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.

 There is a nominal cost associated with the above-referenced
tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically
charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the
redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights
to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such
delivery must be effectuated.

 The foregoing is different from the procedures
used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check
companies would distribute proxy materials for the shareholders' vote on an initial business combination, and a holder could simply
vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her
redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to
deliver his or her certificate to verify ownership. As a result, the shareholder then had an "option window" after the completion
of the business combination during which he or she could monitor the price of the company's shares in the market. If the price rose
above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to
the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general
meeting, would become "option" rights surviving past the completion of the business combination until the redeeming holder
delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder's
election to redeem is irrevocable once the business combination is approved.

 Any request to redeem such shares, once made, may
be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination,
unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election
of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply
request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed
to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business
combination.

 If our initial business combination is not approved
or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem
their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered
by public holders who elected to redeem their shares.

 If our proposed business combination with Stardust
Power is not completed, we may continue to try to complete a business combination with a different target until the Termination Date.

 Redemption of Public Shares and Liquidation If No Initial
Business Combination

 Our amended and restated memorandum and articles
of association provide that we will have only until the Termination Date to consummate an initial business combination. If we have not
consummated an initial business combination by the Termination Date, we will: (i) cease all operations except for the purpose of winding
up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses)
divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders' rights
as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject
in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire
worthless, and no distributable redeemable warrants will have been issued if we fail to consummate an initial business combination by
the Termination Date. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason
prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation
of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands
law.

 Our sponsor and each member of our management team
have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the
trust account with respect to any founder shares they hold if we fail to consummate an initial business combination by the Termination
Date (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if
we fail to complete our initial business combination within the prescribed time frame).

 Our sponsor, executive officers and directors have
agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right
to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not
complete our initial business combination by the Termination Date or (B) with respect to any other provision relating to the rights of
holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon
approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided
by the number of the then-outstanding public shares.

 We expect that all costs and expenses associated
with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the proceeds
from our IPO held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses,
although we cannot assure you that there will be sufficient funds for such purpose.

 If we were to expend all of the net proceeds of
our IPO and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into
account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would
be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have
higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received
by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds
sufficient to pay or provide for all creditors' claims.

 Although we will seek to have all vendors, service
providers, Stardust Power, and any prospective target businesses if our initial proposed business combination is unsuccessful, and other
entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies
held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or
even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited,
to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability
of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the
trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management
will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed
a waiver if management believes that such third-party's engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party
consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants
that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. UBS
Securities LLC and RBC Capital Markets, LLC will not execute an agreement with us waiving such claims to the monies held in the trust
account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result
of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any
reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent
any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm),
Stardust Power or another potential target business with which we have discussed entering into a transaction agreement, reduce the amounts
in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust
account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of
the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability
will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access
to the trust account nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including
liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor
will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our sponsor to reserve
for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity
obligations and we believe that our sponsor's only assets are securities of our Company. Therefore, we cannot assure you that our
sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including,
without limitation, claims by vendors, Stardust Power and any other potential target businesses.

 In the event that the proceeds in the trust account
are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of
the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets,
in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and our sponsor asserts that it is
unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently
expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations
to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
Accordingly, due to the potential claims of creditors, we cannot assure you that the actual value of the per-share redemption price will
not be less than $10.00 per public share.

 We will seek to reduce the possibility that our
sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, Stardust
Power or any other potential target businesses or other entities with which we do business execute agreements with us waiving any right,
title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under
our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. We had access
to approximately $22,000 as of December 31, 2023 with which to pay any such potential claims (including costs and expenses incurred in
connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it
is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust
account could be liable for claims made by creditors. However, any such liability would not be greater than the amount of funds from our
trust account received by any such shareholder.

 If we file a bankruptcy or insolvency petition
or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account
could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to
the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete
the trust account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders. Additionally, if
we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,
any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either
a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy or insolvency court could seek
to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its
fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our Company to claims of punitive
damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims
will not be brought against us for these reasons.

 Our
public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares
if we do not complete our initial business combination by the Termination Date, (ii) in connection with a shareholder vote to amend our
amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders
of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem
100% of our public shares if we do not complete our initial business combination by the Termination Date or (B) with respect to any other
provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash
upon the completion of our initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with
a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the
subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination by
the Termination Date, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any
right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business
combination, a shareholder's voting in connection with the business combination alone will not result in a shareholder's
redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption
rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our
amended and restated memorandum and articles of association, may be amended with a shareholder vote.

 Competition

 If
our initial business combination with Stardust Power is unsuccessful and we need to search for another target business, we may encounter
intense competition from other entities, including other blank check companies, private equity groups and leveraged buyout funds, public
companies, and operating businesses, in identifying, evaluating and selecting a target business for our initial business combination,
as they are all seeking strategic acquisitions. In particular, since our incorporation a great number of blank check companies have been
formed, have completed their initial public offerings and have begun searching for acquisition targets, and many or most of these blank
check companies are potential competitors of ours in regard to prospective acquisition targets. Many of these entities are well established
and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these
competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses
is limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a
target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights
may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they
potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive
disadvantage in successfully negotiating an initial business combination.

 Employees

 We
currently have four executive officers. These individuals are not obligated to devote any specific number of hours to our matters but
they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
The amount of time they will devote in any time period will vary based on the stage of the business combination process we are in. We
are also being provided the services of one or more investment professionals, pursuant to the Services Agreement (as defined below).
We do not intend to have any full-time employees prior to the completion of our initial business combination.

 Periodic
Reporting and Financial Information

 We
have registered our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the
requirement that we file annual, quarterly and Current Reports with the SEC. In accordance with the requirements of the Exchange Act,
our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

 We
will provide shareholders with audited financial statements of Stardust Power as part of the proxy solicitation or tender offer materials,
as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or reconciled to,
GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with
the standards of the PCAOB. Stardust Power is currently meeting these financial statement requirements. If our initial business combination
with Stardust Power is unsuccessful and we need to search for another target business, these financial statement requirements may limit
the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to
disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time
frame. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial
statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare
its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we
may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do not
believe that this limitation will be material.

 We
are required to evaluate our internal control procedures for the fiscal year ending December 31, 2023, as required by the Sarbanes-Oxley
Act. Unless we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company,
will we not be required to comply with the independent registered public accounting firm attestation requirement on our internal control
over financial reporting. Stardust Power is currently in compliance with the provisions of the Sarbanes-Oxley Act. However, if our initial
business combination with Stardust Power is unsuccessful and we need to search for another target business, another target business may
not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of
the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary
to complete any such acquisition.

 We
have filed a registration statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange
Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing
a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial

 We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied
for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions
Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the
Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition,
that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will
be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part
of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or
other sums due under a debenture or other obligation of us.

 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 $1.07 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 exceeds $700 million as of the prior June 30 th,
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.

 Additionally,
we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market value of
our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded
$100 million during such completed fiscal year and the aggregate worldwide market value of our ordinary shares held by non-affiliates
equals or exceeds $700 million as of the prior June 30.

 Item 1A. Risk Factors

 Summary
of Risk Factors

 An
investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in
the section entitled "Risk Factors," alone or in combination with other events or circumstances, may materially adversely
affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and
you could lose all or part of your investment. Such risks include, but are not limited to, the following:

 We
 were incorporated in November 2020 and we have no operating history and no revenues, and
 you have no basis on which to evaluate our ability to achieve our business objective.

 Past
 performance by our management team or their respective affiliates may not be indicative of
 future performance of an investment in us.

 Our
 shareholders may not be afforded an opportunity to vote on our proposed initial business
 combination, which means we may complete our initial business combination even though a majority
 of our shareholders do not support such a combination.

 Your
 only opportunity to affect the investment decision regarding a potential business combination
 may be limited to the exercise of your right to redeem your shares from us for cash.

 If
 we seek shareholder approval of our initial business combination, our initial shareholders
 have agreed to vote in favor of such initial business combination, regardless of how our
 public shareholders vote.

 If
 our initial business combination with Stardust Power is unsuccessful and we need to search
 for another target business, the ability of our public shareholders to redeem their shares
 for cash may make our financial condition unattractive to potential business combination
 targets, which may make it difficult for us to enter into a business combination with a target.

 The
 ability of our public shareholders to exercise redemption rights with respect to a large
 number of our shares may not allow us to complete the most desirable business combination
 or optimize our capital structure.

 The
 requirement that we consummate an initial business combination by the Termination Date may
 give Stardust Power leverage over us in negotiating a business combination and limits the
 time we have in which to conduct due diligence on potential business combination targets,
 in particular as we approach our dissolution deadline, which could undermine our ability
 to complete our initial business combination on terms that would produce value for our shareholders.

 Our
 success to consummate a business combination with Stardust Power may be materially adversely
 affected by the status of debt and equity markets.

 The
 default or failure of one or more of the U.S. and multi-national financial institutions that
 we rely on for banking services may adversely affect our business and financial condition.

 If
 we seek shareholder approval of our initial business combination, our initial shareholders,
 directors, executive officers, advisors and their affiliates may elect to purchase public
 shares or warrants, which may influence a vote on a proposed business combination and reduce
 the public "float" of our Class A ordinary shares or public warrants.

 If
 a shareholder fails to receive notice of our offer to redeem our public shares in connection
 with our initial business combination, or fails to comply with the procedures for tendering
 shares, such shares may not be redeemed.

 You
 will not have any rights or interests in funds from the trust account, except under certain
 limited circumstances. Therefore, to liquidate your investment, you may be forced to sell
 your public shares or warrants, potentially at a loss.

 Nasdaq
 may delist our securities from trading on its exchange, which could limit investors'
 ability to enter into transactions in our securities and subject us and them to additional
 trading restrictions.

 You
 will not be entitled to protections normally afforded to investors of many other blank check
 companies.

 of our limited resources and the significant competition for business combination opportunities,
 it may be more difficult for us to complete our initial business combination. If we have
 not consummated our initial business combination within the required time period, our public
 shareholders may receive only $10.00 per public share, or less in certain circumstances,
 on the liquidation of our trust account and our detachable redeemable warrants will expire
 worthless and no distributable redeemable warrants will be issued.

 If
 the net proceeds of our IPO and the concurrent sale of private placement warrants not being
 held in the trust account are insufficient to allow us to operate until the Termination Date,
 it could limit the amount available to fund our search for a target business or businesses
 and our ability to complete our initial business combination, and we will depend on loans
 from our sponsor, its affiliates or members of our management team to fund our search and
 complete our initial business combination.

 Recent
 increases in inflation in the United States and elsewhere may be leading to increased price
 volatility for publicly traded securities, including ours, and may lead to other national,
 regional and international economic disruptions, any of which could make it more difficult
 for us to consummate a business combination.

 Conflicts
 between Russia and Ukraine and Israel and Hamas may lead to increased price volatility for
 publicly traded securities, including ours, and to other national, regional and international
 economic disruptions, any of which could make it more difficult for us to identify a business
 combination partner and consummate a business combination on acceptable commercial terms
 or at all.

 Since
 the Sponsor, as well as GPAC's officers and directors, have interests that are different,
 or in addition to (and which may conflict with), the interests of the public shareholders,
 a conflict of interest may have existed in determining whether the Business Combination with
 Stardust Power is appropriate as our initial business combination. Such interests include
 that the Sponsor will lose its entire investment in us if the business combination is not
 completed.

 RISK
FACTORS

 An
investment in our securities involves a high degree of risk. You should carefully consider all of the risks described below, together
with the other information contained in this report, before making a decision to invest in our securities. If any of the following events
occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price
of our securities could decline, and you could lose all or part of your investment. For risk factors related to the proposed business
combination with Stardust Power, see the "Risk Factors" section of the registration statement on Form S-4 that was filed
with the SEC by GPAC on January 12, 2024.

 Risks
Relating to our Search for, Consummation of, or Inability to Consummate a Business Combination and

Post-Business Combination Risks

 Our
shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our
initial business combination even though a majority of our shareholders do not support such a combination.

 We
may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require
shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target
business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder
approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirement, the decision
as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to
us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the
transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete
our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business
combination we complete.

 If
we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote
in favor of such initial business combination, regardless of how our public shareholders vote.

 Our
sponsor owned, on an as-converted basis, 20% of our outstanding ordinary shares immediately following the completion of our initial public
offering. 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.
 On January 9, 2024, The Company 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 of the Company exercised
their right to redeem their shares. Accordingly, our initial shareholders currently own, on an as-converted basis, approximately
80.69% of our outstanding ordinary shares. Our sponsor and members of our management team also may from time to time purchase Class A
ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that,
if we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution
under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled
to vote thereon and who vote at a general meeting. As a result, in addition to our initial purchaser's founder shares, we would
need none of our currently outstanding public shares to be voted in favor of an initial business combination in order to have our initial
business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our
sponsor and each member of our management team to vote in favor of our initial business combination will increase the likelihood that
we will receive the requisite shareholder approval for such initial business combination.

 Your
only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your
right to redeem your shares from us for cash.

 At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target
businesses. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders
may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, your
only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption
rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public
shareholders in which we describe our initial business combination.

 If
we do not end up consummating a business combination with Stardust Power and need to look for another target company, the ability of
our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination
targets, which may make it difficult for us to enter into a business combination with a target.

 We
currently have no minimum cash requirement with Stardust Power in anticipation for consummating our initial business combination. However,
if that was to be unsuccessful, we may seek to enter into a business combination transaction agreement with a prospective target that
requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise
their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the
business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination
transaction with us.

 The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
the most desirable business combination or optimize our capital structure.

 When
we entered into our Business Combination Agreement with Stardust Power, we did not know how many shareholders may exercise their redemption
rights, and therefore had to structure the transaction based on our expectations as to the number of shares that will be submitted for
redemption. If a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater
portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing may
involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit
our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the
deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with
an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights
will not be reduced by the deferred underwriting commissions and after such redemptions, the amount held in trust will continue to reflect
our obligation to pay the entire deferred underwriting commissions.

 The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

 If
our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, which is currently not the case with the Business Combination Agreement with
Stardust Power, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination
is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account.
If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares
may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on
your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your
shares in the open market.

 The
requirement that we consummate an initial business combination by the Termination Date, after the closing of our IPO may give potential
target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence
on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to
complete our initial business combination on terms that would produce value for our shareholders.

 Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate
an initial business combination by the Termination Date. Consequently, such target business, including Stardust Power, may obtain leverage
over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular
target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we
get closer to the Termination Date. In addition, we may have limited time to conduct due diligence and may enter into our initial business
combination on terms that we would have rejected upon a more comprehensive investigation.

 Our
working capital position and the requirement that we consummate an initial business combination by the Termination Date, after the closing
of our IPO give rise to substantial doubt about our ability to continue as a going concern.

 At
December 31, 2023, we had approximately $22,000 in cash and approximately $7,836,000 in negative working capital. We have incurred and
we expect to continue to incur significant costs in pursuit of a business combination. Further, we have until the Termination Date to
consummate a business combination, and it is uncertain that we will be able to consummate a business combination by that date. If a business
combination is not consummated by that date, unless we extend the Termination Date further, we will commence a mandatory liquidation
and subsequent dissolution. These conditions raise substantial doubt about our ability to continue as a going concern for a period of
time within one year after the date of our financial statements included in this report. Our financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

 As
the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may
be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in
our inability to find a target or to consummate an initial business combination if our initial business combination with Stardust Power
is unsuccessful and we must look for another suitable target business.

 In
recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets
for special purpose acquisition companies have already entered into an initial business combination, and there are still many special
purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration.
If our initial business combination with Stardust Power is unsuccessful, and we must look for another suitable target business attractive
targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate
an initial business combination.

 In
addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available
targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets
companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate
targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and
consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable
to our investors altogether. If we are unable to consummate an initial business combination, our public shareholders may receive only
$10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, our detachable redeemable warrants
will expire worthless and no distributable redeemable warrants will have been distributed.

 We
may engage one or more of the underwriters of our IPO or one of their respective affiliates to provide additional services to us after
the IPO, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in
connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will
be released from the trust account only upon a completion of an initial business combination. This may cause them to have potential conflicts
of interest in rendering any additional services to us, including, for example, in connection with the sourcing and consummation of an
initial business combination.

 We
may engage one or more of our IPO underwriters or one of their respective affiliates to provide additional services to us after the IPO,
including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private
offering or arranging debt financing transactions. We may pay such underwriters or affiliates fair and reasonable fees or other compensation
that would be determined at that time in an arm's-length negotiation. The underwriters are also entitled to receive deferred underwriting
commissions conditioned on the completion of an initial business combination. The underwriters', or their respective affiliates',
financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in
their provision of any additional services to us, including potential conflicts of interest in connection with the sourcing and consummation
of an initial business combination.

 Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by the status of debt and equity markets.

 Our
ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by national
and global events outside of our control, including as a result of increased market volatility, decreased market liquidity in third-party
financing being unavailable on terms acceptable to us or at all.

 We
depend on a variety of U.S. and multi-national financial institutions to provide us with banking services. The default or failure of
one or more of the financial institutions that we rely on may adversely affect our business and financial condition.

 We
maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our
deposits at certain of these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In
the event of the failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance
that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds
could adversely affect our liquidity, business and financial condition.

 We
may not be able to consummate an initial business combination by the Termination Date, in which case we would cease all operations except
for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive
only $10.00 per share, or less than such amount in certain circumstances, and our detachable redeemable warrants will expire worthless,
and our distributable redeemable warrants will never have been distributed.

 Our
initial business combination with Stardust Power may be unsuccessful or may not be consummated by the Termination Date. If so, we may
not be able to find a suitable target business and consummate an initial business combination by the Termination Date after the closing
of our IPO that may be proposed to and approved by our shareholders in the form of an amendment to our amended and restated memorandum
and articles of association. Our ability to complete our initial business combination may be negatively impacted by general market conditions,
volatility in the capital and debt markets and the other risks described herein. If we have not consummated an initial business combination
within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of
the then-outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including
the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses
(ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation
of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as
promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such
case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their
shares, our detachable redeemable warrants will expire worthless and no distributable redeemable warrants will have been distributed.

 If
we have not consummated an initial business combination by the Termination Date, our public shareholders may be forced to wait beyond
such 42 months before redemption from our trust account.

 If
we have not consummated an initial business combination by the Termination Date, extended from 24 months due to the Extension Periods,
the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the
redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected
automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we
are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part
of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies
Law. In that case, investors may be forced to wait beyond 42 months from the closing of our IPO before the redemption proceeds of our
trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account.
We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate
our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and
only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will
public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions
of our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide
that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing
procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days
thereafter, subject to applicable Cayman Islands law.

 If
we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates
may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public
"float" of our Class A ordinary shares or public warrants.

 If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase
public shares or detachable redeemable warrants or a combination thereof in privately negotiated transactions or in the open market either
prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, they
have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any
such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions.

 In
the event that our sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions
from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to
revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) vote in favor of the business
combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number
of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with
our initial business combination or (3) satisfy a closing condition in an agreement with a target, if the initial business combination
with Stardust Power is unsuccessful, that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial
business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result
in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made,
the public "float " of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders
of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the
extent such purchasers are subject to such reporting requirements.

 If
a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or
fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

 We
will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business
combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials,
as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or
tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that
a shareholder fails to comply with these procedures, its shares may not be redeemed.

 You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

 Our
public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of
an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected
to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of
our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination by the Termination
Date or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption
of our public shares if we have not consummated an initial business by the Termination Date from the closing of our IPO, subject to applicable
law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote
described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion
of an initial business combination or liquidation if we have not consummated an initial business combination by the Termination Date
from the closing of our IPO, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder
have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the
trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or
warrants, potentially at a loss.

 The
provisions of our amended and restated memorandum and articles of association that relate to the rights of holders of our Class A ordinary
shares (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the
approval of a special resolution which requires the approval of the holders of at least two-thirds of our ordinary shares who attend
and vote at a general meeting of the Company, which is a lower amendment threshold than that of some other blank check companies. It
may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion
of an initial business combination that some of our shareholders may not support.

 Some
other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those
which relate to the rights of a company's shareholders, without approval by a certain percentage of the company's shareholders.
In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company's shareholders.
Our amended and restated memorandum and articles of association provide that any of its provisions related to the rights of holders of
our Class A ordinary shares (including the requirement to deposit proceeds of our IPO and the private placement of warrants into the
trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders
as described herein) may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares
who attend and vote at a general meeting of the Company, and corresponding provisions of the trust agreement governing the release of
funds from our trust account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions
of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial
business combination may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend
and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. Our sponsor
and its permitted transferees, if any, who will collectively beneficially own, on an as-converted basis, 80.69% of our Class A ordinary
shares as of March 19, 2024, will participate in any vote to amend our amended and restated memorandum and articles of association
and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions
of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than
some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our
shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

 Our
sponsor, executive officers and directors have agreed, pursuant to agreements with us, that they will not propose any amendment to our
amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide
holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or
to redeem 100% of our public shares if we do not complete our initial business combination by the Termination Date or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with
the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not
previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders
are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies
against our sponsor, executive officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders
would need to pursue a shareholder derivative action, subject to applicable law.

 We
may amend the terms of the contingent rights in a way that may be adverse to holders with the consent or vote of the holders of not less
than two-thirds of the then outstanding contingent rights, as evidenced by their ownership of the ordinary shares.

 Our
contingent rights have been issued under a contingent rights agreement between Continental Stock Transfer & Trust Company, as rights
agent, and us. The contingent rights agreement provides that the terms of the contingent rights may be amended without the consent of
any holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained therein
or adding or changing any other provision with respect to matters or questions arising under the contingent rights agreement as the parties
may deem necessary or desirable. The contingent rights agreement requires the consent or vote of the holders of not less than two-thirds
of the then outstanding contingent rights, as evidenced by their ownership of the ordinary shares, in order to make any change that will
adversely affect the interests of the holders of the contingent rights. As a result, a change that is approved by two-third of the holders
of the contingent rights, as evidenced by their ownership of the ordinary shares, could adversely affect your contingent rights, without
your approval.

 We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular business combination. If we have not consummated our initial business
combination within the required time period, our public shareholders may receive only $10.00 per public share, or less in certain circumstances,
on the liquidation of our trust account and our detachable redeemable warrants will expire worthless and no distributable redeemable
warrants will have been issued.

 If
the net proceeds of our IPO and the sale of the private placement warrants prove to be insufficient for the capital requirements of the
initial business combination, either because of the size of our initial business combination, the depletion of the available net proceeds
in search of a target business if the initial business combination with Stardust Power is unsuccessful, the obligation to redeem for
cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the
terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional
financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms,
if at all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional
financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure
the transaction or abandon that particular business combination and seek an alternative target business candidate. If we have not consummated
our initial business combination by the Termination Date, our public shareholders may receive only $10.00 per public share, or less in
certain circumstances, on the liquidation of our trust account and our detachable redeemable warrants will expire worthless and no distributable
redeemable warrants will have been issued. In addition, even if we do not need additional financing to complete our initial business
combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional
financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors
or shareholders is required to provide any financing to us in connection with or after our initial business combination.

 You
will not be entitled to protections normally afforded to investors of many other blank check companies.

 Since
the net proceeds of our IPO and the sale of the private placement warrants are intended to be used to complete an initial business combination
with Stardust Power, or another target business if the initial business combination with Stardust Power is unsuccessful, we may be deemed
to be a "blank check" company under the United States securities laws. However, we are exempt from rules promulgated by the
SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections
of those rules. Among other things, this means that since our securities were immediately tradable and, we have a longer period of time
to complete our initial business combination than do companies subject to Rule 419. Moreover, if our IPO had been subject to Rule 419,
that rule would have prohibited the release of any interest earned on funds held in the trust account to us unless and until the funds
in the trust account were released to us in connection with our completion of an initial business combination.

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete
our initial business combination. If we have not consummated our initial business combination within the required time period, our public
shareholders may receive only $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, our
detachable redeemable warrants will expire worthless and no distributable redeemable warrants will have been issued.

 We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing
for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience
in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial
resources will be relatively limited when contrasted with those of many of these competitors. If the initial business combination with
Stardust Power is unsuccessful, while we believe there are numerous target businesses we could potentially acquire with the net proceeds
of our IPO and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses
that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage
in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right
to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender
offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of
these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated
our initial business combination within the required time period, our public shareholders may receive only $10.00 per public share, or
less in certain circumstances, on the liquidation of our trust account, our detachable redeemable warrants will expire worthless and
no distributable redeemable warrants will have been issued.

