Core Viewpoint - Great Pacific Gold Corp. has announced the approval of the spin-out of Walhalla Gold Corp., allowing shareholders to receive shares of Walhalla, which will own the Walhalla Gold Project in Victoria, Australia [1][2]. Summary by Sections Spin-Out Approval - Shareholders voted overwhelmingly to approve the spin-out of Walhalla Gold Corp. during a Special Meeting held on November 27, 2025 [1][2]. - The spin-out involves distributing one common share of Walhalla for each common share of Great Pacific Gold held by shareholders [2]. Stock Option Plan - An ordinary resolution to approve a stock option plan for Walhalla was also approved without amendment by the shareholders [3]. Court Approval and Record Date - Final court approval for the spin-out is scheduled for December 4, 2025, after which the official record date for shareholders to receive Walhalla shares will be set [3]. CEO Statement - The CEO of Great Pacific Gold expressed satisfaction with the progress made over the past six months in preparing for the spin-out, highlighting the benefits for shareholders in retaining exposure to a significant gold project [4]. Walhalla Gold Project Overview - The Walhalla-Woods Point Goldfield is a notable goldfield in Victoria, Australia, with an estimated total historic gold production of 2.2 million ounces (72.2 tonnes) at a gold grade of 25.3 g/t [5]. - The goldfield contains over 420 mines/workings and is located approximately 150 km east of Melbourne [5].

Project Development - Stardust Power is developing a large-scale lithium refinery in Oklahoma to manufacture battery-grade lithium carbonate for the EV and ESS markets [165]. - The FEL-3 report estimates Phase 1 production capacity at 25,000 metric tons per annum of battery-grade lithium, with capital expenditures of approximately $500 million [179]. - The Company is developing a refinery with a phased approach, aiming for a total capacity of up to 50,000 metric tons per annum [195]. - The estimated cost to build phase 1 of the refinery for battery grade lithium carbonate is approximately $500 million, with plans to finance through a mix of debt, equity, and potential government grants [240]. Financial Incentives and Agreements - The company received up to $257 million in performance-based incentives from the State of Oklahoma, contingent on job creation and capital expenditures [168]. - A long-term offtake agreement with Sumitomo Corporation is being contemplated for 20,000 metric tons of lithium carbonate per year, with a potential increase to 25,000 metric tons [182]. - A non-binding agreement with Prairie Lithium Limited for 6,000 metric tons per annum of lithium chloride was established, with a 6-year initial term [176]. - The company entered into a purchase agreement for land in Muskogee, Oklahoma, for $1,662,030, finalized on December 16, 2024 [170]. Financing and Capital Structure - The company raised approximately $5,750,000 from a public offering of 479,200 shares at $12.00 per share on January 27, 2025 [172]. - The Company entered into a loan agreement totaling $1,750,000 with a 15% annual interest rate, maturing in March 2025, and pledged 550,000 shares as collateral [185]. - An additional loan agreement was established for $1,800,000, also at a 15% interest rate, with 340,000 shares pledged as collateral, and an equity kicker of $2,700,000 in Common Stock [186]. - The company has funded operations through various financing methods, including equity financing and promissory notes, but anticipates needing additional capital to continue operations [241]. Operational Performance - The Company has not generated any revenue to date and has been operating at a loss since inception, with an accumulated deficit [200]. - The Company expects to generate future revenue from the sale of battery-grade lithium primarily to the EV market, entering long-term contracts with a pricing structure that includes caps and ceilings [205]. - The company has not sourced any raw materials yet and is negotiating with multiple suppliers for brine feedstock [206]. - General and administrative expenses are expected to increase as the Company invests in setting up its facility and hiring additional employees [207]. Financial Results - For the three months ended September 30, 2025, the company incurred a net loss of $4,459,764, compared to a net loss of $10,092,312 for the same period in 2024, indicating a reduction in losses by approximately 56% [238]. - As of September 30, 2025, the company had an accumulated deficit of $64,592,850, up from $52,618,948 as of December 31, 2024 [239]. - The company has not earned any revenue since inception, indicating a focus on strategic investments and operational development [223]. - For the nine months ended September 30, 2025, net cash used in operating activities was $6,548,760, with a net loss of $11,973,902 adjusted for $5,247,665 of non-cash charges [257]. Compliance and Regulatory Issues - The Company received a notice from Nasdaq regarding non-compliance with listing standards due to a market value below $15,000,000, but regained compliance by September 2025 [187]. - The Company was also notified of non-compliance due to a minimum bid price below $1.00 per share, which was resolved by September 2025 [188]. - A reverse stock split of 1-for-10 was executed, effective September 8, 2025, to adjust the trading price of Common Stock [190]. Investment and Losses - Stardust Power invested $1,600,000 in IRIS Metals Limited, acquiring 10,000,000 shares, but later sold the investment for $570,255, recognizing a loss of $84,626 [180]. - The loss on sale of investments in equity securities was $84,626 for the three months and $179,805 for the nine months ended September 30, 2025, reflecting market conditions and liquidity needs [235]. - The company recorded a loss of $232,481 related to the write-off of a promissory note and deposit for the nine months ended September 30, 2025, with no such write-off in the prior year [236]. Future Outlook and Risks - The company may need to seek additional equity or debt financing to fund its operating and investing activities in the future [262]. - The company is currently facing a volatile inflationary environment, which could impact its business and financial condition [294]. - The Company is subject to credit risk for cash balances exceeding the FDIC insured amount of $250,000, with only one financial banking institution [293].

