Stardust Power (SDST) Proxy Filing summary

Executive summary

• Supplement updates the proxy statement for a proposed business combination between GPAC II and Stardust Power Inc., detailing board composition and additional financing arrangements.

• The business combination involves a two-step merger, resulting in Stardust Power becoming a wholly owned subsidiary.

• Additional PIPE financing of $10,075,000 has been secured, with the possibility of up to $25 million more before closing.

Voting matters and shareholder proposals

• Shareholders are asked to approve the issuance of shares under Nasdaq Listing Rules 5635(a) and (b) due to the size and control implications of the transaction.

• The Nasdaq Proposal requires a majority vote of issued Ordinary Shares present and entitled to vote at the meeting.

• The Sponsor, holding approximately 80.69% of shares, has agreed to vote in favor, effectively ensuring passage.

• Shareholders may change or revoke their proxy votes in light of the revised proposal.

Board of directors and corporate governance

• The post-merger board will have seven directors divided into three classes, with a majority being independent.

• Committees will include audit (Kankanwadi, Nangolo, Rankin), nominating/governance (Cornett, Kankanwadi), and compensation (Rankin, Nangolo).

• Detailed biographies provided for all directors, highlighting expertise in finance, mining, public service, and business leadership.