 If
the net proceeds of our IPO and the sale of the private placement warrants not being held in the trust account are insufficient to allow
us to operate by the Termination Date, following the closing of our IPO, it could limit the amount available to fund our search for a
target business or businesses, if the initial business combination with Stardust Power is unsuccessful, and our ability to complete our
initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund
our search and to complete our initial business combination.

 Of
the net proceeds of our IPO and the sale of the private placement warrants, over $1,350,000 was available to us initially outside the
trust account to fund our working capital requirements. We believe that, upon the closing of our IPO, the funds available to us outside
of the trust account, together with funds available from loans from our sponsor, its affiliates or members of our management team will
be sufficient to allow us to operate for at least until the Termination Date; however, we cannot assure you that our estimate is accurate,
and our sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances.
Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search
for a target business if the initial business combination with Stardust Power is unsuccessful. We could also use a portion of the funds
as a down payment or to fund a "no-shop " provision (a provision in letters of intent designed to keep target businesses
from "shopping " around for transactions with other companies or investors on terms more favorable to such target businesses)
with respect to a particular proposed business combination, although we do not have any current intention to do so and have not done
so with our current initial business combination with Stardust Power. If we entered into a letter of intent where we paid for the right
to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach
or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

 If
we are required to seek additional capital, we would need to borrow funds from our sponsor, its affiliates, members of our management
team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor their affiliates
is under any obligation to us in such circumstances. Any such advances may be repaid only from funds held outside the trust account or
from funds released to us upon completion of our initial business combination. Up to $2,000,000 of such loans may be convertible into
warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Additionally, of the $5,250,000
that the Sponsor agreed to loan the Company via issuing a number of promissory notes, the Company has drawn down approximately $3,481,355,
including approximately $49,000 of costs paid directly by the Sponsor, for costs related to costs of the public offering. The warrants
would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to
seek loans from parties other than our sponsor, its affiliates or members of our management team as we do not believe third parties will
be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we have
not consummated our initial business combination within the required time period because we do not have sufficient funds available to
us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive $10.00
per public share, or possibly less, on our redemption of our public shares, our detachable redeemable warrants will expire worthless
and no distributable redeemable warrants will have been issued.

 We may have a limited ability to assess the management of Stardust
Power and another prospective target business and, as a result, may affect our initial business combination with a target business whose
management may not have the skills, qualifications or abilities to manage a public company.

 When
evaluating the desirability of effecting our initial business combination with Stardust Power, and if the initial business combination
is not successful, with another prospective target business, our ability to assess the target business's management is limited
due to a lack of time, resources and information. Our assessment of the capabilities of the target business's management, therefore,
may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business's
management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability
of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following
the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such
reduction in value.

 The
officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of Stardust
Power's or another business combination target's key personnel could negatively impact the operations and profitability of
our post-combination business.

 The
role of an acquisition candidate's key personnel upon the completion of our initial business combination cannot be ascertained
at this time. Although we contemplate that certain members of Stardust Power, or another acquisition candidate's management team
will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the
management of will not wish to remain in place.

 A
provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

 Unlike
most blank check companies, if (i) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of our initial business combination at a newly issued price of less than $9.20 per ordinary share (the
"Newly Issued Price"), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our
initial business combination (net of redemptions), and (iii) the market value is below $9.20 per share, then the exercise price of the
warrants will be adjusted to be equal to 115% of the higher of the market value and the Newly Issued Price, and the $18.00 per share
redemption trigger prices described in the prospectus for our IPO under "Description of Securities-Warrants-Public Shareholders'
Warrants-Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00" and "Redemption of warrants
when the price per Class A ordinary share equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to 180%
of the higher of the market value and the Newly Issued Price, and the $10.00 per share redemption trigger price described in the prospectus
for our IPO under "Description of Securities-Warrants-Public Shareholders' Warrants-Redemption of warrants when the price
per Class A ordinary share equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to the higher of the market
value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with Stardust
Power or another target business.

 Subsequent
to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our
securities, which could cause you to lose some or all of your investment.

 Even
if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material
issues with a particular target business, that it would be possible to uncover all material issues through a customary amount of due
diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors,
we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could
result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously
known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash
items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative
market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants
to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination
debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction
in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

 We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our shareholders' investment in us.

 Although
we have no commitments as of the date of this report to issue any notes or other debt securities, or to otherwise incur outstanding debt
following our IPO, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed
that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any
kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption
from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

 default
 and foreclosure on our assets if our operating revenues after an initial business combination
 are insufficient to repay our debt obligations;

 acceleration
 of our obligations to repay the indebtedness even if we make all principal and interest payments
 when due if we breach certain covenants that require the maintenance of certain financial
 ratios or reserves without a waiver or renegotiation of that covenant;

 our
 immediate payment of all principal and accrued interest, if any, if the debt is payable on
 demand;

 our
 inability to obtain necessary additional financing if the debt contains covenants restricting
 our ability to obtain such financing while the debt is outstanding;

 our
 inability to pay dividends on our Class A ordinary shares;

 using
 a substantial portion of our cash flow to pay principal and interest on our debt, which will
 reduce the funds available for dividends on our Class A ordinary shares if declared, expenses,
 capital expenditures, acquisitions and other general corporate purposes;

 limitations
 on our flexibility in planning for and reacting to changes in our business and in the industry
 in which we operate;

 increased
 vulnerability to adverse changes in general economic, industry and competitive conditions
 and adverse changes in government regulation; and

 limitations
 on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
 debt service requirements, execution of our strategy and other purposes and other disadvantages
 compared to our competitors who have less debt.

 We
may only be able to complete one business combination with the proceeds of our IPO and the sale of the private placement warrants, which
will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification
may negatively impact our operations and profitability.

 The
proceeds from our IPO and the sale of the private placement warrants in January 2021, after deducting underwriting commissions and estimated
offering expenses, provided us with up to $290,850,000 that we could use to complete our initial business combination (after taking into
account the $10,500,000 of deferred underwriting commissions being held in the trust account and the estimated expenses of our IPO).
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.

 We
are currently planning to effectuate an initial business combination with Stardust Power. However, we may effectuate our initial business
combination with a single-target business or multiple-target businesses simultaneously or within a short period of time. However, we
may not be able to effectuate our initial business combination with more than one target business because of various factors, including
the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that
present operating results and the financial condition of several target businesses as if they had been operated on a combined basis.
By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic,
competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading
of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different
industries or different areas of a single industry.

 Accordingly,
the prospects for our success may be:

 solely
 dependent upon the performance of a single business, property or asset; or

 dependent
 upon the development or market acceptance of a single or limited number of products, processes
 or services.

 This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial
adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

 We
may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete
our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

 If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make
it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we
could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
(if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or
products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively
impact our profitability and results of operations.

 We
may attempt to complete our initial business combination with a private company about which little information is available, which may
result in a business combination with a company that is not as profitable as we suspected, if at all.

 In
pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little
public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential
initial business combination on the basis of limited information, which may result in a business combination with a company that is not
as profitable as we suspected, if at all.

we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.

 The
federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance
tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement
disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial
statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United
States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board,
or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the
standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit
the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to
disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time
frame.

 Our
management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control
of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.

 We
may structure our initial business combination so that the post-business combination company in which our public shareholders own shares
will own less than 100% of the equity interests or assets of a target business, including in our current plan to consummate an initial
business combination with Stardust Power, 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
business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider
any transaction that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities
of the target, our shareholders prior to our initial 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 Class A ordinary 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% interest in the target. However, as a result of the
issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less
than a majority of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may
subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company's shares than
we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target
business.

 We
may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which
could delay or prevent us from achieving our desired results.

 We
may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements.
While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements,
the business combination may not be as successful as we anticipate.

 To
the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we
may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent
us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent with Stardust Power and/or
in another particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk
factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements
take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities
may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely
impact Stardust Power and/or another prospective target business. Such combination may not be as successful as a combination with a smaller,
less complex organization.

 In
order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their
charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our
amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete
our initial business combination that our shareholders may not support.

 In
order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters
and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business
combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to their
warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended
and restated memorandum and articles of association requires at least a special resolution of our shareholders as a matter of Cayman
Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of
the Company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants. In addition solely
with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to
the private placement warrants, a vote of holders of 50% of the number of the then outstanding private placement warrants is required.
In addition, our amended and restated memorandum and articles of association require us to provide our public shareholders with the opportunity
to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our
initial business combination by the Termination Date or (B) with respect to any other provision relating to the rights of holders of
our Class A ordinary shares. To the extent any of such amendments would be deemed to fundamentally change the nature of any of our outstanding
public securities, we would register, or seek an exemption from registration for, the affected securities.

 If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.00 per public share.

 Our
placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all
vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders,
such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims
against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims
to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter
into an agreement with a third-party that has not executed a waiver if management believes that such third-party's engagement would
be significantly more beneficial to us than any alternative.

 Examples
of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
of our public shares, if we have not consummated an initial business combination by the Termination Date, or upon the exercise of a redemption
right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were
not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received
by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors.
Pursuant to the Letter Agreement the form of which is filed as an exhibit to this report, our sponsor has agreed that it will be liable
to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the
amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the
trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value
of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability
will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access
to the trust account nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities,
including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against
a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

 However,
we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor
has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor's only assets are securities of our Company.
Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully
made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than
$10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser
amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims
by third parties including, without limitation, claims by vendors, Stardust Power and other prospective target businesses.

 Our
directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in
the trust account available for distribution to our public shareholders.

 In
the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount
per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share
due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations,
and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular
claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.
While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary
duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations,
the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public
share.

 We
may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

 We
have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have
agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against
the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership
of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds
outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors
may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an
action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder's investment may be adversely
affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification
provisions.

 If,
after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary
bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such
proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby
exposing the members of our board of directors and us to claims of punitive damages.

 If,
after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary
bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed
under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer" or a "fraudulent
conveyance." As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.
In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith,
thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing
the claims of creditors.

 If,
before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary
bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority
over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with
our liquidation may be reduced.

 If,
before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary
bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject
to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third
parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account,
the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

 Our
shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.

 If
we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment
if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall
due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders.
Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad
faith, thereby exposing themselves and our Company to claims, by paying public shareholders from the trust account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and
officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were
unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine
of $18,292.68 and imprisonment for five years in the Cayman Islands.

 We
may not hold an annual general meeting until after the consummation of our initial business combination.

 In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after
our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Law for us to hold annual or extraordinary
general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity
to appoint directors and to discuss Company affairs with management. Our board of directors is divided into three classes with only one
class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general
meeting) serving a three-year term.

 Holders
of Class A ordinary shares will not be entitled to vote on any appointment of directors prior to our initial business combination.

 Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors.
Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to our
initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.
Accordingly, you may not have any say in the management of our Company prior to the consummation of an initial business combination.

 Resources
could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business. If we have not consummated our initial business combination within the required time period,
our public shareholders may receive only $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account
and our detachable redeemable warrants will expire worthless and no distributable redeemable warrants will have been issued.

 We
anticipate that the investigation of each specific target business – including Stardust Power – and the negotiation, drafting
and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention
and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the
costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating
to a specific target business, like the Business Combination Agreement we reached with Stardust Power, we may fail to complete our initial
business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the
related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
If we have not consummated our initial business combination within the required time period, our public shareholders may receive only
$10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our detachable redeemable warrants
will expire worthless and no distributable redeemable warrants will have been issued.

we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses
with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business's
operations.

 We
may pursue business combination opportunities in any sector, except that we will not, under our amended and restated memorandum and articles
of association, be permitted to effectuate our initial business combination solely with another blank check company or similar company
with nominal operations. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in
the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an
established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable
or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target
business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate
time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control
or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units
will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination
target. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in
the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

 We
may seek acquisition opportunities in industries or sectors which may or may not be outside of our management's area of expertise.

 We
will consider a business combination outside of our management's area of expertise if a business combination target is presented
to us and we determine that such candidate offers an attractive acquisition opportunity for our Company. Although our management will
endeavor to evaluate the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain
or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to
be less favorable to investors in us than a direct investment, if an opportunity were available, in a business combination target. In
the event we elect to pursue an acquisition outside of the areas of our management's expertise, our management's expertise
may not be directly applicable to its evaluation or operation, and the information contained in this report regarding the areas of our
management's expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management
may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain
their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely
to have a remedy for such reduction in value.

 We
are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance
from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

 Unless
we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to
our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board
of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used
will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.

 We
may reincorporate in another jurisdiction in connection with our initial business combination, and such reincorporation may result in
taxes imposed on shareholders.

 We
may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Law, reincorporate
in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder
or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in
which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or
warrant holders to pay such taxes.

 Shareholders
or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

 Risks
Relating to our Sponsor and Management Team

 Our
ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts
of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively
impact the operations and profitability of our post-combination business.

 Our
ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. We believe that our
success depends on the continued service of our key personnel, at least until we have consummated our initial business combination. None
of our officers are required to commit any specified amount of time to our affairs and, accordingly, they will have conflicts of interest
in allocating management time among various business activities, including identifying potential business combinations and monitoring
the related due diligence. If our officers' and directors' other business affairs require them to devote more substantial
amounts of time to their other business activities, it could limit their ability to devote time to our affairs and could have a negative
impact on our ability to consummate our initial business combination. In addition, we do not have employment agreements with, or key-man
insurance on the life of, any of our officers. The unexpected loss of the services of our key personnel could have a detrimental effect
on us.

 The
role of our key personnel after our initial business combination, however, remains to be determined. Although some of our key personnel
serve in senior management or advisory positions following our initial business combination, it is likely that most, if not all, of the
management of the target business will remain in place. These individuals may be unfamiliar with the requirements of operating a public
company which could cause us to have to expend time and resources helping them become familiar with such requirements. This could be
expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

 We
are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

 Our
operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe
that our success depends on the continued service of our officers and directors, at least until we have completed our initial business
combination. In addition, our executive 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 their time among various business activities, including identifying potential
business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on
the life of, any of our directors or executive officers.

 The
unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

 Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination,
and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may
provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts
of interest in determining whether a particular business combination is the most advantageous.

 Our
key personnel may be able to remain with our Company after the completion of our initial business combination only if they are able to
negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously
with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could
make such key personnel's retention or resignation a condition to any such agreement. The personal and financial interests of such
individuals may influence their motivation in identifying and selecting a target business. In addition, pursuant to an agreement to be
entered into on or prior to the closing of our IPO, our sponsor, upon and following consummation of an initial business combination,
will be entitled to nominate three individuals for appointment to our board of directors, as long as our sponsor holds any securities
covered by the registration and shareholder rights agreement filed as an exhibit to this report.

 Since
our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed
(other than with respect to public shares they may acquire), a conflict of interest may arise in determining whether a particular business
combination target is appropriate for our initial business combination.

 On
November 11, 2020, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our IPO and formation costs in consideration
of 7,187,500 Class B ordinary shares, par value $0.0001. On January 11, 2021, we effected a share capitalization resulting in our sponsor
holding 7,500,000 Class B ordinary shares. Prior to the initial investment in the Company of $25,000 by our sponsor, the Company had
no assets, tangible or intangible. The per-share price of the founder shares was determined by dividing the amount contributed to the
Company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination.
In addition, our sponsor has purchased 5,566,667 private placement warrants, each exercisable to purchase one Class A ordinary share
at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($8,350,000 in the aggregate). If we do not consummate an
initial business by the Termination Date, the private placement warrants will expire worthless. The personal and financial interests
of our executive officers and directors may influence their motivation in consummating the initial business combination with Stardust
Power, and identifying and selecting another prospective target business combination, completing its initial business combination and
influencing the operation of the business following our initial business combination. This risk may become more acute as the Termination
Date nears, which is generally the deadline for our consummation of an initial business combination.

 Our
executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination
as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial

 Our
executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict
of interest in allocating their time between our operations and our search for a business combination and their other businesses. We
do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers
is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are
not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and
board members for other entities. If our executive officers' and directors' other business affairs require them to devote
substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time
to our affairs which may have a negative impact on our ability to complete our initial business combination.

 Our
officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other
entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular
business opportunity should be presented.

 Following
the completion of our IPO and until we consummate our initial business combination, we intend to engage in the business of identifying
and combining with one or more businesses or entities. Each of our officers and directors 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 to such entity, subject to his or her fiduciary duties under Cayman Islands law.
Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation
to us, subject to their fiduciary duties under Cayman Islands law.

 In
addition, our sponsor, officers and directors may in the future become affiliated with other blank check companies that may have acquisition
objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular business
opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to
such other blank check companies prior to its presentation to us, subject to our officers' and directors' fiduciary duties
under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted
by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed
by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and
(ii) we renounce any interest or expectancy in, or being offering an opportunity to participate in, any potential transaction or matter
which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

 Our
executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict
with our interests.

 We
have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct
or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are
a party or have an interest. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in
business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and
ours.

 The
personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting another
target business aside from Stardust Power and completing a business combination. Consequently, our directors' and officers'
discretion in identifying and selecting another suitable target business aside from Stardust Power may result in a conflict of interest
when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders'
best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or
our shareholders might have a claim against such individuals for infringing on our shareholders' rights. However, we might not
ultimately be successful in any claim we may make against them for such reason.

 We
may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
with our sponsor, executive officers or directors which may raise potential conflicts of interest.

 In
light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with our sponsor, executive officers or directors. Our directors also serve as officers and board members for other entities,
including, without limitation, those described under "Management-Conflicts of Interest." 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 seeking an initial
business combination. Such entities may compete with us for business combination opportunities. Although we will not be specifically
focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such
affiliated entity met our criteria and guidelines for a business combination as set forth in "Proposed Business-Effecting Our Initial
Business Combination-Evaluation of a Target Business and Structuring of Our Initial Business Combination" and such transaction
was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our Company
from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor,
executive officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination
may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

 Our
sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially
in a manner that you do not support.

 Upon
the closing of our initial public offering, our initial shareholders owned, on an as-converted basis, approximately 20% of our issued
and outstanding ordinary shares. 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. On
January 9, 2024, The Company held the 2024 Extension Meeting in which the shareholders approved the proposal to amend GPAC's
amended and restated memorandum and articles of association to extend the date required to complete an initial business combination.
In connection with the vote to approve the 2024 Extension Amendment Proposal, the holders of 2,137,134 Class A ordinary shares of
GPAC exercised their right to redeem their shares. Accordingly, our sponsor currently owns, on an as-converted basis, 80.69% of
our issued and outstanding ordinary shares. As a result, it may exert a substantial influence on actions requiring a shareholder vote,
potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association.
If our sponsor purchases any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would
increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase
additional securities, other than as disclosed in this report. Factors that would be considered in making such additional purchases would
include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members
were appointed by our sponsor, is and will be divided into three classes, each of which will generally serve for a term of three years
with only one class of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors prior
to the completion of our initial business combination, in which case all of the current directors will continue in office until at least
the completion of the business combination. If there is an annual general meeting, as a consequence of our "staggered" board
of directors, only a minority of the board of directors will be considered for appointment and our sponsor, because of its ownership
position, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the appointment of
directors and to remove directors prior to our initial business combination. In addition, the founder shares, all of which are held by
our sponsor, will, in a vote to transfer the Company by way of continuation out of the Cayman Islands to another jurisdiction (which
requires the approval of at least two thirds of the votes of all ordinary shares), entitle the holders to ten votes for every founder
share. This provision of our amended and restated memorandum and articles of association may only be amended by a special resolution
passed by a majority of at least two-thirds of our ordinary shares voting in a general meeting. As a result, you will not have any influence
over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination. Accordingly, our sponsor
will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to
enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

 Risks
Relating to Our Securities

 If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

 If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

 restrictions
 on the nature of our investments; and

 restrictions
 on the issuance of securities,

 each
 of which may make it difficult for us to complete our initial business combination.

 In
addition, we may have imposed upon us burdensome requirements, including:

 registration
 as an investment company with the SEC;

 adoption
 of a specific form of corporate structure; and

 reporting,
 record keeping, voting, proxy and disclosure requirements and other rules and regulations
 that we are currently not subject to.

 In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities
do not include investing, reinvesting, owning, holding or trading "investment securities" constituting more than 40% of our
assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete
a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses
or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive
investor.

 We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, prior to the 24-month
anniversary of the closing of our IPO, the proceeds held in the trust account may only be invested in United States "government
securities" within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Pursuant to the trust agreement,
the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments,
and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses
in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an "investment company" within
the meaning of the Investment Company Act. Our securities are not intended for persons who are seeking a return on investments in government
securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either:
(i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of
our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination by the Termination
Date or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent our
completing an initial business combination by the Termination Date, our return of the funds held in the trust account to our public shareholders
as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to
the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory
burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination.
If we have not consummated our initial business combination within the required time period, our public shareholders may receive only
$10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, our detachable redeemable warrants
will expire worthless and no distributable redeemable warrants will have been issued.

 If
we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,
and if you or a "group" of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose
the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

 If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to
more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the "Excess Shares," without our prior
consent. However, we would not be restricting our shareholders' ability to vote all of their shares (including Excess Shares) for
or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to
complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in
open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete
our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose
of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

 Nasdaq
may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities
and subject us to additional trading restrictions.

 We
have been approved to have our units listed on Nasdaq and to have our Class A ordinary shares and detachable redeemable warrants listed
on or promptly after their date of separation. Although after giving effect to our IPO we expect to meet, on a pro forma basis, the minimum
initial listing standards set forth in Nasdaq listing standards, we cannot assure you that our securities will continue to be listed
on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to
our initial business combination, we must maintain certain financial, distribution and share price levels, such as a minimum market capitalization
(generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders).

 Additionally,
our units will not be traded after completion of our initial business combination and, in connection with our initial business combination,
we will be required to demonstrate compliance with Nasdaq's initial listing requirements, which are more rigorous than Nasdaq's
continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price
would generally be required to be at least $4.00 per share and our shareholder's equity would generally be required to be at least
$4.0 million. We may not be able to meet those listing requirements at that time, especially if there are a significant number of redemptions
in connection with our initial business combination.

 On
January 16, 2024, GPAC received a notice from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless GPAC
timely requests a hearing before the Panel, GPAC'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 GPAC's non-compliance with Nasdaq
IM-5101-2. On January 23, 2024, GPAC timely submitted a hearing request to appeal Nasdaq's determination to the Panel to request
sufficient time to complete a business combination. On January 29, 2024, GPAC received a notice from the Nasdaq stating that GPAC failed
to hold an annual meeting of shareholders within 12 months after its fiscal year ended December 31, 2022, as required by Nasdaq Listing
Rule 5620(a). This matter serves as an additional basis for delisting GPAC's securities from Nasdaq and the Panel will consider
this additional matter in its decision regarding GPAC's continued listing on the Nasdaq Capital Market. GPAC presented its views
with respect to this additional deficiency to the Panel in writing on February 5, 2024. There can be no assurance that the Panel will
grant GPAC's request for continued listing or that GPAC will evidence compliance within any extension period that may be granted
by the Panel.

 If
Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material
adverse consequences, including:

 a
 limited availability of market quotations for our securities;

 reduced
 liquidity for our securities;

 a
 determination that our Class A ordinary shares are a "penny stock" which will
 require brokers trading in our Class A ordinary shares to adhere to more stringent rules
 and possibly result in a reduced level of trading activity in the secondary trading market
 for our securities;

 a
 limited amount of news and analyst coverage; and

 a
 decreased ability to issue additional securities or obtain additional financing in the future.

 The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as "covered securities." Because our units are and eventually our Class
A ordinary shares and redeemable warrants will be listed on Nasdaq, our units, Class A ordinary shares and redeemable warrants will qualify
as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal
statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity,
then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used
these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state
securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the
sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not
qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

 We
may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive
plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder
shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions
contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders
and likely present other risks.

 Our
amended and restated memorandum and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares, par
value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value
$0.0001 per share. As of December 31, 2023, there are 496,068,281 and 42,500,000 authorized but unissued Class A ordinary shares and
Class B ordinary shares, respectively, available for issuance which amount does not take into account shares redeemed following the 2024
Extension Meeting, shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class
B ordinary shares, if any. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary
shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account
if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of
the holders thereof as described herein and in our amended and restated memorandum and articles of association. There are no preference
shares issued and outstanding.

 We
may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination
or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares in
connection with our redeeming the warrants as described in "Description of Securities-Warrants-Public Shareholders' Warrants"
or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination
as a result of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and articles of association
provide, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares
that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination or
on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These
provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum
and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

 may
 significantly dilute the equity interest of existing investors, which dilution would increase
 if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of
 Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B
 ordinary shares;

 may
 subordinate the rights of holders of Class A ordinary shares if preference shares are issued
 with rights senior to those afforded our Class A ordinary shares;

 could
 cause a change in control if a substantial number of Class A ordinary shares are issued,
 which may affect, among other things, our ability to use our net operating loss carry forwards,
 if any, and could result in the resignation or removal of our present officers and directors;

 may
 have the effect of delaying or preventing a change of control of us by diluting the share
 ownership or voting rights of a person seeking to obtain control of us;

 may
 adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants;
 and

 may
 not result in adjustment to the exercise price of our warrants.

 We
are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities
laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor
from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

 We
are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities
laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later
than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file
with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause
the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness
of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed.
We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in
the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference
therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are
not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise
their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise
will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).
However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders
seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities
laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A
ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the
definition of a "covered security " under Section 18(b)(1) of the Securities Act, we may, at our option, require holders
of public warrants who exercise their warrants to do so on a "cashless basis " in accordance with Section 3(a)(9) of
the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but
we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential "upside "
 of the holder's investment in our Company because the warrant holder will hold a smaller number of Class A ordinary shares
upon a cashless exercise of the warrants they hold. In no event will we be required to net cash settle any warrant, or issue securities
or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants
under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is
not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise
such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a
purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may
be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants
while a corresponding exemption does not exist for holders of our public warrants. In such an instance, our sponsor and its permitted
transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares
underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary
shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as
set forth above even if the holders are otherwise unable to exercise their warrants.

 The
warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information
regarding such other security at this time.

 In
certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable
for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant
to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the
warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security
underlying the warrants within twenty business days of the closing of an initial business combination.

 If
you elect to exercise your redemption rights with respect to your Class A ordinary shares, you will not receive any distributable redeemable
warrants.

 In
connection with our initial business combination, public shareholders will have the opportunity to exercise their right to redeem their
Class A ordinary shares. However, our distributable redeemable warrants will be distributed only to the holders of record of those Class
A ordinary shares that remain outstanding after such redemptions. Accordingly, to the extent that you elect to redeem your Class A ordinary
shares, you will receive no distributable redeemable warrants in respect of such shares. The contingent right to receive distributable
redeemable warrants will remain attached to our Class A ordinary shares, will not be separately transferable, assignable or salable and
will not be evidenced by any certificate or instrument.

 The
grant of registration rights to our sponsor may make it more difficult to complete our initial business combination, and the future exercise
of such rights may adversely affect the market price of our Class A ordinary shares.

 Pursuant
to an agreement to be entered into on or prior to the closing of our IPO, our sponsor and its permitted transferees can demand that we
register the resale of the Class A ordinary shares into which founder shares are convertible, the private placement warrants and the
Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of
working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. The registration and availability of
such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class
A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult
to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or
ask for more cash consideration to offset the negative impact on the market price of our securities that is expected when the securities
owned by our sponsor or its permitted transferees are registered for resale.

 Our
warrants are expected to be accounted for as derivative liabilities and will be recorded at fair value upon issuance with changes in
fair value each period reported in earnings, which may have an adverse effect on the market price of our ordinary shares or may make
it more difficult for us to consummate an initial business combination.

 We
account for both the warrants underlying the units sold in our IPO, and the private placement warrants, as a warrant liability in accordance
with the guidance contained in Derivatives and Hedging - Contracts in Entity's Own Equity (ASC 815- 40). Such guidance provides
that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. At
each reporting period (1) the accounting treatment of the warrants will be re-evaluated for proper accounting treatment as a liability
or equity and (2) the fair value of the liability of the public and private warrants will be remeasured and the change in the fair value
of the liability will be recorded as other income (expense) in our income statement. Changes in the inputs and assumptions for the valuation
model we use to determine the fair value of such liability may have a material impact on the estimated fair value of the embedded derivative
liability. The price of our ordinary shares represents the primary underlying variable that impacts the value of the derivative instruments.
Additional factors that impact the value of the derivative instruments include the volatility of our ordinary share price, discount rates
and stated interest rates. As a result, our financial statements and results of operations will fluctuate quarterly, based on various
factors, such as the price of our ordinary shares, many of which factors are outside our control. In addition, we may change the underlying
assumptions used in our valuation model, which could in result in significant fluctuations in our results of operations. If our ordinary
share price is volatile, we expect that we may recognize non-cash gains or losses on our warrants or any other similar derivative instruments
each reporting period, and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings
may have an adverse effect on the market price of our ordinary shares. In addition, potential targets may seek a special purpose acquisition
company that does not have warrants that are accounted for as a liability, which may make it more difficult for us to consummate an initial
business combination with a target business.

 Unlike
some other similarly structured blank check companies, our sponsor will receive additional Class A ordinary shares if we issue shares
to consummate an initial business combination.

 The
founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion
will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial
business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such
that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted
basis, 20% of the sum of (i) the total number of our ordinary shares issued and outstanding, plus (ii) the total number of Class A ordinary
shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,
by the Company in connection with or in relation to the consummation of our initial business combination, excluding any Class A ordinary
shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued,
to any seller in our initial business combination and any private placement warrants issued to our sponsor, any of its affiliates or
any members of our management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into
Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly structured blank check companies
in which our sponsor will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to our initial business
combination.

 We
may amend the terms of the redeemable warrants in a manner that may be adverse to holders of public warrants with the approval by the
holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased,
the redeemable warrants could be converted into cash or Class A ordinary shares (at a ratio different than initially provided), the exercise
period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all
without your approval.

 Our
redeemable warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company,
as warrant agent, and us. The warrant agreement provides that the terms of the redeemable warrants may be amended without the consent
of any holder for the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the warrant
agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus for our IPO, or defective
provision (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant
agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the
parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the
registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding redeemable warrants
is required to make any change that adversely affects the interests of the registered holders of redeemable warrants. Accordingly, we
may amend the terms of the redeemable warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding redeemable
warrants approve of such amendment, and, solely with respect to any amendment to the terms of the private placement warrants or any provision
of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement
warrants. Although our ability to amend the terms of the redeemable warrants with the consent of at least 50% of the then-outstanding
redeemable warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price
of the warrants, convert the warrants into cash or Class A ordinary shares (at a ratio different than initially provided), shorten the
exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

 Our
warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of
New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants,
which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company.

 Our
warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New
York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction,
which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.

 Notwithstanding
the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by
the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and
to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the
forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District
Court for the Southern District of New York (a "foreign action") in the name of any holder of our warrants, such holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection
with any action brought in any such court to enforce the forum provisions (an "enforcement action"), and (y) having service
of process made upon such warrant holder in any such enforcement action by service upon such warrant holder's counsel in the foreign
action as agent for such warrant holder.

 This
choice-of-forum provision may limit a warrant holder's ability to bring a claim in a judicial forum that it finds favorable for
disputes with our Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement
inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs
associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition
and results of operations and result in a diversion of the time and resources of our management and board of directors.

 We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

 We
have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at
a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share
(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the prospectus
for our IPO under the heading "Description of Securities-Warrants-Public Shareholders' Warrants-Anti-dilution Adjustments ")
for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and
 provided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption
right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As
a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption
of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be
disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your
warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect
would be substantially less than the market value of your warrants.

 In
addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their
expiration, at a price of $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided
that the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted
for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the prospectus for
our IPO under the heading "Description of Securities-Warrants-Public Shareholders' Warrants-Anti-dilution Adjustments")
for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and
provided that certain other conditions are met, including that holders will be able to
exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair
market value of our Class A ordinary shares. See the discussion in the prospectus for our IPO under the heading "Description of
Securities-Warrants-Public Shareholders' Warrants-Redemption of warrants when the price per Class A ordinary share equals or exceeds
$10.00." The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they
had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the
value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant
(subject to adjustment) irrespective of the remaining life of the warrants.

 Our
warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial

 We
have issued detachable redeemable warrants to purchase 5,000,000 Class A ordinary shares as part of the units offered in our IPO and
5,566,667 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment.
In addition, if our sponsor, its affiliates or a member of our management team makes any working capital loans, it may convert up to
$2,000,000 of such loans into up to an additional 1,333,333 private placement warrants, at the price of $1.50 per warrant. We may also
issue Class A ordinary shares in connection with our redemption of our warrants.

 To
the extent we issue ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of
a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition
vehicle to a prospective target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary
shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make
it more difficult to effectuate a business transaction or increase the cost of acquiring a prospective target business.

each unit contains one-sixth of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units
of other blank check companies.

 Each
unit contains one-sixth of one detachable redeemable warrant. Pursuant to the warrant agreement, no fractional redeemable warrants will
be issued upon separation of the units, and only whole warrants will trade. If, upon exercise of the warrants, a holder would be entitled
to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary
shares to be issued to the warrant holder. In addition, although holders of Class A ordinary shares who elect not to redeem such shares
in connection with our initial business combination will also receive a distribution of redeemable warrants in the form of distributable
redeemable warrants, it may be that the number of distributable redeemable warrants issuable to any such holder, with or without any
fractional detachable redeemable warrants they may hold, will not constitute a whole warrant. This is different from other offerings
similar to ours whose units include one ordinary share and one whole warrant to purchase one whole share. We have established the components
of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the detachable
redeemable warrants and the distributable redeemable warrants will be exercisable in the aggregate for one-third of the number of shares,
compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive merger
partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if a unit included a warrant
to purchase one whole share.

 The
market for our securities may not develop sufficiently and remain sufficiently active, which would adversely affect the liquidity and
price of our securities.

 The
price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions.
An active trading market for our securities may never develop sufficiently or, if developed, it may not be sustained. You may be unable
to sell your securities unless a sufficiently active trading market can be sustained.

 Provisions
in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors
might be willing to pay in the future for our Class A ordinary shares and could entrench management.

 Our
amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that
shareholders may consider to be in their best interests. These provisions will include a staggered board of directors, the ability of
the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion
of our initial business combination only holders of our Class B ordinary shares, which have been issued to our sponsor, are entitled
to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that
otherwise could involve payment of a premium over prevailing market prices for our securities.

 Our
sponsor paid an aggregate of $25,000, or approximately $0.003 per founder share, and, accordingly, holders of our Class A ordinary shares
have experienced immediate and substantial dilution upon their purchase of our Class A ordinary shares.

 The
difference between the market price per share of our Class A ordinary shares (allocating all of the unit purchase price to the Class
A ordinary shares and none to the warrants included in the unit) and the pro forma net tangible book value per share of our Class A ordinary
shares constitutes dilution to holders of our Class A ordinary shares. Our sponsor acquired the founder shares at a nominal price, contributing
significantly to this dilution. This dilution would increase to the extent that the anti-dilution provisions of the Class B ordinary
shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares
at the time of our initial business combination, and would further increase to the extent that public shareholders seek redemptions from
the trust. In addition, because of the anti-dilution protections provided in the founder shares to the holders of such shares, any equity
or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class
A ordinary shares.

 The
nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public
shares upon the consummation of our initial business combination.

 We
offered our units at an offering price of $10.00 per unit and the amount in our trust account is initially anticipated to be $10.00 per
public share, implying an initial value of $10.00 per public share. However, prior to the IPO, our sponsor paid a nominal aggregate purchase
price of $25,000 for the founder shares, or approximately $0.003 per share. As a result, the value of your public shares may be significantly
diluted upon the consummation of our initial business combination, when the founder shares are converted into public shares.

 The
value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal
price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.

 Upon
the closing of our IPO, our sponsor had invested in us an aggregate of $8,375,000, comprised of the $25,000 purchase price for the 7,500,000
founder shares and the $8,350,000 purchase price for the 5,566,667 private placement warrants. Assuming a trading price of $10.00 per
ordinary share upon consummation of our initial business combination, the 7,500,000 founder shares would have an aggregate implied value
of $75,000,000. As a result, our sponsor may be able to recoup its investment in us and make a substantial profit on that investment,
even if our public shares have lost significant value, even though, consistent with the vesting terms to which the founder shares are
subject, our sponsor will not be able to realize more than half the value of its investment unless the trading price of the ordinary
shares rises beyond $10.00 per share following the consummation of our initial business combination. Accordingly, our sponsor, and our
management team, which owns interests in our sponsor, may have an economic incentive that differs from that of the public shareholders
to pursue and consummate an initial business combination rather than to liquidate and return the cash in trust to our public shareholders,
even if that business combination were with a riskier or less-established target business. For the foregoing reasons, you should consider
our sponsor's and management team's financial incentive to complete an initial business combination when evaluating whether
to redeem your shares prior to or in connection with an initial business combination.

 Additional
Risk Factors

 We
were incorporated in November 2020 and we have no operating history and no revenues, and you have no basis on which to evaluate our ability
to achieve our business objective.

 We
were incorporated in November 2020 under the laws of the Cayman Islands and we have no operating history and no revenues. Because we
lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial
business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target
business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our
initial business combination, we will never generate any operating revenues.

 Past
performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us
or in the future performance of any business we may acquire.

 Information
regarding performance by, or businesses associated with, our management team and their respective affiliates is presented for informational
purposes only. Any past experience or performance of our management team and their respective affiliates is not a guarantee of either
(i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may
consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of the future
performance of an investment in us or the returns we will, or are likely to, generate going forward.

 Cyber
incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

 We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of
third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or
to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of
them, could have adverse consequences on our business and lead to financial loss.

 Since
only holders of our founder shares will have the right to vote on the appointment of directors, upon the listing of our shares on Nasdaq,
Nasdaq may consider us to be a "controlled company" within the meaning of Nasdaq rules and, as a result, we may qualify for
exemptions from certain corporate governance requirements.

 Only
holders of our founder shares will have the right to vote on the appointment of directors. As a result, Nasdaq may consider us to be
a "controlled company" within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards,
a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company"
and may elect not to comply with certain corporate governance requirements, including the requirements that:

 we
 have a board that includes a majority of "independent directors," as defined
 under the rules of Nasdaq;

 we
 have a compensation committee of our board that is comprised entirely of independent directors
 with a written charter addressing the committee's purpose and responsibilities; and

 we
 have a nominating and corporate governance committee of our board that is comprised entirely
 of independent directors with a written charter addressing the committee's purpose
 and responsibilities.

 We
do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable
phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections
afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements.

 We
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk of non-compliance. A failure to comply with any laws and regulations may adversely affect our business, including
our ability to negotiate and complete our initial business combination and results of operations.

 We
are subject to rules and regulations by various national, regional and local governments. In particular, we will be required to comply
with rules and regulations of SEC, which is charged with the protection of investors and the oversight of companies whose securities
are publicly traded, as well as to new and evolving regulatory measures under applicable law. Compliance with, and monitoring of, applicable
laws and regulations may be difficult, time consuming and costly. Our efforts to comply with new and changing laws and regulations could
also result in a diversion of management time and attention from seeking a business combination target.

 Moreover,
because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time
as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and governance practices. Those changes could also have a material adverse effect
on our business. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material
adverse effect on our business, including our ability to negotiate and complete our initial business combination and results of operations.
If we fail to address and comply with applicable law and regulations and any subsequent changes, we may be subject to penalty and our
business may be harmed.

 The
SEC has recently adopted new rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential
business combination target, or others may determine to undertake in connection with such rules may increase GPAC's costs and the
time needed to complete GPAC's initial business combination and may constrain the circumstances under which GPAC could complete
a business combination.

 On January
24, 2024, the SEC adopted new rules (the "SPAC Rules"), relating to disclosures in business combination transactions
between special purpose acquisition companies ("SPACs") such as GPAC and private operating companies; the condensed financial
statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection
with proposed business combination transactions; the potential liability of certain participants in proposed business combination
transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended.
Certain of the procedures that GPAC, a potential business combination target, or others may determine to undertake in connection with
the SPAC Rules, or pursuant to the SEC's views expressed in the SPAC Rules, may increase the costs and the time required
to consummate a business combination, and may constrain the circumstances under which GPAC could complete a business combination.

 Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial
financial and management resources, and increase the time and costs of completing an acquisition.

 Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report
on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated
filer and no longer qualify as an emerging growth company, will we not be required to comply with the independent registered public accounting
firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance
with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target
business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley
Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with
the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

 We
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of
certain exemptions from disclosure requirements available to "emerging growth companies" or "smaller reporting companies,"
this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public
companies.

 We
are an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we may 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 nonbinding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may
deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status
earlier, including if the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $700 million as of any
June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict
whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities
less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise
would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such
extended transition period which means that when a standard is issued or revised and it has different application dates for public or
private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
the potential differences in accounting standards used.

 Additionally,
we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market value of
our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded
$100 million during such completed fiscal year and the aggregate worldwide market value of our ordinary shares held by non-affiliates
equals or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may
also make comparison of our financial statements with other public companies difficult or impossible.

 Changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and
complete an initial business combination.

 In
recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer
insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally
increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.

 The
increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive
for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage
as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable
terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the
post-business combination company's ability to attract and retain qualified officers and directors.

 In
addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential
liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order
to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to
any such claims ("run-off insurance"). The need for run-off insurance would be an added expense for the post-business combination
entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

 We
may be a passive foreign investment company, or "PFIC," which could result in adverse U.S. federal income tax consequences
to U.S. investors.

 If
we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section
of the prospectus for our IPO captioned "Taxation-United States Federal Income Tax Considerations-General") of our Class
A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional
reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up
exception (see the section of the prospectus for our IPO entitled "Taxation-United States Federal Income Tax Considerations-U.S.
Holders-Passive Foreign Investment Company Rules"). Depending on the particular circumstances, the application of the start-up
exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly,
there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual
PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine
we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal
Revenue Service ("IRS") may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to
make and maintain a "qualified electing fund" election, but there can be no assurance that we will timely provide such required
information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their
tax advisors regarding the possible application of the PFIC rules.

 An
investment in our securities may result in uncertain or adverse U.S. federal income tax consequences.

 An
investment in our securities may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities
that directly address instruments similar to our units, the allocation an investor makes with respect to the purchase price of a unit
between the Class A ordinary shares and the one-sixth of a warrant to purchase one Class A ordinary share included in each unit could
be challenged by the IRS or courts. Furthermore, the U.S. federal income tax consequences of a cashless exercise of warrants included
in our units is unclear under current law. Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend
the running of a U.S. Holder's (as defined in the prospectus for our IPO under "Taxation-United States Federal Income Tax
Considerations-General") holding period for purposes of determining whether any gain or loss realized by such holder on the sale
or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered
a "qualified dividend" for U.S. federal income tax purposes. See the section of the prospectus for our IPO entitled "Taxation-United
States Federal Income Tax Considerations" for a summary of the U.S. federal income tax considerations of an investment in our securities.
Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences of purchasing, holding
or disposing of our securities.

 After
our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and
all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or
their other legal rights.

 It
is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States
and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible,
for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers
or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers
under United States laws.

we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to
protect your rights through the U.S. federal courts may be limited.

 We
are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service
of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts
against our directors or officers.

 Our
corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Law (as the same
may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities
laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the
fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman
Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands
as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the
Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different
from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands
has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed
and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders
derivative action in a Federal court of the United States.

 We
have been advised by Maples and Calder, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize
or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities
laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us
predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities
imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands
of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a
foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court
imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.
For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and
must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable
on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public
policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands
court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

 As
a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken
by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States
company.

 Risks
Associated with Acquiring and Operating a Business in Foreign Countries

 If
we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may
face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect
such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

 If
we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would
be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing
our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments,
regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

 If
we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated
with companies operating in an international setting, including any of the following:

 costs
 and difficulties inherent in managing cross-border business operations;

 rules
 and regulations regarding currency redemption;

 complex
 corporate withholding taxes on individuals;

 laws
 governing the manner in which future business combinations may be effected;

 exchange
 listing and/or delisting requirements;

 tariffs
 and trade barriers;

 regulations
 related to customs and import/export matters;

 local
 or regional economic policies and market conditions;

 unexpected
 changes in regulatory requirements;

 longer
 payment cycles;

 tax
 issues, such as tax law changes and variations in tax laws as compared to the United States;

 currency
 fluctuations and exchange controls;

 rates
 of inflation;

 challenges
 in collecting accounts receivable;

 cultural
 and language differences;

 employment
 regulations;

 underdeveloped
 or unpredictable legal or regulatory systems;

 corruption;

 protection
 of intellectual property;

 social
 unrest, crime, strikes, riots and civil disturbances;

 regime
 changes and political upheaval;

 terrorist
 attacks, natural disasters and wars; and

 deterioration
 of political relations with the United States.

 We
may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business
combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial
condition and results of operations.

 If
our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws, which could lead to various regulatory issues.

 Following
our initial business combination, our management may resign from their positions as officers or directors of the Company and the management
of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar
with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues
which may adversely affect our operations.

 After
our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue
may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant
extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which
we operate.

 The
economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect
our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be
sustained in the future. If in the future such country's economy experiences a downturn or grows at a slower rate than expected,
there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially
and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and
if we effect our initial business combination, the ability of that target business to become profitable.

 Exchange
rate fluctuations and currency policies may cause a target business' ability to succeed in the international markets to be diminished.

 In
the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent
of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value
of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.
Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business
or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a
currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target
business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

 We
may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may
govern some or all of our future material agreements and we may not be able to enforce our legal rights.

 In
connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another
jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The
system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as
in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss
of business, business opportunities or capital.

 Recent
increases in inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination.

 Recent
increases in inflation in the United States and elsewhere may be leading to increased price volatility for publicly traded securities,
including ours, and may lead to other national, regional and international economic disruptions, any of which could make it more difficult
for us to consummate a business combination.

 Conflicts
in Ukraine and Israel could make it more difficult for us to consummate a business combination.

 Conflicts
in Ukraine and Israel may lead to increased price volatility for publicly traded securities, including ours, and to other national, regional
and international economic disruptions, any of which could make it more difficult for us to identify a business combination partner and
consummate a business combination on acceptable commercial terms or at all.

 Item 1B. Unresolved Staff Comments

 None.

 Item
1C. Cybersecurity

 We
are a SPAC with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition
transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity
risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the
oversight of risks from cybersecurity threats, if there is any. We have not encountered any cybersecurity incidents since our IPO.

 Item 2. Properties

 We
have no physical facilities. Our officers and the investment professionals who provide services to us under the Services Agreement (as
defined below) work and will continue to work remotely. Our address is 200 Park Avenue 32nd Floor, New York, NY 10166. We consider these
arrangements adequate for our current operations.

 Item 3. Legal Proceedings

 There
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team
in their capacities as such.

 Item 4. Mine Safety Disclosure

 Not
applicable.

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market Information

 Our units, Class A ordinary shares and redeemable
warrants are each traded on the Nasdaq Capital Market under the symbols "GPACU," "GPAC" and "GPACW, respectively.
Our units commenced public trading on January 12, 2021, and our Class A ordinary shares and warrants commenced public trading on March
4, 2021.

 Holders

 On March 19, 2024, there was one holder of record
of our units, one holder of record of our Class A ordinary shares, one holder of record of our Class B ordinary shares, one holder of
record of our public warrants and one holder of record of our private placement warrants.

 Dividends

 We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination
will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with
our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.

 Securities Authorized for Issuance Under Equity Compensation Plans.

 None.

 Recent Sales of Unregistered Securities

 None.

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 On January 11, 2023, we held the 2023 Extension
Meeting to, in part, to 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, The Company 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 of GPAC 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.

 Item
6. Reserved

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere
in this report.

 Cautionary Note Regarding Forward-Looking Statements

 All statements other than
statements of historical fact included in this section and elsewhere in this Annual Report regarding the Company's financial position,
business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this
Annual Report, words such as "anticipate," "believe," "estimate," "expect," "intend"
and similar expressions, as they relate to us or the Company's management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in our filings with the SEC.

 Overview

 We are a blank check company
incorporated on November 3, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our initial
business combination using cash from the proceeds of the initial public offering and the sale of the private placement warrants, our shares,
debt or a combination of cash, equity and debt.

 The issuance of additional shares in a business combination:

 1.

 may significantly dilute the equity interest of existing investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

 2.

 may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

 3.

 could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

 4.

 may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

 5.

 may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and may not result in adjustment to the exercise price of our Warrants (as defined below).

 Similarly, if we issue debt or otherwise incur significant debt, it
could result in:

 1.

 default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

 2.

 the acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 3.

 our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

 4.

 our inability to pay dividends on our Class A ordinary shares;

 5.

 using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

 6.

 limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; and

 7.

 increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes; and other disadvantages compared to our competitors who have less debt.

 As indicated in the accompanying
financial statements, as of December 31, 2023 and 2022, we had approximately $22,000 and $101,000, respectively, of cash and negative
working capital of approximately $7,836,000 and $3,767,000, respectively. Further, we expect to incur significant costs in the pursuit
of our initial business combination and if we cannot complete a business combination by July 14, 2024, we could be forced to wind up our
operations and liquidate unless we receive an extension approval from our shareholders. We cannot assure you that our plans to complete
our initial business combination will be successful.

 Extension of Combination Period

 On January 11, 2023, we held
the 2023 Extension Meeting to consider the proposal to amend the Company's amended and restated memorandum and articles of association
to extend the date by which the Company must complete its initial business combination from January 14, 2023 to a date no later than January
14, 2024 (the "2023 Extension Amendment Proposal"). Our shareholders approved the 2023 Extension Amendment Proposal at the
2023 Extension Meeting and on January 13, 2023, we filed the 2023 Articles Amendment with the Registrar of Companies of the Cayman Islands.

 In connection with the approval
of the 2023 Extension Amendment Proposal, the Sponsor agreed to (i) contribute to us as a loan, within ten (10) business days of the date
of the 2023 Extension Meeting, with $450,000 deposited into the Trust Account and (ii) contribute to us as a loan up to $1,350,000 in
nine equal installments to be deposited into the Trust Account for each of nine one-month extensions following the 2023 Articles Extension
Date.

 On January 13, 2023, we issued
an unsecured promissory note (as amended, the "January 13, 2023 Promissory Note") to the Sponsor and the Sponsor funded the
initial principal amount of $450,000. The January 13, 2023 Promissory Note does not bear interest and was initially due and payable upon
closing of our initial business combination. On February 13, 2024, GPAC and the Sponsor entered into an amendment to the January 13, 2023
Promissory Note to (1) extend the maturity date to the earlier of (i) July 14, 2024, (ii) the consummation of a business combination of
GPAC and (iii) the liquidation of GPAC and (2) increase the principal sum from $3,000,000 to $4,000,000. In the event that we do not consummate
a business combination, the January 13, 2023 Promissory Note will be repaid only from amounts remaining outside of the Trust Account,
if any. The proceeds of the January 13, 2023 Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal
amount of the January 13, 2023 Promissory Note may be converted, in whole or in part, at the option of the lender into warrants of us
at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time
of our initial public offering. As of December 31, 2023, an aggregate of approximately $2,409,383 has been drawn down on the January 13,
2023 Promissory Note and deposited into the Trust Account to cover the extension through January 14, 2024 and to pay for working capital.

 In connection with the vote
to approve the 2023 Extension Amendment Proposal, the holders of 26,068,281 Class A ordinary shares, par value $0.0001 per share, properly
exercised their right to redeem their shares for cash at a redemption 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 $40,425,892.

 Business Combination Agreement

 On
November 21, 2023, the Company, entered into the Business Combination Agreement (as it may be amended, supplemented or otherwise modified
from time to time, the "Business Combination Agreement"), with First Merger Sub, Second Merger Sub, and Stardust Power Inc.,
a Delaware corporation ("Stardust Power").

 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; 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, with Second Merger Sub being the surviving company of the Second Merger, 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 Stardust Power Stockholders
will enter into a Shareholder Agreement, a Registration Rights Agreement and a Lock-Up Agreement, each in form and in substance to be
agreed, to be effective upon the Closing.

 The
Company and Stardust Power expect to incur significant, non-recurring costs in connection with consummating the Business Combination and
operating as a public company following the business combination. Stardust Power may also incur additional costs to retain key employees.
All expenses incurred in connection with the Business Combination Agreement and the transactions contemplated thereby, including all legal,
accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees,
expenses and costs, provided that if the Closing occurs, the Company will bear and pay at or promptly after Closing all of the Company
and Stardust Power's transaction expenses.

 The
aggregate transaction expenses as a result of the business combination are expected to be approximately $10.0 million. Such transaction
expenses do not include the deferred underwriting commissions incurred in connection with the Company's initial public offering
because UBS Securities LLC and RBC Capital Markets, LLC, the underwriters for the Company's initial public offering, have each agreed
to waive the deferred underwriting commission. The per-share amount we will distribute to shareholders who properly exercise their redemption
rights will not be reduced by the transaction expenses and after such redemptions, the per-share value of shares held by non-redeeming
shareholders will reflect our obligation to pay the transaction expenses.

 The
business combination is expected to close in the first half of 2024, prior to July 14, 2024, following the receipt of the required approval
by the Company's shareholders and the fulfillment or waiver of other customary closing conditions.

 The
Business Combination Agreement and the transactions contemplated thereby to occur at or immediately prior to the Closing are discussed
in further detail in Note 2 to the Company's December 31, 2023 financial statements, which were approved by the boards of directors
of each of the Company and Stardust Power, are incorporated by reference herein.

 Recent Developments

 Extension of Combination Period

 On January 9, 2024, we held
the 2024 Extension Meeting: (i) 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; (ii) to eliminate, by way of special resolution, from the Company's amended and restated
memorandum and articles of association the limitation that the Company may not redeem Class A ordinary shares to the extent that such
redemption would result in the Company having net tangible assets of less than $5,000,001 in order to allow the Company to redeem Public
Shares irrespective of whether such redemption would exceed the Redemption Limitation; and (iii) 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 shareholders of the Company approved the 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 2024
Extension Meeting, the holders of 2,137,134 Class A ordinary shares properly exercised their right to redeem their shares for an aggregate
price of approximately $11.05 per share, for an aggregate redemption amount of approximately $23,615,331. Following the redemptions, 1,794,585
Class A ordinary shares remain outstanding.

 In connection with the 2024
Extension Meeting, the Sponsor entered into 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 in connection with the 2024 Extension Amendment Proposal. In exchange for the foregoing commitments not to redeem such
Class A ordinary shares, 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

 On February 13, 2024, the
Company and the Sponsor entered into an amendment to the January 13, 2023 Promissory Note to (1) extend the maturity date of the January
13, 2023 Promissory Note to the earlier of (i) July 14, 2024, (ii) the consummation of a business combination of the Company and (iii)
the liquidation of the Company and (2) increase the principal sum of the January 13, 2023 Promissory Note from $3,000,000 to $4,000,000.

 On February 13, 2024, the
Company and the Sponsor entered into an amendment to the August 1, 2022 Promissory Note, as amended on January 13, 2023, to extend the
maturity date of the August 1, 2022 Promissory Note to the earlier of (i) July 14, 2024, (ii) the consummation of a business combination
of the Company and (iii) the liquidation of the Company.

 Nasdaq Delisting Notices

 On January 16, 2024, we received
a notice from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless we timely request a hearing before
the Panel, our 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 our non-compliance with Nasdaq IM-5101-2, which requires that a SPAC must complete
one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Since our
registration statement for its initial public offering became effective on January 14, 2021, it was required by this rule to complete
its initial business combination by no later than January 14, 2024. On January 23, 2024, we timely submitted the 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 will stay the suspension of our securities and the termination of registration
of the securities with Nasdaq as required by the rules of the SEC pending the Panel's decision and, therefore, Nasdaq's notice
has no immediate effect on the listing of our securities on Nasdaq. The Panel's hearing is scheduled to be held on April 2, 2024.

 On January 29, 2024, we received
a notice from the Nasdaq stating that we failed to hold an annual meeting of shareholders within 12 months after its fiscal year ended
December 31, 2022, as required by Nasdaq Listing Rule 5620(a). This matter serves as an additional basis for delisting our securities
from Nasdaq and the Panel will consider this additional matter in its decision regarding our continued listing on the Nasdaq Capital Market.
GPAC presented its views with respect to this additional deficiency to the Panel in writing on February 5, 2024.

 There can be no assurance
that the Panel will grant our request for continued listing or that we will evidence compliance within any extension period that may be
granted by the Panel.

 Results of Operations

 For the period from November
3, 2020 (date of inception) to December 31, 2023, our activities consisted of formation and preparation for the initial public offering
and, subsequent to completion of the initial public offering on January 14, 2021, identifying and completing a suitable initial business
combination. As such, we had no operations or significant operating expenses until after the completion of the initial public offering
on January 2021.

 Our normal operating costs
since January 14, 2021 include costs associated with our search for an initial business combination (see below), costs associated with
our governance and public reporting (see below), and a charge of $25,000 per month from our Sponsor for administrative services. Costs
for such Sponsor provided administrative services aggregate approximately $300,000 for each of the years ended December 31, 2023 and 2022.
Costs associated with our governance and public reporting have increased since the initial public offering and were approximately $751,000
and $512,000, respectively, for the years ended December 31, 2023 and 2022 including costs associated with the 2023 Extension Meeting,
and the 2024 Extension Meeting. Work associated with reviewing potential business combinations and professional and regulatory costs associated
with that was approximately $4,146,000 and $1,167,000 in the years ended December 31, 2023 and 2022, respectively.

 During the year ended December
31, 2023, the Company negotiated settlement and release agreements with various creditors in exchange for certain payments made and resulting
in the reversal of accruals totaling approximately $2,961,000 which is included as a credit to operating expenses in the accompanying
Condensed Statements of Operations.

 Other income (expense) includes
interest income, the write off contingent warrants associated with shares redeemed and the change in the fair value of the public warrants
and private placement warrants at each reporting date. Interest income was approximately $2,278,000 and $4,600,000, respectively, for
the years ended December 31, 2023 and 2022. The Company is required to measure the fair value of the public warrants and private placement
warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company's operating
results for each current period. The change in fair value of warrants was an other income item of an aggregate of approximately $0 and
$12,453,000, respectively in the years ended December 31, 2023 and 2022, respectively. Other income (expense) for the years ended December
31, 2023 and 2022 also includes charges to other expense aggregating approximately $130,000 and $0, respectively, for write-off contingent
warrants associated with shares redeemed.

 There were no income tax expenses
for the years ended December 31, 2023 and 2022 because we are a Cayman Islands exempted company and are not subject to income tax in the
United States or in the Cayman Islands. We did not withdraw any interest from the Trust Account in the years ended December 31, 2023 and
2022 other than the amounts withdrawn to pay for significant redemptions of our redeemable Class A ordinary shares, which is described
in "—Overview," "—Recent Developments" and below.

 Liquidity and Capital Resources

 On January 14, 2021, we consummated
the initial public offering of an aggregate of 30,000,000 units at a price of $10.00 per unit generating gross proceeds of approximately
$300,000,000 before underwriting discounts and expenses. Simultaneously with the consummation of the initial public offering, we consummated
the private placement of 5,566,667 private placement warrants, each exercisable to purchase one share of our Class A ordinary shares at
$11.50 per share, to the Sponsor, at a price of $1.50 per private placement warrant, generating gross proceeds, before expenses, of approximately
$8,350,000. At that time, the proceeds in the Trust Account were initially invested in cash. At December 31, 2023 and 2022, the proceeds
in the Trust Account were invested in a money market fund that invests solely U.S. government treasury bills.

 The net proceeds from the
initial public offering and private placement were approximately $301,471,000, net of the non-deferred portion of the underwriting commissions
of $6,000,000 and offering costs and other expenses of approximately $904,000 (including approximately $554,000 of offering expenses and
approximately $350,000 of insurance that is accounted for as prepaid expense). $300,000,000 of the proceeds of the initial public offering
and the private placement have been deposited in the Trust Account and are not available to us for operations (except certain amounts
to pay taxes, if any). At December 31, 2023 and 2022, we had approximately $21,828 and $101,000, respectively, of cash available outside
of the Trust Account to fund our activities until we consummate an initial business combination.

 On January 11, 2023, certain
shareholders elected to redeem 26,068,281 Class A ordinary shares at $10.167 per share, approximately $265,050,000, from the Trust Account
following the 2023 Extension Meeting.

 Subsequent to December 31,
2023, on January 9, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134
Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.05 per
share, for an aggregate redemption amount of approximately $23,615,331. Following the redemptions, 1,794,585 Class A ordinary shares remain
outstanding. Further, in connection with the 2024 Extension Meeting, the Company entered into Non-Redemption Agreements with holders of
1,503,254 Class A ordinary shares in exchange for the transfer of 127,777 shares.

 Until the consummation of
the initial public offering, the Company's only sources of liquidity were an initial purchase of our Class B ordinary shares for
$25,000 by the Sponsor, and the availability of loans to us of up to $300,000 by our Sponsor under an unsecured promissory note (the "Promissory
Note"), a total of $199,000 was loaned by the Sponsor against the issuance of the Promissory Note. The Promissory Note was non-interest
bearing and was paid in full on January 14, 2021 in connection with the closing of the initial public offering, accordingly, no amounts
are available or were outstanding under the Promissory Note at December 31, 2023 and 2022.

 Mandatory Liquidation and Going Concern

 At December 31, 2023 and 2022,
the Company had approximately $22,000 and $101,000, respectively, in cash and approximately $7,836,000 and $3,767,000, respectively, in
negative working capital. The Company has incurred significant costs and expects to continue to incur additional costs in pursuit of its
business combination. Further, if the Company cannot complete an initial business combination by the Termination Date, it could be forced
to wind up its operations and liquidate. These conditions raise substantial doubt about the Company's ability to continue as a going
concern for a period of time within one year after the date that the financial statements are issued. In connection with its financial
position and intention to complete a business combination, the Company has secured financing from its Sponsor. The Company's plan
to deal with these uncertainties is to use the financing from the Sponsor to complete a business combination prior to the Termination
Date. There is no assurance for the Company that (1) the financing from the Sponsor will be adequate and (2) plans to consummate a business
combination will be successful or successful by the Termination Date. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

 On August 1, 2022, the Company
issued a promissory note (the "August 1, 2022 Promissory Note") in the principal amount of up to $2,000,000 to its Sponsor.
The August 1, 2022 Promissory Note was issued in connection with advances the Sponsor may make to the Company for expenses reasonably
related to its business and the consummation of the business combination. The August 1, 2022 Promissory Note bears no interest and was
due and payable upon the earlier to occur of (i) January 14, 2023, and (ii) the consummation of an initial business combination. On January
13, 2023, the Company and the Sponsor agreed to extend the date of maturity of the August 1, 2022 Promissory Note to the earlier of (i)
January 14, 2024, (ii) the consummation of a business combination of the Company and (iii) the liquidation of the Company. On February
13, 2024, the Company and the Sponsor agreed to further extend the date of maturity of the August 1, 2022 Promissory Note to the earlier
of (i) July 14, 2024, (ii) the consummation of a business combination of the Company and (iii) the liquidation of the Company. As of December
31, 2023 and December 31, 2022, the outstanding principal balance under the August 1, 2022 Promissory Note was approximately $755,000
and $785,000, respectively.

 On January 3, 2023, the Company
issued a promissory note (the "January 3, 2023 Promissory Note") in the principal amount of up to $250,000 to its Sponsor.
The January 3, 2023 Promissory Note was issued in connection with advances the Sponsor may make to the Company for expenses reasonably
related to its business and the consummation of a business combination. The January 3, 2023 Promissory Note bears no interest and is due
and payable upon a business combination. As of December 31, 2023, no amounts have been drawn down and there was no outstanding principal
balance under the January 3, 2023 Promissory Note. At the election of the payee, $250,000 of the unpaid principal amount of the January
3, 2023 Promissory Note may be converted into our warrants at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary
share of the Company. The warrants shall be identical to the private placement warrants issued to the Sponsor at the time of the Company's
initial business combination.

 On January 13, 2023, the Company
issued a promissory note (the "January 13, 2023 Promissory Note") in the principal amount of up to $3,000,000 to its Sponsor.
The January 13, 2023 Promissory Note was issued in connection with advances the Sponsor may make to the Company for contributions to the
Trust Account in connection with the 2023 Extension Meeting and other expenses reasonably related to its business and the consummation
of a business combination. The January 13, 2023 Promissory Note bears no interest and was initially due and payable upon a business combination.
At the election of the payee, all or a portion of the unpaid principal amount of the January 13, 2023 Promissory Note may be converted
into warrants, at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share of the Company. The warrants shall
be identical to the private placement warrants issued to the Sponsor at the time of the initial business combination. On February 13,
2024, the Company and the Sponsor entered into an amendment to the January 13, 2023 Promissory Note to (1) extend the maturity date of
the January 13, 2023 Promissory Note to the earlier of (i) July 14, 2024, (ii) the consummation of a business combination of the Company
and (iii) the liquidation of the Company and (2) increase the principal sum of the January 13, 2023 Promissory Note from $3,000,000 to
$4,000,000.

 During the year ended December
31, 2023, the Company made drawdowns aggregating approximately $2,726,000 under the January 13, 2023 Promissory Note in order to pay extension
payments and for working capital. The Company records such notes at par value and believes that the fair value of the conversion feature
is not material based upon the trading price of the similarly termed public warrants. At December 31, 2023 and 2022, the outstanding principal
balance under the January 13, 2023 Promissory Note was approximately $2,726,000 and $0, respectively.

 We expect our principal liquidity
requirements during this period to include legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating
and documenting a successful business combination with Stardust Power; legal and accounting fees related to regulatory reporting obligations;
payment for investment professionals' services and support services; Nasdaq continued listing fees; and general working capital
that will be used for miscellaneous expenses and reserves.

 Our estimates of expenses may differ materially from our actual expenses.
In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants or
other expenses with respect to our proposed business combination, although we do not have any current intention to do so.

 Moreover, we may need to obtain
additional financing to complete our initial business combination, either because the transaction requires more cash than is available
from the proceeds held in our Trust Account, or because we become obligated to redeem a significant number of our public shares upon completion
of a business combination, in which case we may issue additional securities or incur debt in connection with such business combination.
If we have not consummated our initial business combination by the Termination Date because we do not have sufficient funds available
to us, we will be forced to cease operations and liquidate the Trust Account.

 The Company has, as extended
at the 2024 Extension Meeting, until July 14, 2024 to complete an initial business combination. If the Company does not complete an initial
business combination by the Termination Date, the Company will: (i) cease all operations except for the purposes of winding up; (ii) as
promptly as reasonably possible, but not more than ten business days thereafter, redeem the public Class A ordinary shares for a pro rata
portion of the Trust Account, including interest earned on funds held in the Trust Account and not previously released to pay income taxes,
but less up to $100,000 of such interest to pay dissolution expenses; and (iii) as promptly as reasonably possible following such redemption,
dissolve and liquidate the balance of the Company's net assets to its creditors and remaining shareholders, as part of its plan
of dissolution and liquidation. The initial shareholders have waived their redemption rights with respect to their founder shares; however,
if the initial shareholders or any of the Company's officers, directors or their affiliates acquire Class A ordinary shares in or
after the initial business combination, they will be entitled to a pro rata share of the Trust Account upon the Company's redemption
or liquidation in the event the Company does not complete an initial business combination within the required time period.

 In the event of such liquidation,
it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will
be less than the price per unit in the initial public offering.

 Off-balance sheet financing arrangements

 We have no obligations, assets
or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements.

 We have not entered into any
off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,
or entered into any agreements for non-financial assets.

 Contractual obligations

 At December 31, 2023 and 2022,
we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. In connection with
the initial public offering, we entered into an Administrative Support Agreement with the Sponsor, pursuant to which the Company pays
the Sponsor $25,000 per month for office space, utilities and secretarial and administrative support.

 We may enter into engagement
letters or agreements with various consultants, advisors, professionals and others in connection with an initial business combination.
The services under these engagement letters and agreements can be material in amount and in some instances can include contingent or success
fees.

 Contingent or success fees
(but not deferred underwriting compensation) would be charged to operations in the quarter that an initial business combination is consummated.
In most instances (except with respect to our independent registered public accounting firm), these engagement letters and agreements
are expected to specifically provide that such counterparties waive their rights to seek repayment from the funds in the Trust Account.

 JOBS Act

 The JOBS Act contains provisions
that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an "emerging
growth company" and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective
date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as
a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required
for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised
accounting pronouncements as of public company effective dates.

 Additionally, we are in the
process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain
conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not
be required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial
reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may
be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's
report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose
certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of
the Chief Executive Officer's compensation to median employee compensation. These exemptions will apply for a period of five years
following the completion of our initial public offering or until we are no longer an "emerging growth company," whichever
is earlier.

 Critical Accounting Estimates

 The requirement under 229.303
(Item 303) management's discussion and analysis of financial condition and results of operations is critical accounting estimates.
Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant
level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on the financial condition or results
of operations of the registrant. Critical accounting estimates require the Company to provide qualitative and quantitative information
necessary to understand the estimation uncertainty and the impact the critical accounting estimate has had or is reasonably likely to
have on financial condition or results of operations to the extent the information is material and reasonably available. This information
should include why each critical accounting estimate is subject to uncertainty and, to the extent the information is material and reasonably
available, how much each estimate and/or assumption has changed over a relevant period, and the sensitivity of the reported amount to
the methods, assumptions and estimates underlying its calculation.

 The preparation of financial
statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income
and expenses during the periods reported.

 Actual results could materially
differ from those estimates. Management has determined that the Company has no critical accounting estimates.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 We are a smaller reporting company as defined by
Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

 Item
8. Financial Statements and Supplementary Data

 Reference is made to the pages numbered with an
"F", beginning with page F-1, of this Annual Report.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 We are required to comply with the internal control
requirements of the Sarbanes-Oxley Act for the period ending December 31, 2021, and thereafter. Only in the event that we are deemed to
be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company would we be required to comply
with the independent registered public accounting firm attestation requirement on internal control over financial reporting. Further,
for as long as we remain an emerging growth company as defined in the JOBS Act, we intend 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 independent registered public accounting firm attestation requirement.

 Disclosure controls are procedures with the objective
of ensuring that information required to be disclosed in our reports under the Exchange Act, such as this report, is recorded, processed,
summarized and reported within the time period specified in the SEC's rules and forms. Disclosure controls are designed with the
objective of ensuring that information is accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 We expect to assess the internal controls of our target business or businesses prior to the completion
of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in
order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for
our initial business combination may have internal controls that need improvement in areas such as:

 1.
 staffing for financial, accounting and external reporting areas, including segregation of duties;

 2.
 reconciliation of accounts;

 3.
 proper recording of expenses and liabilities in the period to which they relate;

 4.
 evidence of internal review and approval of accounting transactions;

 5.
 documentation of processes, assumptions and conclusions underlying significant estimates; and

 6.
 documentation of accounting policies and procedures.

 Because it will take time, management involvement
and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and
market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities,
particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take
longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

 Management's Annual Report on Internal Control over
Financial Reporting

 As required by SEC rules and regulations implementing
Section 404 of the Sarbanes-Oxley Act, (as defined in Rules 13a-15(e) and 15- d-15(e) under the Exchange Act) our management is responsible
for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements
for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures
that:

 (1)
 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of our Company,

 (2)
 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,
and

 (3)
 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets
that could have a material effect on the financial statements.

 Because of its inherent limitations, internal control
over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree or compliance with the policies or procedures may deteriorate.

 Management assessed the effectiveness of our internal
control over financial reporting on December 31, 2023. In making these assessments, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on that assessment,
management concluded that our disclosure controls and procedures had no material weakness as of December 31, 2023 in accounting for complex
financial instruments. See "Changes in Internal Control over Financial Reporting", below. Accordingly, our management believes
that the financial statements included in this report present fairly in all material respects our financial position, results of operations
and cash flows for the periods presented.

 This report does not include an attestation report
of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the
JOBS Act.

 Changes in Internal Control over Financial Reporting

 There were no changes in our internal control over
financial reporting (as such term is defined in Rules 13a- 15(f) and 15d-15(f) of the Exchange Act) during the year ended December 31,
2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting except
for the below:

 Our principal executive officer and principal financial
officer performed additional accounting and financial analyses and other post-closing procedures, including consulting with subject matter
experts related to the accounting for complex features of the Class A ordinary shares and warrants. The Company's management has
expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal
control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements
and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes, with
the assistance of our external advisers, to ensure that the nuances of such transactions are effectively evaluated in the context of the
increasingly complex accounting standards.

 We do not expect that our disclosure controls and
procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the
design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered
relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls
and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design
of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 Item
9B. Other Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not applicable.

 Item
10. Directors, Executive Officers and Corporate Governance

 Officers and Directors

 Our officers and directors are as follows:

 Name

 Age

 Position

 Chief Executive Officer and Chairman

 Jarett Goldman

 Chief Financial Officer

 Graeme Shaw

 Chief Technology Officer

 Richard C. Davis

 President and Director

 Gary DiCamillo

 Claudia Hollingsworth

 William Kerr

 Chandra R. Patel, Chief Executive Officer and Chairman

 Chandra R. Patel, our Chief Executive Officer and
Chairman since January 2023, is the founder of Antarctica Capital and has served as the managing partner of Antarctica Capital since 2010.
Antarctica Capital is an international private equity firm headquartered in New York with offices in the UK and India. Mr. Patel
is responsible for Antarctica Capital's strategic direction and core relationships and leads the firm's key expansion initiatives.
He developed the real assets business for Antarctica Capital and its SIGA, SARO
and SEREY investment strategies. Mr. Patel co-founded Antarctica Capital's
private equity business and raised its first real estate fund. Mr. Patel served as the chairman of the board of directors of Endurance
Acquisition Corp. (" Endurance ") from April 2021 until the completion of its business combination with SatixFy Communications
Ltd. (" SatixFy ") in October 2022 for a business combination of $813 million. SatixFy is currently a publicly traded
company on the New York Stock Exchange. Mr. Patel is currently also the Chief Executive Officer of Constellation Acquisition Corp I, another
special purpose acquisition company, which IPO'd in January 2021 and currently has its securities listed on the OTCQX Marketplace.
Previously, he invested in a portfolio of companies in technology and healthcare, and he was involved in a number of cross-border transactions
and policy initiatives. Mr. Patel also founded and held senior management positions at a variety of technology and information services
companies and was an associate at a leading New York law firm. He sits on the boards of Weddell Re and EarthDaily Analytics Corp. Mr. Patel
graduated from the University of Kansas (Bachelor of Arts), Summa Cum Laude, London School of Economics (Master of Science), and Boston
College (Juris Doctor). We believe that Mr. Patel is well qualified to serve on our board due to his extensive experience in private
equity transactions and as the founder and managing partner of Antarctica Capital.

 Jarett Goldman, Chief Financial Officer

 Jarett Goldman, our Chief Financial Officer since
January 2023, is an experienced investment professional with 15+ years of global experience in corporate finance, principal investing,
and capital markets. Mr. Goldman is currently a director at Antarctica Capital and is responsible for transaction execution, asset management
and business development within the firm's digital infrastructure and real assets-focused investment strategies. Mr. Goldman is
currently also the Chief Financial Officer of Constellation Acquisition Corp I, another special purpose acquisition company, which IPO'd
in January 2021 and currently has its securities listed on the OTCQX Marketplace. He possesses experience across capital markets, investment,
and business development roles with a recent focus on digital, transportation, and space infrastructure. Prior to his role at Antarctica
Capital, Mr. Goldman held a number of positions at Citi in New York and Hong Kong. In his last position he served as a vice president
and regional product head for Citi's Issuer Services business in Asia Pacific, with full P&L responsibility over 18 countries
and oversight over strategy, product development, transaction structuring, marketing, operations, technology and financial management.
Mr. Goldman holds a Bachelor of Science in Policy Analysis and Management and Mandarin Chinese from Cornell University and a Master of
Business Administration from Columbia Business School.

 Graeme Shaw, Chief Technology Officer

 Graeme Shaw, our Chief Technology Officer since
January 2023, is an innovative, respected technologist and business strategist with over two decades of progressive experience in the
aerospace and telecommunications industries. An expert in satellite engineering, telecommunications and business development, Dr. Shaw
has extensive global experience in conceiving, designing, selling, buying, financing, managing, monitoring and operating satellite and
technology projects. Prior to joining the Company, Mr. Shaw served as the chief technology officer of Endurance from September 2021
until the completion of its business combination with SatixFy in October 2022. Since March 2021, he has served as a managing director
of ADP. He is also a founder and managing member of ArgoSat Advisors, a premier global advisory firm focused on the space industry that
was founded in 2009. As part of his duties with ArgoSat, Dr. Shaw supports clients in leading the design, development, procurement
and management of many new satellite projects and financings. He acts as technical advisor to financial sector clients to provide due
diligence on multibillion-dollar investments or M&A transactions. Prior to ArgoSat, Dr. Shaw served as senior director of business
development for Orbital Sciences Corporation where he led the Asia Pacific sales activities. Dr. Shaw has ScD and SM degrees in Aeronautics/Astronautics
from the Massachusetts Institute of Technology and a BEng degree from Imperial College, London.

 Richard C. Davis, President and Director

 Richard C. Davis, our President and Director since
January 2023, is a highly experienced executive with over 25 years of experience in corporate finance, private equity and the space industry.
Mr. Davis has served as the chief executive officer of Descartes Labs, Inc. since June 2022. Prior to that, he served as the chief executive
officer and a member of the board of directors of Endurance from April 2021 until the completion of its business combination with SatixFy
in October 2022 for a business combination of $813 million. SatixFy is currently a publicly traded company on the New York Stock Exchange.
Mr. Davis is currently also the President and director of Constellation Acquisition Corp I, another special purpose acquisition company,
which IPO'd in January 2021 and currently has its securities listed on the OTCQX Marketplace. Since March 2021, he has served as
a managing director of ADP. He is also a founder and managing member of ArgoSat Advisors, a premier global advisory firm focused on the
space industry that was founded in 2009. Mr. Davis also serves on the boards of SatixFy, EarthDaily Analytics and AscendArc. Prior to
ArgoSat, Mr. Davis was president, and later interim-CFO, for ProtoStar, a communications satellite operator which raised over $500 million
and launched two DTH satellites over Asia. Earlier in his career, Mr. Davis was a private equity investor Principal at VantagePoint
Venture Partners, a private equity and venture capital firm with $4 billion of assets under management. His focus was on media/telecom
as well as semiconductors/semiconductor capital equipment. Before that he was a vice president and founding member of the Lehman Brothers
Communication Fund which was an $800 million private equity fund focused on communications infrastructure investments. In these roles,
Mr. Davis was involved in equity and debt investments, asset acquisitions and dispositions and mergers and other business combinations
or spin-offs for approximately two dozen companies in various investment lifecycle stages. Mr. Davis started his corporate finance
career as an associate at Salomon Brothers. Mr. Davis was formerly an instructor pilot in the United States Air Force. He received
his B.S. in Astrophysics (cum laude) from the University of Minnesota, and his MBA from the University of Virginia.

 Gary DiCamillo, Director

 Mr. DiCamillo, one of our directors since 2021,
served as vice chairman of GPAC's board of directors from its inception until February 2018, and since GPAC's merger with
Purple in February 2018 has been a member of the board of directors of Purple, its lead independent director and chairman of the audit
committee. From June 2017 to January 2020, he served as President and Chief Executive Officer of Universal Trailer Corporation, a manufacturer
of leading horse, livestock and utility trailer brands. Since January 2010, Mr. DiCamillo has been the managing partner of Eaglepoint
Advisors, a privately held advisor to boards and chief executive officers in matters of strategy, organization and the management of business
transition issues. Prior to that, Mr. DiCamillo was the president and chief executive officer of Advantage Resourcing, a group of privately
held technical, professional and commercial staffing companies based in Dedham, Massachusetts, from 2002 until August 2009. Previously,
he was chairman and chief executive officer at the Polaroid Corporation from 1995 to 2002. He also has served as president of Worldwide
Power Tools and Accessories at Black & Decker Corporation from 1986 to 1995 and before that as vice president/general manager for
Culligan U.S.A., a division of Beatrice Corporation. He previously served as a director of Pella Corporation (from 1993 to 2007, and 2010
to 2018), the Sheridan Group, Inc. (from 1989 to 2017), and previously served as a director, as well as Lead Director, of 3Com Corporation
(from 2000 to 2009). He began his career in brand management at Procter & Gamble Co., followed by several years as a manager at McKinsey
& Company. Mr. DiCamillo has served as a director of Whirlpool Corporation (NYSE:WHR) since 1997 and served as chairman of its audit
committee from April 2013 to April 2017. He serves on the boards of trustees at Rensselaer Polytechnic Institute and the Museum of Science
in Boston, USA and previously served as a board member of Berkshire Manufactured Products, Inc. (where he was Chairman), Select Staffing
and the Massachusetts Business Roundtable. Mr. DiCamillo is a graduate of Harvard Business School where he earned an MBA. He also holds
a Bachelor of Science degree in Chemical Engineering from Rensselaer Polytechnic Institute.

 Claudia Hollingsworth, Director

 Ms. Hollingsworth, one of our directors since 2021,
has served as Chief Executive Officer of i2CEO since November 2016, a boutique advisory company that has advised companies in both the
public and private sectors on business acceleration, transition, strategy, leadership and organizational maturity. Ms. Hollingsworth was
appointed to Purple's board of directors immediately following the 2018 closing of its business combination with GPAC and currently
serves as chair of Purple's human capital/compensation committee and as a member of its audit committee. From July 2012 to October
2016, she served as Chief Executive Officer of Gump's San Francisco, a luxury home furnishing, apparel and jewelry, multi-channel
retailer. Gump's San Francisco later filed a petition under Chapter 11 of the U.S. Bankruptcy Code in August 2018. From May 2011
to June 2012, Ms. Hollingsworth served as Chief Executive Officer of i2CEO. Prior to that, she served as president of H.D. Buttercup from
July 2007 to May 2011, CEO and president of GBH, Inc. from March 2004 to July 2007, and president and director of Michael Anthony Jewelers
from February 2002 to February 2004. Earlier in her career she held various executive management positions with M.Z. Berger and OroAmerica.
Ms. Hollingsworth currently serves on the board of directors of Destinations by Design, a premier destination management company. She
also serves on the board of Atlas Corps, an international network of social sector leaders and organizations. Ms. Hollingsworth is a member
of the National Association of Corporate Directors and is recognized as a Board Leadership Fellow. She has earned a certification for
Cybersecurity Oversight for Directors from the Software Engineering Institute at Carnegie Mellon University.

 William Kerr, Director

 Mr. Kerr, one of our directors since 2021, is a
Partner of Eaglepoint Advisors. He served as Chairman of GPAC from 2015 to 2018. From January 2010 through January 2013, Mr. Kerr served
as Chief Executive Officer of Arbitron, Inc., a media and marketing services firm. From 1991 until January 2010, Mr. Kerr served as Executive
Vice President, then as President, Chairman and Chief Executive Officer, and finally as non-executive chairman, of Meredith Corporation
(NYSE: MDP), a diversified media company. Mr. Kerr currently serves of the board of directors Questex Holdings Group and as a member of
the Executive Board of MidOcean Partners. He has previously been on the board of directors of the Interpublic Group of Companies, Inc.
(NYSE:IPG), Whirlpool Corporation (NYSE:WHR), Principal Financial Group, Inc. (NASDAQ:PFG), Penton Media and StorageTek. Earlier in his
career, he was a consultant at McKinsey and a Vice President of The New York Times Company. Mr. Kerr has a B.A. from the University of
Washington, a B.A. and an M.A. from Oxford University (where he was a Rhodes Scholar), and an M.A. and an M.B.A. from Harvard University.

 Number and Terms of Office of Officers and Directors

 Our board of directors consists of five directors,
divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors
appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements,
we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq.
The term of office of the first class of directors, which will consist of Mr. Patel and Ms. Hollingsworth, will expire at our first annual
general meeting. The term of office of the second class of directors, which will consist of Mr. Davis and Mr. Kerr, will expire at our
second annual general meeting. The term of office of the third class of directors, which consists of Mr. DiCamillo, will expire at our
third annual general meeting.

 Prior to the completion of an initial business
combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In
addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member
of the board of directors for any reason.

 Pursuant to an agreement to be entered into on
or prior to the closing of our IPO, our sponsor, upon and following consummation of an initial business combination, will be entitled
to nominate three individuals for appointment to our board of directors, as long as our sponsor holds any securities covered by the registration
and shareholder rights agreement.

 Our officers are appointed by the board of directors
and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized
to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.
Our amended and restated memorandum and articles of association provide that our officers may consist of one or more chairman of the board,
chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined
by the board of directors.

 Director Independence

 Nasdaq listing standards require that a majority
of our board of directors be independent. Our board of directors has determined that Mr. DiCamillo, Ms. Hollingsworth, and Mr. Kerr are
"independent directors" as defined in Nasdaq listing standards. Our independent directors will have regularly scheduled meetings
at which only independent directors are present.

 Committees of the Board of Directors

 Our board of directors has three standing committees:
an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and a limited
exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely
of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation and nominating
and corporate governance committees of a listed company be comprised solely of independent directors. Each committee will operate under
a charter that will be approved by our board and will have the composition and responsibilities described below. The charter of each committee
is available on our website.

 Audit Committee

 We have established an audit committee of the board
of directors. Mr. DiCamillo, Ms. Hollingsworth, and Mr. Kerr serve as members of our audit committee. Under Nasdaq listing standards and
applicable SEC rules, all the directors on the audit committee must be independent. Our board of directors has determined that each of
Mr. DiCamillo, Ms. Hollingsworth, and Mr. Kerr is independent under Nasdaq listing standards and applicable SEC rules. Mr. DiCamillo serves
as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined
that Mr. DiCamillo, Ms. Hollingsworth, and Mr. Kerr each qualifies as an "audit committee financial expert" as defined in
applicable SEC rules.

 The audit committee is responsible for:

 meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting
and control systems;

 monitoring the independence of the independent registered public accounting firm;

 verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law;

 inquiring and discussing with management our compliance with applicable laws and regulations;

 pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting
firm, including the fees and terms of the services to be performed;

 appointing or replacing the independent registered public accounting firm;

 determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution
of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose
of preparing or issuing an audit report or related work;

 establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting
controls or reports which raise material issues regarding our financial statements or accounting policies;

 monitoring compliance on a quarterly basis with the terms of our IPO and, if any noncompliance is identified, immediately taking all
action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our IPO; and

 reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates.
Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director
or directors abstaining from such review and approval.

 Compensation Committee

 We have established a compensation committee of
the board of directors. Ms. Hollingsworth and Mr. Kerr serve as members of this committee. Under Nasdaq listing standards and applicable
SEC rules, all the directors on this committee must be independent. Our board of directors has determined that each of Ms. Hollingsworth
and Mr. Kerr is independent under Nasdaq listing standards and applicable SEC rules. Mr. Kerr serves as chair of the committee.

 We have adopted a compensation committee charter,
which details the principal functions of the compensation committee, including:

 reviewing and approving on an annual basis the
corporate goals and objectives relevant to our chief executive officer's compensation, evaluating our chief executive officer's
performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer
based on such evaluation;

 reviewing and approving the compensation of all of our other Section 16 executive officers;

 reviewing our executive compensation policies and plans;

 implementing and administering our incentive compensation equity-based remuneration plans;

 assisting management in complying with our proxy statement and annual report disclosure requirements;

 approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive
officers and employees;

 producing a report on executive compensation to be included in our annual proxy statement;

 reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and

 administrating the Company's Clawback Policy (as defined below).

 The charter also provides that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will
be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving
advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence
of each such adviser, including the factors required by Nasdaq and the SEC.

 Nominating and Corporate Governance Committee

 We have established a nominating and corporate
governance committee of the board of directors. Ms. Hollingsworth and Mr. Kerr serve as members of this committee. Under Nasdaq listing
standards and applicable SEC rules, all the directors on this committee must be independent. Our board of directors has determined that
each of Ms. Hollingsworth and Mr. Kerr is independent under Nasdaq listing standards and applicable SEC rules. Mr. Kerr serves as chair
of the committee.

 We have adopted a nominating and corporate governance
committee charter, which details the principal functions of the nominating and corporate governance committee, including:

 identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board,
and recommending to the board of directors candidates for nomination for election at the annual general meeting or to fill vacancies on
the board of directors;

 developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

 coordinating and overseeing the governance of the company; and

 reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

 The charter also provides that the nominating and
corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used
to identify director candidates, and will be directly responsible for approving the search firm's fees and other retention terms.

 We have not formally established any specific,
minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating
nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our
business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination
to our board of directors.

 Clawback Policy

 Our board of directors has adopted a Clawback Policy
(the "Clawback Policy") designed to comply with Section 10D of the Exchange Act, the rules promulgated thereunder, and the
listing standards of Nasdaq. The Clawback Policy is also filed as an exhibit
to this Annual Report. The Company believes that it is in the best interests of the Company and its shareholders to create and maintain
a culture that emphasizes integrity and accountability and that reinforces the Company's pay-for-performance compensation philosophy.
The Company's board of directors therefore adopted the Clawback Policy, which provides for the recoupment of certain executive compensation
in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance
with any financial reporting requirement under the federal securities laws. The Clawback Policy is administered by the Company's
compensation committee. Any determinations made by the compensation committee are final and binding on all affected individuals. The Clawback
Policy applies to the Company's current and former executive officers (as determined by the compensation committee in accordance
with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of Nasdaq)
and such other senior executives or employees who may from time to time be deemed subject to the Clawback Policy by the compensation committee.

 Code of Ethics

 We have adopted a code of ethics (our "Code
of Ethics") applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon
request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on
Form 8-K.

 We have entered into an administrative support
agreement pursuant to which we will pay our sponsor a total of $25,000 per month for the services to be provided by one or more investment
professionals, creation and maintenance of our website, and miscellaneous additional services (the "Services Agreement").
Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

 If we seek shareholder approval, we will complete
our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative
vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting.
In such case, our sponsor and each member of our management team have agreed to vote founder shares and public shares of theirs, if any,
in favor of our initial business combination.

 Conflicts of Interest

 Under Cayman Islands law, directors and officers
owe the following fiduciary duties:

 duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

 duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

 directors should not improperly fetter the exercise of future discretion;

 duty to exercise powers fairly as between different sections of shareholders;

 duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;
and

 duty to exercise independent judgment.

 In addition to the above, directors also owe a
duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having
both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried
out by that director in relation to the company and the general knowledge skill and experience of that director.

 As set out above, directors have a duty not to
put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of
their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance
by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum
and articles of association or alternatively by shareholder approval at general meetings.

 Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary or contractual obligations to another entity, pursuant to which such officer
or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or
directors becomes aware of a business combination opportunity which 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 business combination
opportunity to such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would
not violate any restrictive covenants to which such officers and directors are subject. Notwithstanding the foregoing, we may pursue an
acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may
co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete
the acquisition by issuing to such entity a class of equity or equity-linked securities. Our amended and restated memorandum and articles
of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer
shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same
or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an
opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on
the one hand, and us, on the other. 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.

 Individual

 Entity

 Entity's business

 Affiliation

 Officers

 Antarctica Capital

 International Private Equity

 Founder and Managing Partner

 Constellation Acquisition Corp I

 Special Purpose Acquisition Company

 Chief Executive Officer and Chairman

 EarthDaily Holdings

 Earth Observation and Data Analytics Company

 eCommunity Holdings

 Fiber Asset Owner and Operator

 Weddell Holdings

 Asset Reinsurance Company

 Richard C. Davis

 Antarctica Capital

 International Private Equity

 Managing Director

 ArgoSat Advisors

 Global Advisory Firm

 Founder and Managing Member

 Constellation Acquisition Corp I

 Special Purpose Acquisition Company

 President and Board Member

 Descartes Labs

 Geospatial Analytics Company

 Chief Executive Officer and Board Member

 EarthDaily Holdings

 Earth Observation and Data Analytics Company

 Board Member

 SatixFy Communications Ltd

 Satellite Communications Systems Company

 Board Member

 Sky and Space

 Satellite Communications Company

 Board Member

 AscendArc

 Satellite Communications Company

 Board Member

 Jarett Goldman

 Antarctica Capital

 International Private Equity

 Constellation Acquisition Corp I

 Special Purpose Acquisition Company

 Chief Financial Officer

 Descartes Acquisition Corp.

 Geospatial Analytics Company

 Director & Chairman of the Board

 Weddell Holdings Ltd.

 Asset Reinsurance Company

 Graeme Shaw

 ArgoSat Advisors

 Global Advisory Firm

 Founder and Managing Member

 Constellation Acquisition Corp I

 Special Purpose Acquisition Company

 Chief Technology Officer

 Descartes Labs

 Geospatial Analytics Company

 Chief Operating Officer, President, and Board Member

 Directors (Including Director Nominees)

 Gary DiCamillo

 Eaglepoint Advisors

 Advisory Company

 Managing Partner

 Purple Innovation, LLC

 Comfort Technology Company

 Whirlpool Corporation

 Home Appliances Manufacturer and Marketer

 Claudia Hollingsworth

 Destinations by Design, Inc.

 Full-Service Event Planning Company

 i2CEO

 Advisory Company

 Chief Executive Officer

 Purple Innovation, LLC

 Comfort Technology Company

 William Kerr

 Eaglepoint Advisors

 Advisory Company

 Partner

 Potential investors should also be aware of the
following other potential conflicts of interest:

 Our executive officers, directors and external advisors are not required to, and will not, commit their full time to our affairs,
which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and
their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination.
Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation,
and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

 Our officers, directors and external advisors 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 advisors was included by a target business as a condition to any agreement
with respect to our initial business combination.

 We are not prohibited from pursuing an initial
business combination or subsequent transaction with a company that is affiliated with our sponsor or any member of our team. In the event
we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our founders, officers
or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent
valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view.
We are not required to obtain such an opinion in any other context. Furthermore, in no event will our sponsor or any of our existing officers
or directors, or any of their respective affiliates, be paid by us any finder's fee, consulting fee or other compensation prior
to, or for any services they render in order to effectuate, the completion of our initial business combination. Further, commencing on
the date our securities are first listed on NYSE, we will also reimburse our sponsor for office space, secretarial and administrative
services provided to us, and other obligations of our sponsor, in the amount of up to $10,000 per month.

 We cannot assure you that any of the above-mentioned
conflicts will be resolved in our favor.

 If we seek shareholder approval, we will complete
our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires
the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor
and each member of our team have agreed to vote their founder shares and public shares purchased during or after the IPO in favor of our
initial business combination.

 Item
11. Executive Compensation

 None of our executive officers or directors has
received any cash compensation for services rendered to us. Our sponsor, executive officers and directors, or their respective affiliates
will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments
that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business
combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements,
we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers
for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating
an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder's and
consulting fees, will be paid by the company to our sponsor or officers, or their respective affiliates, prior to completion of our initial

 After the completion of our initial business combination,
directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All
of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials
furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such
fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation
will be known at the time of the proposed business combination because the directors of the post-combination business will be responsible
for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined,
or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors
or by a majority of the independent directors on our board of directors.

 We do not intend to take any action to ensure that
members of our management team maintain their positions with us after the consummation of our initial business combination, although it
is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with
us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions
with us may influence our management's motivation in identifying or selecting a target business but we do not believe that the ability
of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision
to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that
provide for benefits upon termination of employment.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The following table sets forth information regarding
the beneficial ownership of our ordinary shares available to us at December 31, 2023, with respect to our ordinary shares held by:

 each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; and

 each of our executive officers, directors and director nominees; and all our executive officers and directors as a group.

 Unless otherwise indicated, we believe that all
persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.
In the table below, percentage ownership is based on 11,431,719 ordinary shares, consisting of (i) 3,931,719 Class A ordinary shares and
(ii) 7,500,000 Class B ordinary shares, issued and outstanding as of December 31, 2023. As a result, the below table does not account
for share redemptions that occurred following the 2024 Extension Meeting. The following table does not reflect record or beneficial ownership
of the private placement warrants as these warrants are not exercisable within 60 days of the date of this report.

 Class A Ordinary Share

 Class B Ordinary Shares

 Name and Address of Beneficial Owner (1)

 Number of

 Beneficially

 Owned

 Approximate

 Percentage

 of Class

 Number of

 Beneficially

 Owned (2)

 Approximate

 Percentage

 of Class

 Approximate

 Percentage

 of Voting

 Control

 Global Partner Sponsor II LLC (2)(3)

 -

 -

 100.0
 %

 65.61
 %

 Chandra R. Patel (3)

 -

 -

 -

 -

 -

 Jarett Goldman (3)

 -

 -

 -

 -

 -

 Graeme Shaw (4)

 -

 -

 -

 -

 -

 Richard C. Davis (3)

 -

 -

 -

 -

 -

 Gary DiCamillo (4)

 -

 -

 -

 -

 -

 Claudia Hollingsworth (4)

 -

 -

 -

 -

 -

 William Kerr (4)

 -

 -

 -

 -

 -

 All directors and executive officers as a group
 (7 individuals)

 -

 -

 %

 65.61
 %

 Cowen Financial Products LLC (5)

 200,000

 5.09
 %

 -

 -

 1.75
 %

 Atlas Merchant Capital SPAC Fund I LP (6)

 200,000

 5.09
 %

 -

 -

 1.75
 %

 Periscope Capital Inc. (7)

 201,100

 5.11
 %

 -

 -

 1.76
 %

 LMR Partners LLP (8)

 250,000

 6.36
 %

 -

 -

 2.19
 %

 Meteora Capital, LLC (9)

 267,646

 6.81
 %

 -

 -

 2.34
 %

 RiverNorth Capital Management, LLC (10)

 230,490

 5.86
 %

 -

 -

 2.02
 %

 Fir Tree Capital Management LP (11)

 380,639

 9.68
 %

 -

 -

 3.33
 %

 (1)
 Unless otherwise noted, the business address of each of our
shareholders is 200 Park Avenue 32nd Floor, New York, NY 10166.

 (2)
 Interests shown consist solely of founder shares, classified
as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination
or earlier at the option of the holders thereof.

 (3)
 Chandra R. Patel, Richard C. Davis and Jarett Goldman are the three managers of the Sponsor, Global Partner Sponsor II LLC. Each manager
has one vote, and the approval of a majority is required to approve an action of Global Partner Sponsor II LLC. Under the so-called "rule
of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and
a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial
owner of the entity's securities. This is the situation with regards to Global Partner Sponsor II LLC. Based upon the foregoing
analysis, no individual manager of Global Partner Sponsor II LLC exercises voting or dispositive control over any of the securities held
by the Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or
share beneficial ownership of such securities.

 (4)
 Does not include any shares indirectly owned by the relevant individual as a result of that individual's membership interest
in our sponsor. Each of these individuals disclaims beneficial ownership of any shares except to the extent of their pecuniary interest
therein.

 (5)
 According to a Schedule 13G filed on February 2, 2024 with the SEC, Cowen Financial Products LLC, with respect to the shares of Class
A ordinary shares listed, may be deemed to be its beneficial owner. The principal business address of Cowen Financial Products LLC is
200 Park Ave, 32nd floor, New York, NY 10166.

 (6)
 According to a Schedule 13G filed on January 8, 2024 with the SEC, Atlas Merchant Capital SPAC Fund I LP is a Cayman Islands exempted
LP (the "Fund"). Atlas Merchant Capital LLC is a Delaware limited liability company and is a registered investment advisor,
and the investment manager of the Fund (the "Advisor"). Atlas Merchant Capital Holdings, Ltd. is a Cayman Islands limited
company and managing member of the Advisor ("Holdings"), Atlas Merchant Capital LP is a Delaware limited partnership and the
sole voting shareholder of Holdings ("AMC Capital"), Atlas Merchant Capital GP LLC is a Delaware limited liability company
and the general partner of AMC Capital ("AMC-GP"), AMC SPAC Fund GP LP is a Delaware limited partnership and the general partner
of the Fund (the "General Partner"), AMC SPAC Fund MGP LLC is a Delaware limited liability company and the general partner
of the General Partner ("AMC SPAC MGP"), and Robert E. Diamond, Jr. and David I. Schamis, United States citizens and the sole
members of AMC-GP and AMC SPAC MGP. The principal business office of the Fun, Advisor, Holdings, AMC Capital, AMC-GP, the General Partner,
AMC SPAC MGP, Robert E. Diamond, Jr. and David I. Schamis is 477 Madison Avenue, 22nd FL New York, NY 10022.

 (7)
 According to a Schedule 13G filed on February 9, 2024 with the SEC, Periscope Capital Inc. ("Periscope") is the beneficial
owner of 100,100 Class A ordinary shares and acts as investment manager of, and exercises investment discretion with respect to, certain
private investment funds (each, a "Periscope Fund") that collectively directly own 101,000 Class A ordinary shares. The principal
business address for Periscope and the Periscope Funds is 333 Bay Street, Suite 1240, Toronto, Ontario,
Canada M5H 2R2.

 (8)
 According to a Schedule
13G filed on February 12, 2024 with the SEC, LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG and LMR Partners
(DIFC) Limited (collectively, the "LMR Investment Managers"), serve as the investment managers to certain funds with respect
to GPAC's Class A ordinary shares (as defined in Item 2(d)) held by certain funds; and Ben Levine and Stefan Renold, who are ultimately
in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds.
The principal business address for the LMR Investment Managers, Ben Levine and Stefan Renold is 9th
Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.

 (9)
 According to a Schedule 13G filed on February 14, 2024 with the SEC, Meteora Capital, LLC is a Delaware limited liability company
("Meteora Capital") and with respect to GPAC's Class A ordinary shares (as defined in Item 2(d)) holds certain funds
and managed accounts to which Meteora Capital serves as investment manager (collectively, the "Meteora Funds"). Vik Mittal
serves as the managing member of Meteora Capital, and is the beneficial owner with respect to GPAC's Class A ordinary shares held
by the Meteora Funds. The principal business address for the Meteora Funds and Vik Mittal is 1200 N Federal Hwy, #200, Boca Raton FL 33432.

 (10)
 According to a Schedule 13G filed on February 14, 2024 with the SEC, RiverNorth Capital Management, LLC is a Delaware limited liability
company and its principal business address is 360 S. Rosemary Avenue, Ste. 1420 West Palm Beach, Florida 33401.

 (11)
 According to a Schedule 13G filed on February 14, 2024 with the SEC, Fir Tree Capital Management LP is a Delaware limited partnership
and its principal business address is located at 500 5th Avenue, 9th Floor, New York, New York 10110.

 As of December 31, 2023, our sponsor beneficially
owns 65.61% of the then issued and outstanding ordinary shares (assuming they do not purchase any units in the aftermarket), and as of
the aforementioned filing date following the 2024 Extension Meeting beneficially owns 80.69%, and will have the right to appoint all of
our directors prior to our initial business combination. Holders of our public shares will not have the right to appoint any directors
to our board of directors prior to our initial business combination. Because of this ownership block, our sponsor may be able to effectively
influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum
and articles of association and approval of significant corporate transactions including our initial business combination.

 Our sponsor has agreed (a) to vote any founder
shares and public shares held by it in favor of any proposed business combination and (b) not to redeem any founder shares or public shares
held by it in connection with a shareholder vote to approve a proposed initial business combination. Our sponsor and our officers and
directors are deemed to be our "promoters" as such term is defined under the federal securities laws.

 Transfers of Founder Shares and Private Placement Warrants

 The founder shares and private placement warrants
and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up
provisions in the agreement entered into by our sponsor and management team. Our sponsor and our directors and executive officers have
agreed not to transfer, assign or sell any of founder shares of theirs, if any, until the earliest of (a) one year after the completion
of our initial business combination and (b) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination
or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public
shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

 The private placement warrants and the respective
Class A ordinary shares underlying such warrants are not transferable or salable until 30 days after the completion of our initial business
combination. The foregoing restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or family members
of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor; (b) in the case of an individual, by
gift to a member of one of the individual's immediate family or to a trust, the beneficiary of which is a member of the individual's
immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of
descent and distribution upon death of the individual; (d) notwithstanding the foregoing, the transfer of founder shares or private placement
warrants, directly or indirectly, to affiliate(s) of Antarctica Capital Partners, LLC shall not be restricted by Section 8 of the Insider
Letter; (e) in the case of an individual, pursuant to a qualified domestic relations order; (f) by private sales or transfers made in
connection with the consummation of a business combination at prices no greater than the price at which the founder shares, private placement
warrants or Class A ordinary shares, as applicable, were originally purchased; (g) by virtue of our sponsor's organizational documents
upon liquidation or dissolution of our sponsor; (h) to the company for no value for cancellation in connection with the consummation of
our initial business combination; (i) in the event of our liquidation prior to the completion of our initial business combination; or
(j) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which results in all of our public
shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion
of our initial business combination; provided, however, that in the case of clauses (a) through (e) these permitted transferees must enter
into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the Letter Agreement.

 In addition to the foregoing, our sponsor and our
directors and executive officers have agreed not to transfer, assign or sell founder shares of theirs, if any, until certain vesting conditions
are satisfied, as described in the prospectus for our IPO under the heading "Description of Securities-Founder Shares."

 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, GPAC held the 2024 Extension Meeting in which shareholders approved the 2024 Proposals, including the 2024 Extension Amendment Proposal.
 In connection with that vote, the holders of 2,137,134 Class A ordinary shares of GPAC
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.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 On November 11, 2020, our sponsor paid $25,000,
or approximately $0.003 per share, to cover certain of our IPO and formation costs in consideration of receiving 7,187,500 Class B ordinary
shares, par value $0.0001. On January 11, 2021, we effected a share capitalization, resulting in our sponsor holding 7,500,000 Class B
ordinary shares. The number of founder shares issued was determined based on the expectation that such founder shares would represent
20% of the issued and outstanding shares upon completion of our IPO. Up to 625,000 founder shares were subject to forfeiture by our sponsor
depending on the extent to which the underwriters' over-allotment option was exercised. Because that option was fully exercised,
no founder shares were forfeited. The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject
to certain limited exceptions, be transferred, assigned or sold by the holder.

 Our sponsor purchased 5,566,667 private placement
warrants for a purchase price of $1.50 per whole warrant in a private placement that was conducted concurrently with the closing of the
IPO. As such, our sponsor's interest in this transaction is valued at $8,350,000. Each private placement warrant entitles the holder
to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. The private placement warrants (including the Class
A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by
the holder until 30 days after the completion of our initial business combination.

 On February
13, 2024, the Company and the Sponsor, entered into an amendment to the January 13, 2023 Promissory Note to (1) extend the maturity date
of the January 13, 2023 Promissory Note to the earlier of (i) July 14, 2024, (ii) the consummation of a business combination of the Company
and (iii) the liquidation of the Company and (2) increase the principal sum of the January 13, 2023 Promissory Note from $3,000,000 to
$4,000,000.

 On February
13, 2024, the Company and the Sponsor entered into an amendment to the August 1, 2022 Promissory Note, as amended on January 13, 2023,
to extend the maturity date of the August 1, 2022 Promissory Note to the earlier of (i) July 14, 2024, (ii) the consummation of a business
combination of the Company and (iii) the liquidation of the Company.

 If any of our officers or directors becomes aware
of a business combination opportunity that falls within the line of business of any 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.
Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their
duties to us.

 Our address is 200 Park Avenue 32nd Floor, New
York, NY 10166. We currently expect our officers and the investment professionals who will be providing services under the administrative
support agreement we have entered into with our sponsor, a copy of which is filed as an exhibit to this report, to work remotely, but
we may incur costs for office space and administrative and support services in the future, which would be provided by our sponsor pursuant
to the administrative support agreement.

 No compensation of any kind, including finder's
and consulting fees, will be paid to our sponsor or officers, or their respective affiliates, for services rendered prior to or in connection
with the completion of an initial business combination, other than the following payments, none of which will be made from the proceeds
of the IPO and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination:

 Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

 Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business
combination;

 Pursuant to the administrative support agreement, we will pay our sponsor a total of $25,000 per month for, among other things, provision
of the services of one or more investment professionals, who may be related parties of our sponsor or of one of our executive officers.
Each of these professionals will be paid by our sponsor at or below market rates for their services; and

 Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance
transaction costs in connection with an intended initial business combination. Up to $2,000,000 of such loans may be convertible into
warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical
to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written
agreements exist with respect to such loans.

 Any such payments will be made either (i) prior
to our initial business combination using proceeds of our IPO and the sale of the private placement warrants held outside the trust account
or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection
with or after the consummation of our initial business combination.

 Our audit committee will review on a quarterly
basis all payments that were made by us to our sponsor, officers, directors or their affiliates and will determine which expenses and
the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by
such persons in connection with activities on our behalf.

 Prior to the consummation of our IPO, our sponsor
agreed to loan us up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured
and due at the earlier of March 31, 2021 or the closing of the IPO. We had drawn down approximately $199,000 under this arrangement, including
approximately $49,000 of costs paid directly by our sponsor, for costs related to the IPO. In January 2021, upon the closing of the IPO,
all amounts outstanding were repaid.

 In addition, in order to finance transaction costs
in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and
directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we may repay
such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not
close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our
trust account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.50 per
warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price,
exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written
agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, its affiliates or our
management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights
to seek access to funds in our trust account.

 After our initial business combination, members
of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all
amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable,
furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender
offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up
to the directors of the post-combination business to determine executive and director compensation.

 We have entered into a registration and shareholder
rights agreement pursuant to which our sponsor will be entitled to certain registration rights with respect to the private placement warrants,
the warrants issuable upon conversion of working capital loans (if any) and the Class A ordinary shares issuable upon exercise of the
foregoing and upon conversion of the founder shares, and, upon consummation of our initial business combination, to nominate three individuals
for appointment to our board of directors, as long as our sponsor holds any securities covered by the registration and shareholder rights
agreement, which is filed as an exhibit to this report. We will bear the expenses incurred in connection with the filing of any such registration

 Policy for Approval of Related Party Transactions

 The audit committee of our board of directors has
a charter that provides for it to review, approve and/or ratify "related party transactions," which are those transactions
required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC. At its meetings, the audit committee shall
be provided with the details of each new, existing or proposed related party transaction, including the terms of the transaction, any
contractual restrictions that we have already committed to, the business purpose of the transaction, and the benefits of the transaction
to us and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review
by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman
of the committee, participate in some or all of the committee's discussions of the related party transaction. Upon completion of
its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.

 Director Independence

 Nasdaq listing standards require that a majority
of our board of directors be independent within one year of our initial public offering. An "independent director" is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment
in carrying out the responsibilities of a director. Our board has determined that each of Mr. DiCamillo, Ms. Hollingsworth, and Mr. Kerr
is an independent director under applicable SEC rules and the Nasdaq listing standards. Our Audit Committee is composed solely of independent
directors meeting Nasdaq's additional requirements applicable to members of the Audit Committee. Our independent directors have
regularly scheduled meetings at which only independent directors are present.

 Item
14. Principal Accountant Fees and Services

 The following is a summary of fees paid or to be
paid to WithumSmith+Brown, PC ("Withum"), PCAOB ID # 100, for services rendered.

 Audit Fees. Audit fees consist of fees for
professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in
connection with regulatory filings. The aggregate fees billed by Withum for professional services rendered for the audit of our annual
financial statements for the year ended December 31, 2023 and 2022 totaled $111,920 and $83,200, respectively. The above amounts include
interim procedures and audit fees, as well as attendance at audit committee meetings.

 Audit-Related Fees. Audit-related fees consist
of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements
and are not reported under "Audit Fees," above. These services include attest services that are not required by statute or
regulation and consultations concerning financial accounting and reporting standards. During the year ended December 31, 2023 and 2022
we did not pay any audit-related fees to Withum.

 Tax Fees. We paid Withum approximately
$4,000 for tax return services, planning or tax advice for each of the years ended December 31, 2023 and 2022.

 All Other Fees. We did not pay Withum for
any other services for the year ended December 31, 2023 and 2022.

 Our audit committee was formed in connection with
the completion of our IPO. As a result, the audit committee did not pre-approve any of the foregoing services, although any services rendered
prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and
on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed
for us by our auditors, including the fees and terms thereof (subject to de minimis exceptions for non-audit services as described in
the Exchange Act that are approved by the audit committee prior to the completion of the audit).

 Item 15. Exhibit and Financial Statement Schedules

 (a)

 The following documents are filed as part of this report:

 (1)

 Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Shareholders' Deficit for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 Report of Independent Registered Public Accounting
Firm

 To the Shareholders and the Board of Directors
of

 Global Partner Acquisition Corp II:

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated
balance sheets of Global Partner Acquisition Corp II (the "Company") as of December 31, 2023 and 2022, the related consolidated
statements of operations, changes in shareholders' deficit and cash flows for the years then ended, and the related notes (collectively
referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and
its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements,
if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by July 14, 2024
then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation
and subsequent dissolution raise substantial doubt about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 /s/ WithumSmith+Brown, PC

 We have served as the Company's auditor since
2020.

 New York, New York

 PCAOB Number 100

 F- 1

 Consolidated Balance Sheets

 2023

 2022

 ASSETS

 Current assets -

 Cash and
 cash equivalents

 $
 22,000

 $
 101,000

 Prepaid expenses

 14,000

 8,000

 Total current assets

 36,000

 109,000

 Cash held in the Trust Account

 43,704,000

 -

 Investments held in Trust Account

 -

 Total assets

 $
 43,740,000

 $
 304,784,000

 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT

 Current liabilities–

 Accounts payable

 $
 64,000

 $
 75,000

 Promissory Note – related party

 755,000

 785,000

 Extension promissory notes – related party

 2,726,000

 -

 Accrued liabilities

 4,327,000

 3,016,000

 Total current liabilities

 7,872,000

 3,876,000

 Other liabilities –

 Warrant liability

 337,000

 467,000

 Deferred underwriting commission

 10,500,000

 10,500,000

 Total liabilities

 18,709,000

 14,843,000

 Commitments and contingencies

 -

 -

 Class A ordinary shares subject to possible redemption; 3,931,719 and 30,000,000 shares, respectively (at approximately $ 11.12 and $ 10.16 per share at December 31, 2023 and 2022, respectively)

 43,704,000

 Shareholders' deficit:

 Preference shares, $ 0.0001 par value; 5,000,000 shares authorized, none issued or outstanding at December 31, 2023 and 2022

 -

 -

 Class A ordinary shares, $ 0.0001 par value, 500,000,000 authorized shares, - 0 - issued and outstanding (excluding 3,931,719 and 30,000,000 shares, respectively, subject to possible redemption at December 31, 2023 and 2022)

 -

 -

 Class B ordinary shares, $ 0.0001 par value, 50,000,000 authorized shares, 7,500,000 shares issued and outstanding at December 31, 2023 and 2022

 1,000

 1,000

 Additional paid-in capital

 -

 -

 Accumulated deficit

 ( 18,674,000
)

 ( 14,735,000
)

 Total shareholders' deficit

 ( 18,673,000
)

 ( 14,734,000
)

 Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' deficit

 $
 43,740,000

 $
 304,784,000

 See accompanying notes to consolidated financial

 F- 2

 Consolidated Statements of Operations

 For the year ended

 2023

 2022

 Revenues

 $
 -

 $
 -

 General and administrative expenses

 5,230,000

 1,984,000

 Gain from settlement and release of liabilities

 ( 2,961,000
)

 -

 Income (loss) from operations

 ( 2,269,000
)

 ( 1,984,000
)

 Other income (expense) -

 Income from cash and investments held in the Trust Account

 2,278,000

 4,600,000

 Write-off contingent warrants associated with shares redeemed

 130,000

 -

 Change in fair value of warrant liability

 -

 12,453,000

 Net income

 $
 139,000

 $
 15,069,000

 Weighted average Class A ordinary shares outstanding – basic and diluted

 4,718,000

 Net income per Class A ordinary share – basic and diluted

 $
 0.01

 $
 0.40

 Weighted average Class B ordinary shares outstanding – basic and diluted

 Net income per Class B ordinary share – basic and diluted

 $
 0.01

 $
 0.40

 See accompanying notes to consolidated financial

 F- 3

 Consolidated Statements of Changes in Shareholders'

 Class B Ordinary Shares

 Additional
 Paid-in

 Accumulated

 Total
 Shareholders'

 For the year ended December 31, 2023:

 Amount

 Capital

 Balances, December 31, 2022

 $
 1,000

 $
 -

 $
 ( 14,735,000
)

 $
 ( 14,734,000
)

 Accretion in value of Class A ordinary shares subject to redemption

 -

 -

 -

 ( 4,078,000
)

 ( 4,078,000
)

 Net income

 -

 -

 -

 139,000

 139,000

 Balances, December 31, 2023

 $
 1,000

 $
 -

 $
 ( 18,674,000
)

 $
 ( 18,673,000
)

 Class B Ordinary Shares

 Additional
 Paid-in

 Accumulated

 Total
 Shareholders'

 For the year ended December 31, 2022:

 Amount

 Capital

 Balances, December 31, 2021

 $
 1,000

 $
 -

 $
 ( 25,129,000
)

 $
 ( 25,128,000
)

 Accretion in value of Class A ordinary shares subject to redemption

 -

 -

 -

 ( 4,675,000
)

 ( 4,675,000
)

 Net income

 -

 -

 -

 15,069,000

 15,069,000

 Balances, December 31, 2022

 $
 1,000

 $
 -

 $
 ( 14,735,000
)

 $
 ( 14,734,000
)

 See accompanying notes to consolidated financial

 F- 4

 Consolidated Statements of Cash Flows

 For the
 year
 ended
 2023

 For the
 year
 ended
 2022

 Cash flow from operating activities:

 Net income

 $
 139,000

 $
 15,069,000

 Adjustments to reconcile net income to net cash used in operating activities

 Income from cash and investments held in Trust Account

 ( 2,278,000
)

 ( 4,600,000
)

 Change in fair value of warrant liability

 -

 ( 12,453,000
)

 Write-off contingent warrants associated with shares redeemed

 ( 130,000
)

 -

 Changes in operating assets and liabilities:

 (Increase) decrease in prepaid expenses

 ( 6,000
)

 175,000

 Increase (decrease) in accounts payable

 ( 11,000
)

 ( 60,000
)

 Increase (decrease) in accrued liabilities and other

 1,311,000

 343,000

 Net cash used in operating activities

 ( 975,000
)

 ( 1,526,000
)

 Cash flows from investing activities:

 Cash deposited in Trust Account

 ( 1,800,000
)

 -

 Cash withdrawn from Trust Account to pay redemptions

 265,050,000

 -

 Net cash provided by investing activities

 263,250,000

 -

 Cash flows from financing activities:

 Redemption of 26,068,281 Class A common shares

 ( 265,050,000
)

 -

 Advances and repayment of promissory note – related party

 ( 30,000
)

 785,000

 Proceeds of Extension Promissory Note – related party

 2,726,000

 -

 Net cash (used in) provided by financing activities

 ( 262,354,000
)

 785,000

 Net change in cash

 ( 79,000
)

 ( 741,000
)

 Cash and cash equivalents at beginning of the period

 101,000

 842,000

 Cash and cash equivalents at end of the period

 $
 22,000

 $
 101,000

 Supplemental disclosure of non-cash financing activities:

 Settlement and release of liabilities

 $
 2,961,000

 $
 -

 See accompanying notes to consolidated financial

 F- 5

 Notes to Consolidated Financial Statements

 December 31, 2023

 Note 1 – Description of Organization and Business Operations

 Global Partner Acquisition Corp II was incorporated under the laws
of the Cayman Islands as an exempted company on November 3, 2020. Together with its wholly owned subsidiaries Strike Merger Sub I, Inc.
and Strike Merger Sub II, LLC., both incorporated or formed in Delaware in November 2023 (collectively the "Company" and "GPAC
II"), the Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses (the "Business Combination"). The Company is an "emerging
growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the "Securities Act," as modified
by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act").

 As of December 31, 2023, the Company had not commenced any operations.
All activity for the period from November 3, 2020 (inception) to December 31, 2023 relates to the Company's formation and the initial
public offering (the "Public Offering") described below and, subsequent to the Public Offering, identifying and completing
a suitable Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination,
at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Public Offering.

 In January 2023, the shareholders of the Company took various actions
and the Company entered into various agreements resulting in a change of control of the Company, redemption of approximately 87 % of its
Class A ordinary shares, par value $ 0.0001 per share (the "Class A ordinary shares"), an extension of the date to complete
a Business Combination and certain additional financing and other matters as discussed in further detail in the Form 10-K Annual Report
filed on March 31, 2023 (the "Annual Report"), and the Form 8-K filed on January 18, 2023, with the Securities and Exchange
Commission (the "SEC") as well as throughout these notes to the consolidated financial statements.

 Subsequent to December 31, 2023, there was a further extension of time
to complete a business combination and further redemptions and other matters as discussed in various notes below regarding the 2024 Extension
Meeting and as described in the Form 8-K filed with the SEC on January 16, 2024.

 All dollar amounts are rounded to the nearest thousand dollars.

 Sponsor and Public Offering:

 The Company's sponsor is Global Partner Sponsor II LLC, a Delaware
limited liability company (the "Sponsor"). The Company intends to finance a Business Combination with unredeemed proceeds
from the $ 300,000,000 Public Offering (see Note 3 and below) and a $ 8,350,000 private placement (see Note 4). Upon the closing of the
Public Offering and the private placement, $ 300,000,000 was deposited in a trust account (the "Trust Account") at closing
on January 14, 2021.

 In January 2023, the following material transactions, among others,
changed the control over and resources of the Company, all as further discussed in these notes to financial statements, as follows:

 1.
 On January 11, 2023, the Company held an Extension Meeting of its shareholders in which the shareholders approved the proposal to amend the Company's amended and restated memorandum and articles of association (the "Extension Amendment Proposal") to extend the date required to complete a Business Combination (as described further in Business Combination below). In connection with the vote to approve the Extension Amendment Proposal the holders of 26,068,281 Class A ordinary shares of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.167 per share for an aggregate redemption amount of approximately $ 265,050,000 resulting in 3,931,719 Class A ordinary shares remaining outstanding.

 F- 6

 2.
 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 agreed to contribute to the Sponsor an aggregate amount in cash equal to up to $ 3,000,000, which amount is being loaned to the Company in accordance with the January 13, 2023 Promissory Note (as defined below), in consideration for which, the Sponsor issued to the Investor interests in certain equity securities of the Company.

 3.

 Pursuant to the Investment Agreement, the Sponsor transferred control of the Sponsor to affiliates of Antarctica Capital Partners LLC.

 4.

 Pursuant to the Investment Agreement, the Sponsor has agreed to lend to the Company the funds required to pay expenses incurred by the Company and reasonably related to the costs and expenses of facilitating the extension of the term of the Company.

 5.

 Further, on January 13, 2023, Paul J. Zepf, Pano Anthos, Andrew Cook, James McCann and Jay Ripley tendered their resignations as directors of the Company. Additionally, Paul J. Zepf and David Apseloff resigned as officers of the Company. There was no known disagreement with any of the outgoing directors or officers on any matter relating to the Company's operations, policies or practices.

 6.
 The Company made settlements and received releases from several creditors in exchange for cash payments made resulting in the reduction of approximately $ 2,961,000 of accrued liabilities which is reflected as a credit to operating expenses in the accompanying consolidated statements of operations.

 See also below regarding, subsequent to December 31, 2023, the 2024
Extension Meeting.

 Trust Account:

 The funds in the Trust Account can only be invested in cash or
U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act of 1940. On January 11, 2023, the Company liquidated the
U.S. government treasury obligations or money market funds held in the Trust Account. Funds will remain in the Trust Account until
the earlier of (i) the consummation of its initial Business Combination or (ii) the distribution of the Trust Account as described
below. The remaining funds outside the Trust Account may be used to pay for business, legal and accounting due diligence on
prospective acquisition targets, legal and accounting fees related to regulatory reporting obligations, payment for services of
investment professionals and support services, continued listing fees and continuing general and administrative expenses.

 The Company's amended and restated memorandum and articles of
association provided that, other than the withdrawal of interest to pay tax obligations, if any, less up to $ 100,000 of interest to pay
dissolution expenses, none of the funds held in trust will be released until the earliest of (a) the completion of the initial Business
Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company's
amended and restated memorandum of association (i) to modify the substance or timing of the Company's obligation to redeem 100 %
of the public shares if the Company does not complete the initial Business Combination by the date by which the Company is required to
consummate a business combination pursuant to the amended and restated memorandum and articles of association, July 14, 2024 if extended
per below (previously January 14, 2023 and then January 14, 2024 as discussed below) (the "Termination Date"), or (ii) with
respect to any other provision relating to shareholders' rights or pre-Business Combination activity, and (c) the redemption of
the public shares if the Company is unable to complete the initial Business Combination by the Termination Date, subject to applicable
law, which includes the extended time that the Company has to consummate a Business Combination beyond the Termination Date as a result
of a shareholder vote to amend the Company's amended and restated articles of incorporation. The proceeds deposited in the Trust
Account could become subject to the claims of creditors, if any, which could have priority over the claims of the Company's public
shareholders.

 F- 7

 On January 11, 2023, the Company's shareholders voted to extend
the date by which the Company has to consummate a Business Combination from January 14, 2023 to April 23, 2023 (the "Articles Extension
Date") and to allow the Company, without another shareholder vote, to elect to extend the date to consummate a Business Combination
on a monthly basis for up to nine times by an additional one month each time up until the Termination Date of January 14, 2024. Upon each
of the nine one-month extensions, the Sponsor or one or more of its affiliates, members or third-party designees may contribute to the
Company $ 150,000 as a loan to be deposited into the Trust Account. During the year ended on December 31, 2023 the board of directors of
the Company approved (i) one-month extensions of the Termination Date in from April through December, resulting in a new Termination Date
of September 14, 2024, and (ii) draws of an aggregate of $ 1,800,000 pursuant to the Extension Promissory Note - related party
(as defined below) to fund the extensions.

 Subsequent to December
31, 2023, on January 9, 2024, Global Partner Acquisition Corp II ("GPAC II" and "Company") held the
extraordinary general meeting of shareholders of the Company (the "2024 Extension Meeting") to amend (the
"Articles Amendment"), by way of special resolution, the Company's amended and restated memorandum and articles of
association (as amended, the "2024 Amended Articles") to extend the date by which the Company has to consummate a
business combination from January 14, 2024 to July 14, 2024 (the "Revised Termination Date") 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 Articles the limitation that GPAC II may not redeem Class A ordinary
shares, par value $.0001 per share (the "Class A Ordinary Shares" and "Public Shares"), to the extent that
such redemption would result in GPAC II 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 "Redemption Limitation Amendment Proposal"); to provide, by way of special resolution, that Public Shares may be
issued to Global Partner Sponsor II LLC (the "Sponsor") by way of conversion of Class B ordinary shares, par value
$.0001 per share (the "Class B Ordinary Shares" and together with Class A Ordinary Shares, the "Ordinary
Shares"), into Public Shares, despite the restriction on issuance of additional Public Shares (the "Founder Conversion
Amendment Proposal" and together with the Extension Amendment Proposal and Redemption Limitation Amendment Proposal, the
"Proposals"); and, if required an adjournment proposal to adjourn, by way of ordinary resolution, the 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 Extension Meeting, there are insufficient Ordinary Shares at the Extension Meeting to approve the Proposals, or (ii)
where the board of directors of the Company has determined it is otherwise necessary (the "Adjournment Proposal"). The
shareholders of the Company approved the Proposals at the 2024 Extension Meeting and on January 11, 2024, the Company filed the
Articles Amendment with the Registrar of Companies of the Cayman Islands.

 Also subsequent to
December 31, 2023 and in connection with the 2024 Extension Meeting to approve the Extension Amendment Proposal, the Company's
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 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.

 Business Combination:

 The Company's management has broad discretion with respect to
the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering
are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein,
"Target Business" is one or more target businesses that together have a fair market value equal to at least 80 % of the balance
in the Trust Account (excluding the deferred underwriting commission and taxes payable on interest earned on the Trust Account) at the
time of signing a definitive agreement in connection with the Company's initial Business Combination. There is no assurance that
the Company will be able to successfully effect a Business Combination.

 F- 8

 The Company, after signing a definitive agreement for a Business Combination,
will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders
may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro
rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial
Business Combination, including interest earned on funds held in the Trust Account and not previously released to pay income taxes, or
(ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid
the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust
Account as of two business days prior to commencement of the tender offer, including interest earned on funds held in the Trust Account
and not previously released to pay income taxes. The decision as to whether the Company will seek shareholder approval of the Business
Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and
will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require
the Company to seek shareholder approval unless a vote is required by the rules of the Nasdaq Capital Market (the "Nasdaq").
If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary
shares and Class B ordinary shares, par value $ 0.0001 per share (the "Class B ordinary shares"), voted are voted in favor
of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible
assets to be less than $ 5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption
of its public shares and the related Business Combination, and instead may search for an alternate Business Combination.

 If the Company holds a shareholder vote or there is a tender offer
for shares in connection with a Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash
equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation
of the initial Business Combination, including interest earned on funds held in the Trust Account and not previously released to pay income
taxes. As a result, such Class A ordinary shares are recorded at the redemption amount and classified as temporary equity upon the completion
of the Public Offering, in accordance with Financial Accounting Standards Board (the "FASB") Accounting Standards Codification
("ASC") 480, "Distinguishing Liabilities from Equity" ("ASC 480"). The amount in the Trust Account
is initially funded at $ 10.00 per public Class A ordinary share ($ 300,000,000 held in the Trust Account divided by 30,000,000 public shares),
see however Note 3 regarding shareholder redemptions in January 2023.

 As further discussed above, the Company will have until the Revised
Termination Date, that was proposed to and approved by the Company's shareholders subsequent to December 31, 2023 in the form of
an amendment to the Company's amended and restated memorandum and articles of association (the "Revised Combination Period").
If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes
of winding up and (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public Class A ordinary
shares for a per share pro rata portion of the Trust Account, including interest earned on funds held in the Trust Account and not previously
released to pay income taxes (less up to $ 100,000 of such net interest to pay dissolution expenses) and as promptly as possible following
such redemption, dissolve and liquidate the balance of the Company's net assets to its creditors and remaining shareholders, as
part of its plan of dissolution and liquidation. The initial shareholders have entered into letter agreements with the Company, pursuant
to which they have waived their rights to participate in any redemption with respect to their Founder Shares; however, if the initial
shareholders or any of the Company's officers, directors or affiliates acquire Class A ordinary shares in or after the Public Offering,
they will be entitled to a pro rata share of the Trust Account with respect to the Class A ordinary shares so acquired upon the Company's
redemption or liquidation in the event the Company does not complete a Business Combination within the Revised Combination Period. In
the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including
Trust Account assets) will be less than the price per Unit (as defined below) in the Public Offering.

 Mandatory Liquidation and Going Concern:

 At December 31, 2023, the Company has approximately $ 22,000 in cash
and approximately $ 7,836,000 in working capital deficit. The Company has incurred significant costs and expects to continue to incur additional
costs in pursuit of its Business Combination. Further, if the Company cannot complete an initial Business Combination by July 14, 2024, it could be forced to wind up its operations and liquidate unless it receives an extension approval from its shareholders.
These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of time within
one year after the date that the consolidated financial statements are issued. In connection with its financial position and intention
to complete a Business Combination, the Company has secured financing from its Sponsor. The Company's plan to deal with these uncertainties
is to use the financing from the Sponsor to complete a Business Combination prior to the Termination Date. There is no assurance for the
Company that, (1) the financing from the Sponsor will be adequate and (2) plans to consummate a Business Combination will be successful
by July 14, 2024. The consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 F- 9

 Note 2 - 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 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 ("Stardust Power").

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 GPAC II 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), GPAC II 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 Company's
amended and restated memorandum and articles of association, 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 II (the "GPAC II 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 II 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 II 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 II that has
not been previously separated into the underlying Class A Ordinary Shares and the underlying GPAC II warrants will be canceled and
will entitle the holder thereof to one share of GPAC II Common Stock and one-sixth of one GPAC II warrant.

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 (Merger Sub II, 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 GPAC II. At Closing, GPAC II 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, GPAC II 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.

is expected to close in the first half of 2024, following the receipt of the required approval by GPAC II's shareholders and the
fulfillment or waiver of other customary closing conditions.

 F- 10

 Business Combination Consideration

 In accordance with the
terms and subject to the conditions of the Business Combination Agreement, (a) each share of common stock of Stardust Power, par value
$ 0.00001 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 number of GPAC
II Common Stock equal to the Per Share Consideration (as defined in the Business Combination Agreement); (b) each outstanding Stardust
Power 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 II Common Stock equal to the number of shares of GPAC II Common Stock subject to such Stardust
Power 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 (c) each share of Stardust Power Restricted Stock (as defined in the Business Combination Agreement) outstanding immediately prior
to the First Effective Time shall convert into a number of shares of GPAC II Common Stock equal to the number of shares of Stardust Power
Common Stock subject to such Stardust Power Restricted Stock multiplied by the Per Share Consideration (rounded down to the nearest whole
share). 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 II Common Stock is greater than
or equal to $ 12.00 per share for a period of 20 trading days in any 30-trading day period or there is a change of control, the Company
will issue five million shares of GPAC II Common Stock to the holders of Stardust Power as additional merger consideration. Following
the execution and delivery of the Business Combination Agreement, and subject to the approval of the shareholders of GPAC II, GPAC II
will adopt a customary incentive equity plan that will provide that the GPAC II Common Stock reserved for issuance thereunder, together
with the shares of GPAC II Common Stock reserved with respect to Exchanged Company Options and Exchanged Company Common Restricted Stock
under the Stardust Power Equity Incentive Plan, will be set at an amount equal to 10.00 % of GPAC II Common Stock outstanding immediately
after Closing.

 Governance

 GPAC II has agreed to
take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing, the GPAC II 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 The Nasdaq Stock Market LLC. Additionally, the current Stardust
Power management team will move to GPAC II in their current roles and titles.

 Representations and
Warranties; Covenants

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 II and Stardust Power. In addition, GPAC II 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 II and Stardust Power. GPAC II may enter into subscription
agreements for securities of GPAC II following the date of the Business Combination Agreement, in an amount not to exceed $ 150,000,000
in the aggregate.

 GPAC II 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 II 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 II board following Closing.

 F- 11

 Conditions to Each
Party's Obligations

 The obligation of GPAC
II 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 (as defined below)
becoming effective, (iv) the approval of GPAC II's shareholders being obtained and (v) the approval of Stardust Power's stockholders
being obtained.

 In addition, the obligation
of GPAC II and Merger Subs 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) the other representations and warranties, except for those set forth in (i) above, of Stardust
Power being true and correct as of the Closing Date, as though made on and as of the Closing Date except for certain exceptions mentioned
in the Business Combination Agreement, (iii) each of the covenants of the Stardust Power to be performed or complied with by it
under the Business Combination Agreement as of or prior to the Closing having been performed or complied with in all material respects,
(iv) each of the covenants of the Stardust Power to be performed or complied with by it under the Business Combination Agreement as of
or prior to the Closing having been performed or complied with in all material respects, (v) Stardust Power having delivered to GPAC II
a certificate signed by an authorized officer of Stardust Power, dated the Closing Date (an "Officer's Certificate"),
certifying that, to the knowledge and belief of such officer, the conditions set forth in the three (3) immediately preceding points have
been fulfilled, (vi) Stardust Power and the other parties thereto entering into certain amendments to the outstanding SAFE Agreements
and being in full force and effect, (vii) since the date of the Business Combination Agreement, there not having occurred any change,
effect, event, occurrence, state of facts or development that, in the aggregate, has had or would reasonably be expected to result in
a Material Adverse Effect (as defined in the Business Combination Agreement), and (viii) Stardust
Power having delivered to GPAC II executed counterparts to all of the Ancillary Agreements (as defined in the Business Combination Agreement)
to which Stardust Power, or any stockholder of Stardust Power, is 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 II, 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 II having been performed or complied with in all material
respects, (ii) each of the pre-Closing or at-Closing covenants of GPAC II shall have been performed or complied with in all material respects,
(iii) GPAC II's delivering an Officer's Certificate to Stardust Power, (iv) the approval by Nasdaq of GPAC II's listing
application in connection with the Business Combination, (v) the non-occurrence of a Material Adverse Effect, and (vi) GPAC II's
delivery to Stardust Power the executed counterparts of all of the Ancillary Agreements to which GPAC II is a party.

 Termination

Agreement may be terminated at any time at or prior to Closing: (i) by mutual written consent of GPAC II and Stardust Power, (ii) by
written notice from GPAC II 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 II if the representations and warranties of GPAC II are not true and correct or if GPAC II 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 II 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 II 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 II or Stardust Power if the GPAC II shareholder approval is not obtained at the special meeting of GPAC II (subject to any adjournment
or recess of the meeting), (vii) by written notice from GPAC II to Stardust Power if certain Stardust Power stockholder approval has not
been obtained within two business days following the date that the Registration Statement is declared effective, and (viii) by Stardust
Power if GPAC II is delisted from the Nasdaq Capital Market (and has not been listed on the New York Stock Exchange or another reasonably
acceptable national securities exchange or OTC Markets) prior to the consummation of the Transactions.

 F- 12

 A copy of the Business
Combination Agreement is filed with the Current Report on Form 8-K as Exhibit 2.1 filed on November 21, 2023. 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 II does not believe that these schedules contain information that is material
to an investment decision.

 Company Support Agreements
and Sponsor Letter Agreement

 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 II and Stardust Power, pursuant to which such stockholders have agreed to certain
support matters as described in the Company Support Agreement. Further, 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 II entered into the Sponsor Letter Agreement (the "Sponsor Letter Agreement") with GPAC II and Stardust Power, pursuant
to which the Sponsor agreed to, among certain things as described in the Sponsor Letter Agreement.

 Note 3 – Summary of Significant Accounting Policies

 Principles of Consolidation:

 The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries, Strike Merger Sub I, Inc., a Delaware corporation and Strike Merger Sub II, LLC, a Delaware limited
liability company, both formed to facilitate the acquisition of Stardust Power (Note 2). All significant intercompany balances and transactions
have been eliminated in consolidation.

 Basis of Presentation:

 The consolidated financial statements of the Company are presented
in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S.
GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

 Emerging Growth Company:

 Section 102(b)(1) of the JOBS Act exempts emerging growth companies
from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not
had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act)
are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out
of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election
to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting
standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth
company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

 F- 13

 Net Income per Ordinary Share:

 Net income per ordinary share is computed by dividing net income applicable
to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. The Company has not considered
the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 11,221,954 at December 31, 2023
( 15,566,667 at December 31, 2022) Class A ordinary shares in the calculation of diluted income per ordinary share, since their inclusion
would be anti-dilutive under the treasury stock method and are dependent on future events. As a result, diluted income per ordinary share
is the same as basic income per ordinary share for the period.

 The Company complies with the accounting and disclosure requirements
of FASB ASC Topic 260, "Earnings Per Share." The Company has two classes of shares, which are referred to as Class A ordinary
shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income per ordinary share
is calculated by dividing the net income by the weighted average number of ordinary shares outstanding during the respective period. The
changes in redemption value that are accreted to Class A ordinary subject to redemption (see below) is representative of fair value and
therefore is not factored into the calculation of earnings per share.

 The following tables reflect the earnings per share after allocating
income between the shares based on outstanding shares:

 Year ended

 Year ended

 December 31, 2023

 December 31, 2022

 Class A

 Class B

 Class A

 Class B

 Numerator:

 Basic and diluted net income per ordinary share:

 Allocation of income – basic and diluted

 $
 54,000

 $
 85,000

 $
 12,055,000

 $
 3,014,000

 Denominator:

 Basic and diluted weighted average ordinary shares:

 4,718,000

 Basic and diluted net income per ordinary share

 $
 0.01

 $
 0.01

 $
 0.40

 $
 0.40

 Concentration of Credit Risk:

 The Company can have significant cash balances at financial institutions
which throughout the year may exceed the federally insured limit of $ 250,000. Any loss incurred or a lack of access to such funds could
have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

 Cash and Cash Equivalents:

 The Company considers all highly liquid instruments with original maturities
of three months or less when acquired to be cash equivalents. The Company had no cash equivalents at December 31, 2023 and 2022.

 Fair Value Measurements:

 The Company complies with FASB ASC 820, "Fair Value Measurements"
("ASC 820"), for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period,
and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. As of December 31, 2023 and
2022, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and notes payable – related party approximate
their fair values primarily due to the short-term nature of the instruments.

 F- 14

 Fair value is defined as the price that would be received for sale
of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes
a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). These tiers include:

 Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 In some circumstances, the inputs used to measure fair value might
be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its
entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 Use of Estimates:

 The preparation of consolidated financial statements in
conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheet and the
reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It
is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at
the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. One of the more significant estimates included in these consolidated financial
statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current
information becomes available and accordingly the actual results could differ significantly from those estimates.

 Offering Costs:

 The Company complies with the requirements of the FASB ASC 340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A— "Expenses of Offering." Costs incurred in connection with preparation for
the Public Offering totaled approximately $ 17,054,000 including $ 16,500,000 of underwriters' discount. Such costs were allocated
among the temporary equity and warrant liability components, based on their relative fair value. Upon completion of the Public Offering,
approximately $ 16,254,000 has been charged to Class B ordinary shares subject to redemption for the temporary equity components and approximately
$ 800,000 has been charged to other expense for the warrant liability.

 Class A Ordinary Shares Subject to Possible Redemption:

 As discussed in Note 4, all of the 30,000,000 Class A ordinary shares
sold as part of the Units (as defined below) in the Public Offering contain a redemption feature that allows for the redemption under
the Company's liquidation or tender offer/shareholder approval provisions. In accordance with FASB ASC 480, redemption provisions
not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events,
which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB
ASC 480. Although the Company had not specified a maximum redemption threshold, its articles of association provide that in no event will
it redeem its public shares in an amount that would cause its net tangible assets (shareholders' equity) to be less than $ 5,000,001.
However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject
to redemption on the enclosed consolidated balance sheets.

 F- 15

 On January 11, 2023, in connection with the vote to approve the Extension
Amendment Proposal the holders of 26,068,281 Class A ordinary shares of the Company exercised their right to redeem their shares for cash
at a redemption price of approximately $ 10.167 per share for an aggregate redemption amount of approximately $ 265,050,000 reducing the
number of Class A ordinary shares to 3,931,719.

 The Company recognizes changes immediately as they occur and adjusts
the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable
Class A ordinary shares are affected by adjustments to additional paid-in capital. Accordingly, 3,931,719 and 30,000,000 shares, respectively,
were classified outside of permanent equity at December 31, 2023 and 2022. Class A ordinary shares subject to redemption consist of the
following:

 Dollars

 Gross proceeds of Public Offering

 $
 300,000,000

 Less: Proceeds allocated to Public Warrants

 ( 14,100,000
)

 -

 Offering costs

 ( 16,254,000
)

 -

 Plus: Accretion of carrying value to redemption value

 30,354,000

 -

 --Subtotal at inception and at December 31, 2021

 300,000,000

 Accretion of carrying value to redemption value

 4,675,000

 -

 Class A ordinary shares subject to possible redemption at December 31, 2022

 $

 Class A ordinary shares redeemed on January 11, 2023

 ( 265,050,000
)

 ( 26,068,281
)

 Accretion of carrying value to redemption value

 4,079,000

 -

 Balance at December 31, 2023

 $
 43,704,000

 3,931,719

 Subsequent to December 31, 2023, on January 11, 2024, in connection
with the 2024 Extension Meeting, holders of 2,137,134 Class A ordinary shares exercised
their right to redeem their shares for cash at a redemption price of approximately $ 11.05 per share, for an aggregate redemption amount
of approximately $ 23,615,331. Further, in 2024 Extension Meeting, the shareholders voted to remove the restriction on maximum redemptions.

 Income Taxes:

 FASB ASC 740 prescribes a recognition threshold and a measurement
attribute for the consolidated balance sheet recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. The Company's management determined that the Cayman Islands is the Company's major tax jurisdiction. There
were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company recognizes interest and penalties related to
unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31,
2023 or 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or
material deviation from its position.

 The Company is considered a Cayman Islands exempted company and is
presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company's
tax provision was zero for the periods presented. The Company's management does not expect that the total amount of unrecognized
tax benefits will materially change over the next twelve months.

 Warrant Liability:

 The Company accounts for warrants as either equity-classified or liability-classified
instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in FASB ASC 480 and ASC
815, "Derivatives and Hedging" ("ASC 815"). The assessment considers whether the warrants are freestanding financial
instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements
for equity classification under ASC 815, including whether the warrants are indexed to the Company's own ordinary shares, among
other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time
of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 F- 16

 For issued or modified warrants that meet all of the criteria for
equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of
issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to
be recorded as a liability at their initial fair value on the date of issuance, and each consolidated balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statement of
operations. Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants are
issued.

 Subsequent Events:

 The Company evaluated subsequent events and transactions that
occurred after the date of the consolidated balance sheets through March 19, 2024, that the consolidated financial statements were
available to be issued and has concluded that all such events that would require adjustment or disclosure in the financial
statements have been recognized or disclosed. See above, as well as Notes 1, 4, 5, 7 and 8 regarding actions taken at the 2024
Extension Meeting to extend the date to complete a business combination resulting in a New Termination Date, as well as shareholder
redemptions of 2,137,134 Class A ordinary shares for approximately $ 23,615,000 and non-redemption agreements with holders of
 1,503,254 Class A ordinary shares in exchange for the transfer of 127,777 Class B ordinary shares (after conversion to Class A
ordinary shares), and the increase in the amount available to the Company under the extension promissory notes among other
items.

 Recent Accounting Pronouncements:

 In August 2020, the FASB issued Accounting Standards Update ("ASU")
2020-06, "Debt — Debt with Conversion and Other Options" (Subtopic 470-20) and "Derivatives and Hedging —
Contracts in Entity's Own Equity" (Subtopic 815-40) ("ASU 2020-06"), to simplify accounting for certain financial
instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from
convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an
entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that
are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the
requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied
on a full or modified retrospective basis. The Company has adopted this standard for its Extension promissory notes and there is no impact
to the consolidated financial statements - related party as further discussed in Note 5.

 Management does not believe that any other recently issued, but not
yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's consolidated financial

 Note 4 – Public Offering

 On January 14, 2021, the Company consummated the Public Offering and
sale of 30,000,000 units at a price of $ 10.00 per unit (the "Units"). Each Unit consists of one share of the Company's
Class A ordinary shares, one-sixth of one detachable redeemable warrant (the "Detachable Redeemable Warrants") and the contingent
right to receive, in certain circumstances, in connection with the Business Combination, one-sixth of one distributable redeemable warrant
for each public share that a public shareholder holds and does not redeem in connection with the Company's initial Business Combination
(the "Distributable Redeemable Warrants," and together with the Detachable Redeemable Warrants, the "Redeemable Warrants").
Each whole Redeemable Warrant offered in the Public Offering is exercisable to purchase one of the Company's Class A ordinary shares.
Only whole Redeemable Warrants may be exercised. Under the terms of the warrant agreement, the Company has agreed to use its commercially
reasonable efforts to file a new registration statement under the Securities Act, following the completion of the Company's initial
Business Combination covering the Class A ordinary shares issuable upon the exercise of warrants. No fractional shares will be issued
upon exercise of the Redeemable Warrants. If, upon exercise of the Redeemable Warrants, a holder would be entitled to receive a fractional
interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to
be issued to the Redeemable Warrant holder. Each Redeemable Warrant will become exercisable on the later of 30 days after the completion
of the Company's initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after
the completion of the Company's initial Business Combination or earlier upon redemption or liquidation. However, if the Company
does not complete its initial Business Combination on or prior to the end of the Revised Combination Period, the Redeemable Warrants will
expire at the end of such period. If the Company is unable to deliver registered Class A ordinary shares to the holder upon exercise of
a Redeemable Warrant during the exercise period, there will be no net cash settlement of these Redeemable Warrants and the Redeemable
Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement.
Once the Redeemable Warrants become exercisable, the Company may redeem the outstanding Redeemable Warrants in whole and not in part at
a price of $ 0.01 per Warrant upon a minimum of 30 days' prior written notice of redemption, only in the event that the last sale
price of the Class A ordinary shares equals or exceeds $ 18.00 per share for any 20 trading days within the 30 -trading day period ending
on the third trading day before the Company sends the notice of redemption to the Redeemable Warrant holders, and that certain other conditions
are met. Once the Redeemable Warrants become exercisable, the Company may also redeem the outstanding Redeemable Warrants in whole and
not in part at a price of $ 0.10 per Warrant upon a minimum of 30 days' prior written notice of redemption, only in the event that
the closing price of the Class A ordinary shares equals or exceeds $ 10.00 per share on the trading day prior to the date on which the
Company sends the notice of redemption, and that certain other conditions are met. If the closing price of the Class A ordinary shares
is less than $ 18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the
Company sends the notice of redemption to the warrant holders, the Private Placement Warrants must also concurrently be called for redemption
on the same terms as the outstanding public warrants, as described above (the "Public Warrants"). If issued, the Distributable
Redeemable Warrants are identical to the Redeemable Warrants and together represent the Public Warrants.

 F- 17

 The Company had granted the underwriters a 45 -day option to purchase
up to 2,500,000 Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions, and
such option was exercised in full at the closing of the Public Offering and included in the 30,000,000 Units sold on January 14, 2021.

 The Company paid an underwriting discount of 2.0 % of the per Unit price,
$ 6,000,000, to the underwriters at the closing of the Public Offering, and there is a deferred underwriting fee of 3.5 % of the per Unit
price, $ 10,500,000, which is payable upon the completion of the Company's initial Business Combination.

 The shareholders of the Company approved the Extension Amendment Proposal
at the extraordinary general meeting (the "Extension Meeting") and on January 11, 2023, 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. In addition, 4,344,714 contingent
Distributable Redeemable Warrants will no longer be available to the former holders of the 26,068,281 Class A ordinary shares redeemed
and so the carrying amount of those warrants, approximately $ 130,000, was removed from the warrant liabilities on the consolidated balance sheets.

 Subsequent to December 31, 2023, on January 11, 2024, in connection
with the 2024 Extension Meeting, holders of 2,137,134 Class A ordinary shares exercised
their right to redeem their shares for cash at a redemption price of approximately $ 11.05 per share, for an aggregate redemption amount
of approximately $ 23,615,331. In addition, 356,189 contingent Distributable Redeemable Warrants will no longer be available to the
former holders of the 2,137,134 Class A ordinary shares redeemed and so the carrying amount of those warrants will be removed from the
warrant liabilities on the consolidated balance sheets in 2024.

 Note 5 – Related Party Transactions

 Founder Shares:

 During 2020, the Sponsor purchased 7,187,500 Class B ordinary shares
(the "Founder Shares") for $ 25,000 (which amount was paid directly for organizational costs and costs of the Public Offering
by the Sponsor on behalf of the Company), or approximately $ 0.003 per share. In January 2021, the Company effected a share capitalization
resulting in there being an aggregate of 7,500,000 Founder Shares issued. The Founder Shares are substantially identical to the Class
A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares automatically convert into Class A
ordinary shares at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, and are subject
to certain transfer restrictions, as described in more detail below, and the Founder Shares are subject to vesting as follows: 50% upon
the completion of a Business Combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement)
exceeding 20%, 30%, 40% and 50%. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances.
Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled.

 The Sponsor agreed to forfeit up to 625,000 Founder Shares to the extent
that the over-allotment option was not exercised in full by the underwriters. The underwriters exercised their over-allotment option in
full and therefore such shares are no longer subject to forfeiture.

 In addition to the vesting provisions of the Founder Shares discussed
above and in Note 8, the Company's initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares
until the earlier of (A) one year after the completion of the Company's initial Business Combination, or (B), subsequent to the
Company's initial Business Combination, if (x) the last sale price of the Company's Class A ordinary shares equals or exceeds
$ 12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after the Company's initial Business Combination or (y) the date on
which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination
that results in all of the Company's shareholders having the right to exchange their ordinary shares for cash, securities or other
property.

 F- 18

 Private Placement Warrants:

 The Sponsor purchased from the Company an aggregate of 5,566,667 warrants
at a price of $ 1.50 per warrant (a purchase price of $ 8,350,000) in a private placement that occurred simultaneously with the completion
of the Public Offering (the "Private Placement Warrants"). Each Private Placement Warrant entitles the holder to purchase
one Class A ordinary share at $ 11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the
Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account pending
completion of the Company's initial Business Combination. The Private Placement Warrants (including the Class A ordinary shares
issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion
of the initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor or its permitted transferees.
If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants
will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in
the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable
Warrants being sold as part of the Units in the Public Offering and have no net cash settlement provisions.

 If the Company does not complete a Business Combination, then the proceeds
from the sale of the Private Placement Warrants will be part of the liquidating distribution from the Trust Account to the public shareholders
and the Private Placement Warrants issued to the Sponsor will expire worthless.

 Registration Rights:

 The Company's initial shareholders and the holders of the Private
Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders will
be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale
under the Securities Act. In addition, these holders will have piggyback registration rights to include their securities in other registration
statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
There will be no penalties associated with delays in registering the securities under the registration and shareholder rights agreement.

 Related Party Loans:

 Sponsor working capital loans - On August 1, 2022, the Company
issued a promissory note (the "August 1, 2022 Note" or "August 1, 2022 Notes payable – related party") in
the principal amount of up to $ 2,000,000 to its Sponsor. The August 1, 2022 Note was issued in connection with advances the Sponsor may
make to the Company for expenses reasonably related to its business and the consummation of the Business Combination. The August 1, 2022
Note bears no interest and is due and payable, as amended in connection with the January 2024 Extension Amendment Proposal, upon the earlier
to occur of (i) July 14, 2024 and (ii) the effective date of a merger, capital share exchange, asset acquisition, share purchase, reorganization
or similar Business Combination and (iii) the liquidation of the Company. During the year ended December 31, 2023, approximately
$ 30,000 of this loan was repaid. As of December 31, 2023 and 2022, the outstanding principal balance under the August 1, 2023 Note was
$ 755,000 and $ 785,000, respectively.

 Extension promissory notes – related party - On January
3, 2023, the Company issued a promissory note (the "January 3, 2023 Note") in the principal amount of up to $ 250,000 to its
Sponsor. The January 3, 2023 Note was issued in connection with advances the Sponsor may make to the Company for expenses reasonably related
to its business and the consummation of the Business Combination. The January 3, 2023 Note bears no interest and is due and payable upon
the Business Combination. As of December 31, 2023, no amounts have been drawn down and there was no outstanding principal balance under
the January 3, 2023 Note. At the election of the Payee, $ 250,000 of the unpaid principal amount of the January 3, 2023 Note may be converted
into warrants of the Company ("Warrants"), at a price of $ 1.50 per warrant, each warrant exercisable for one Class A ordinary
share, of the Company. The Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company's
Public Offering.

 On January 13, 2023, the Company issued a promissory note (the
"January 13, 2023 Note" and together with the January 3, 2023 Note, the "Extension promissory notes –
related party") in the principal amount of up to $ 4,000,000, as amended subsequent to December 31, 2023, on February 13, 2024,
to its Sponsor. The January 13, 2023 Note was issued in connection with advances the Sponsor may make to the Company for
contributions to the Trust Account in connection with the Extension and other expenses reasonably related to its business and the
consummation of the Business Combination. The January 13, 2023 Note bears no interest and is due and payable upon the Business
Combination. At the election of the Payee, up to $ 1,750,000 of the January 13, 2023 Note may be converted, at the option of the
lender, into Warrants, at a price of $ 1.50 per warrant, each warrant exercisable for one Class A ordinary share of the Company. The
Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Public Offering.

 F- 19

 During the year ended December 31, 2023, the Company made drawdowns
aggregating approximately $ 2,726,000 under the January 13, 2023 Note in order to pay extension payments and for working capital. The Company
records such notes at par value and believes that the fair value of the conversion feature is not material based upon the trading price
of the similarly termed Public Warrants. At December 31, 2023 and 2022, the outstanding principal balance under the note was approximately
$ 2,726,000 and $ 0, respectively.

 Subsequent to December 31, 2023 the Company borrowed approximately
$ 395,000 to fund working capital.

 Administrative Services Agreement:

 The Company has agreed to pay $ 25,000 a month to the Sponsor for office
space and rent and for the services to be provided by one or more investment professionals, creation and maintenance of the Company's
website, and miscellaneous additional services. Services commenced on the date the securities are first listed on Nasdaq Capital and will
terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. Approximately
$ 300,000 was charged to general and administrative expenses during both periods ended December 31, 2023 and 2022 for this agreement. There
were amounts of approximately $ 275,000 and $ 0 included in accrued liabilities at December 31, 2023 and 2022, respectively.

 Note 6 – Accounting for Warrant Liability

 At December 31, 2023 and 2022, there were 11,221,954 and 15,566,667
warrants, respectively, outstanding including 5,655,286 Public Warrants and 5,566,667 Private Placement Warrants outstanding at December
31, 2023 and 10,000,000 Public Warrants and 5,566,667 Private Placement Warrants outstanding at December 31, 2022. 4,344,714 contingent
redeemable warrants that would have been exercisable by the former holders of the 26,068,281 Class A ordinary shares redeemed in January
2023 are no longer available for exercise.

 The Company's warrants are not indexed to the Company's
ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing
of a fixed-for-fixed option on equity shares. As such, the Company's warrants are accounted for as warrant liabilities which are
required to be valued at fair value at each reporting period.

 The following tables present information about the Company's
warrant liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicate the fair value hierarchy
of the valuation inputs the Company utilized to determine such fair value:

 Description

 At
 2023

 Quoted Prices
 in Active
 Markets
 (Level 1)

 Significant
 Other
 Observable
 Inputs
 (Level 2)

 Significant
 Other
 Unobservable
 Inputs
 (Level 3)

 Warrant Liabilities:

 Public Warrants

 $
 150,000

 $
 150,000

 $
 -

 $
 -

 Private Placement Warrants

 187,000

 -

 187,000

 -

 Warrant liability at December 31, 2023

 $
 337,000

 $
 150,000

 $
 187,000

 $
 -

 Description

 At
 2022

 Quoted Prices
 in Active
 Markets
 (Level 1)

 Significant
 Other
 Observable
 Inputs
 (Level 2)

 Significant
 Other
 Unobservable
 Inputs
 (Level 3)

 Warrant Liabilities:

 Public Warrants

 $
 300,000

 $
 300,000

 $
 -

 $
 -

 Private Placement Warrants

 167,000

 -

 167,000

 -

 Warrant liability at December 31, 2022

 $
 467,000

 $
 300,000

 $
 167,000

 $
 -

 At December 31, 2022 and 2023, the Company valued its (a) Public Warrants
based on the closing price at December 31, 2023 and 2022, respectively, in an active market and (b) Private Placement Warrants based on
the closing price of the Public Warrants since they are similar instruments.

 The warrant liabilities are not subject to qualified hedge accounting.

 See also Note 4 regarding contingent warrants forfeited subsequent
to December 31, 2023.

 F- 20

 Note 7 – Trust Account and Fair Value Measurement

 The Company complies with FASB ASC 820 for its financial assets and
liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are
re-measured and reported at fair value at least annually.

 Upon the closing of the Public Offering and the private placement,
a total of $ 300,000,000 was deposited into the Trust Account.

 On January 11, 2023, shareholders redeemed 26,068,281 Class A ordinary
shares at $ 10.16 per share, approximately $ 265,050,000, from the Trust Account and from Class A ordinary shares subject to redemption
as further discussed in these notes to consolidated financial statements.

 Subsequent to December 31, 2023, on January 9, 2024, in connection
with the 2024 Extension Meeting, holders of 2,137,134 Class A ordinary shares exercised
their right to redeem their shares for cash at a redemption price of approximately $ 11.05 per share, for an aggregate redemption amount
of approximately $ 23,615,331.

 The Company classifies its U.S. government treasury bills and equivalent
securities (when it owns them) as held to maturity in accordance with FASB ASC 320, "Investments – Debt and Equity Securities."
Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Money market funds
are valued at market.

 The funds in the Trust Account were held in an interest-bearing cash
account at December 31, 2023. The following table presents information about the Company's assets that are measured at fair value
on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to
determine such fair value. Since all of the Company's permitted investments at December 31, 2022 consisted of money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, fair values of its investments are determined by
Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:

 Carrying
 Value at

 Quoted
 Price in
 Active

 Description

 2022

 Markets
 (Level 1)

 Assets:

 Money Market Fund

 $

 $

 Total

 $

 $

 Note 8 – Shareholders' Deficit

 Ordinary Shares:

 The authorized ordinary shares of the Company include 500,000,000 Class
A ordinary shares and 50,000,000 Class B ordinary shares or 550,000,000 ordinary shares in total. The Company may (depending on the terms
of the Business Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the
Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Except with respect
to matters pertaining to directors prior to the Business Combination, holders of the Company's Class A ordinary shares and Class
B ordinary shares vote together as a single class and are entitled to one vote for each Class A ordinary shares and Class B ordinary shares.

 F- 21

 The Founder Shares are subject to vesting as follows: 50% upon the
completion of a Business Combination and then an additional 12.5% on the attainment of each of a series of certain "shareholder
return" targets exceeding 20%, 30%, 40% and 50%, as further defined in the agreement. Certain events, as defined in the agreement,
could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing
of the Business Combination will be cancelled.

 At December 31, 2023 and 2022, there were 7,500,000 Class B ordinary
shares issued and outstanding, and 0 and 0 Class A ordinary shares issued and outstanding (after deducting 3,931,719 and 30,000,000, respectively,
Class A ordinary shares subject to possible redemption at December 31, 2023 and 2022).

 Subsequent to December 31, 2023, on January 11, 2024, in connection
with the 2024 Extension Meeting, holders of 2,137,134 Class A ordinary shares exercised
their right to redeem their shares for cash at a redemption price of approximately $ 11.05 per share, for an aggregate redemption amount
of approximately $ 23,615,331. Also subsequent to December 31, 2023 and in connection with the 2024 Extension Agreement, as discussed in
Note 1, the Company entered into non-redemption agreements with holders of 1,503,254 Class A ordinary shares in exchange for the transfer
of 127,777 Class B ordinary shares (after conversion to Class A ordinary shares), among other items.

 Preference Shares:

 The Company is authorized to issue 5,000,000 preference shares, par
value $ 0.0001 (the "Preference shares"), with such designations, voting and other rights and preferences as may be determined
from time to time by the Company's board of directors. At December 31, 2023 and 2022, there were no Preference shares issued or
outstanding.

 Note 9 – Commitments and Contingencies

 Business Combination Costs:

 In connection with identifying an initial Business Combination candidate
and negotiating an initial Business Combination, the Company has entered into, and may enter into additional, engagement letters or agreements
with various consultants, advisors, professionals and others. The services under these engagement letters and agreements are material
in amount and in some instances include contingent or success fees. Contingent or success fees (but not deferred underwriting commission)
would be charged to operations in the quarter that an initial Business Combination is consummated. In most instances (except with respect
to the Company's independent registered public accounting firm), these engagement letters and agreements are expected to specifically
provide that such counterparties waive their rights to seek repayment from the funds in the Trust Account.

 Risks and Uncertainties:

 Bank Closures — Management acknowledges that the Company depends
on a variety of U.S. and multi-national financial institutions for banking services. Market conditions can impact the viability of these
institutions, which in effect will affect the Company's ability to maintain and provide assurances that it can access its cash and
cash equivalents in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect the Company's
liquidity, business and financial condition.

 Ongoing Conflicts — The impact of ongoing and evolving military
conflicts, including the invasion of Ukraine by Russia and the Israel-Hamas war, and economic sanctions and countermeasures on domestic
and global economic and geopolitical conditions in general is not determinable as of the date of these consolidated financial statements.

 F- 22

 EXHIBIT INDEX

 Exhibit No.

 Description

 1.1

 Underwriting Agreement, dated January 11, 2021, by and between the Company, UBS Securities LLC and RBC Capital Markets, LLC. (1)

 2.1

 Business Combination Agreement, dated as of November 21, 2023, by and among Global Partner Acquisition Corp II, Strike Merger Sub I, Inc., Strike Merger Sub II, LLC and Stardust Power Inc. (6)

 3.1

 Amended and Restated Memorandum and Articles of Association. (1)

 3.2

 Amendment to Amended and Restated Memorandum and Articles of Association. (4)

 3.3

 Amendment No. 2 to Amended and Restated Memorandum and Articles of Association. (5)

 4.1

 Specimen Unit Certificate. (2)

 4.2

 Specimen Class A Ordinary Share Certificate. (2)

 4.3

 Specimen Warrant Certificate. (3)

 4.4

 Warrant Agreement, dated January 11, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)

 4.5

 Contingent Rights Agreement, dated January 11, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. (1)

 4.6

 Description of Registered Securities.*

 10.1

 Investment Management Trust Agreement, January 11, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)

 10.2

 Registration and Shareholder Rights Agreement, dated January 11, 2021, by and among the Company and the Global Partner Sponsor II LLC. (1)

 10.3

 Private Placement Warrants Purchase Agreement, dated January 11, 2021, by and between the Company and Global Partner Sponsor II LLC. (1)

 10.4

 Form of Indemnity Agreement. (2)

 10.5

 Promissory Note, dated November 11, 2020, by and between the Company and Global Partner Sponsor II LLC. (2)

 10.6

 Promissory Note, dated January 13, 2023, by and among Global Partner Acquisition Corp II and Global Partner Sponsor II LLC. (4)

 10.7

 Promissory Note, dated August 1, 2022, by and among Global Partner Acquisition Corp II and Global Partner Sponsor II LLC. (10)

 10.8

 Amendment to Promissory Note, dated August 1, 2022, by and among Global Partner Acquisition Corp II and Global Partner Sponsor II LLC. (4)

 10.9

 Amendment No 2. to Promissory Note, dated August 1, 2022, by and among Global Partner Acquisition Corp II and Global Partner Sponsor II LLC. (7)

 10.10

 Promissory Note, dated January 3, 2023, by and among Global Partner Acquisition Corp II and Global Partner Sponsor II LLC. (9)

 10.11

 Amendment to Promissory Note, dated January 13, 2023, by and among Global Partner Acquisition Corp II and Global Partner Sponsor II LLC. (7)

 10.12

 Securities Subscription Agreement, dated as of November 11, 2020, Between The Company and the Sponsor. (2)

 10.13

 Letter Agreement, dated January 11, 2021, by and among the Company, its officers, directors and Global Partner Sponsor II LLC. (1)

 10.14

 Administrative Services Agreement, dated January 11, 2021, by and between the Company and Global Partner Sponsor II LLC. (1)

 10.15

 Investment Agreement, dated January 13, 2023, by and among Global Partner Acquisition Corp II, Global Partner Sponsor II LLC and Endurance Global Partner II, LLC. (4)

 10.16

 Letter Agreement Amendment, dated January 13, 2023, by and among Global Partner Acquisition Corp II, its officers and directors and Global Partner Sponsor II LLC. (4)

 10.17

 Form of Company Support Agreement (incorporated by reference to Exhibit A to Exhibit 2.1). (6)

 10.18

 Sponsor Letter Agreement, dated as of November 21, 2023, by and among Global Partner Sponsor II LLC, Global Partner Acquisition Corp II, Stardust Power Inc. and certain other parties thereto. (6)

 10.19

 Sponsor Letter Amendment, dated as of December 8, 2023, by and among Global Partner Sponsor II LLC, Global Partner Acquisition Corp II, Stardust Power Inc. and certain other parties thereto. (8)

 10.20

 Form of Non-Redemption Agreement. (5)

 10.21

 Form of Joinder to Letter Agreement.*

 14.1

 Code of Business Conduct and Ethics. (3)

 31.1

 Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

 31.2

 Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

 32.1

 Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**

 32.2

 Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**

 97.1

 Global Partner Acquisition Corp II Clawback Policy.*

 99.1

 Audit Committee Charter. (3)

 99.2

 Compensation Committee Charter. (3)

 99.3

 Corporate Governance and Nominating Committee Charter. (3)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
 Filed herewith

 **
 Furnished herewith

 Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant
agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

 (1)
 Incorporated by reference to the Company's Current Report on Form 8-K, filed with the SEC on January 15, 2021.

 (2)
 Incorporated by reference to the Company's registration statement on Form S-1, filed on December 21, 2020.

 (3)
 Incorporated by reference to the Company's registration statement on Form S-1/A, filed on December 31, 2020.

 (4)
 Incorporated by reference to the Company's Current Report on Form 8-K, filed with the SEC on January 18, 2023.

 (5)
 Incorporated by reference to the Company's Current Report on Form 8-K, filed with the SEC on January 16, 2024.

 (6)
 Incorporated by reference to the Company's Current Report on Form 8-K, filed with the SEC on November 21, 2023.

 (7)
 Incorporated by reference to the Company's Current Report on Form 8-K, filed with the SEC on February 13, 2024.

 (8)
 Incorporated by reference to the Company's Current Report on Form 8-K, filed with the SEC on December 13, 2023.

 (9)
 Incorporated by reference to the Company's Current Report on Form 8-K, filed with the SEC on January 6, 2023.

 (10)
 Incorporated by reference to the Company's Current Report on Form 8-K, filed with the SEC on August 5, 2022.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

 By:

 /s/

 Name:

 Title:

 Chief Executive Officer

 (Principal Executive Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 Name

 Position

 Date

 /s/ Chandra
 R. Patel

 Chairman of the Board and Chief Executive Officer

 (Principal Executive Officer)

 /s/ Jarett
 Goldman

 Chief Financial Officer

 Jarett Goldman

 (Principal Financial and Accounting Officer)

 /s/ Richard
 C. Davis

 President and Director

 Richard C. Davis

 /s/ Gary DiCamillo

 Gary DiCamillo

 /s/ Claudia
 Hollingsworth

 Claudia Hollingsworth

 /s/ William
 Kerr

 William Kerr

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