Core Insights - Great Pacific Gold Corp. has announced high-grade results from its expanded Phase 1 diamond drill program at the Wild Dog Project in Papua New Guinea, particularly focusing on the Sinivit target within a 15 km epithermal structural corridor [1][3][30] Drilling Results - The drilling program has confirmed the presence of a coherent high-grade pod at the Sinivit target, with notable results from drill holes WDG-12 and WDG-13, while WDG-14 is currently in progress [3][6][13] - Drill hole WDG-12 intersected two mineralized zones, with the first structure showing 5.9 meters grading 14.38 g/t AuEq, including 2.5 meters at 32.0 g/t AuEq, and the second structure showing 5.8 meters at 6.15 g/t AuEq [5][6][12] - The results indicate a deeper boiling zone within the epithermal system, suggesting multiple mineralizing pulses from a deeper magmatic source [4][8] Future Plans - The company is preparing for the arrival of a second drill rig to further explore the Sinivit area at depth and other high-priority epithermal targets identified through recent Mobile MT data analysis [4][12][13] - The expanded drilling program now totals 28 diamond drill holes and is expected to continue into early 2026, with the current drilling only testing a small portion of the mineralized corridor [13][30] Geophysical and Survey Data - A high-precision LiDAR survey covering 187 km² was completed, producing a Digital Terrain Model with sub-10 cm vertical accuracy, which will aid in geological modeling and drill planning [15][16][17] - The MobileMT geophysical data has highlighted the potential for a major porphyry copper-gold system adjacent to the epithermal veins, similar to the Wafi-Golpu deposit [12][30] Company Overview - Great Pacific Gold aims to become a leading gold-copper development company in Papua New Guinea, with a portfolio of exploration-stage projects including the Wild Dog, Kesar, and Arau projects [27][30]

Core Insights - Great Pacific Gold Corp. is set to file an updated NI 43-101 compliant technical report for its Kesar Project, which is strategically located adjacent to K92 Mining's Kainantu Mine, following a successful Phase 1 exploration program completed in May 2025 [1][4] Exploration and Technical Details - The Kesar exploration license (EL 2711) was granted for two years starting October 30, 2023, with total expenditures of approximately $5.8 million (16.7 million PNG Kina) during this period, making the company one of the largest active exploration firms in Papua New Guinea [3][5] - The updated technical report will include results from 13 diamond drill holes totaling 3,714.3 meters, with significant intercepts such as 3.13 meters at 3.67 g/t Au and 0.94 meters at 3.17 g/t Au [2][20][22] - A Phase 2 drilling program is recommended for 2026, which includes surface exploration, mapping, sampling, and a 3,000-meter diamond drill program [7][29] Geological Context - The Kesar Project is located in the Eastern Highlands Province of Papua New Guinea, covering an area of 130 square kilometers and is characterized by complex geology, including metamorphic rocks and volcanic units [6][13] - The area has potential for both structurally controlled gold deposits and porphyry copper/gold mineralization, supported by the proximity to the Kainantu gold mine and the Blue Lake porphyry deposit [6][17][26] Future Plans and Recommendations - The company plans to focus its exploration expenditures primarily on the Wild Dog project while also conducting a follow-up program at Kesar to unlock potential value [4][5] - Specific recommendations for further exploration include mapping and rock chip sampling, trenching along known vein areas, and incorporating geophysical survey results into a 3D geological model [31][29]

Core Viewpoint - Great Pacific Gold Corp. is mobilizing a second drill rig to its flagship Wild Dog Project in Papua New Guinea to accelerate its drilling program, focusing on both epithermal and porphyry targets [1][3]. Company Developments - The second drill rig is being provided by Zenex Drilling, which will enhance the company's drilling capabilities at the Wild Dog Project [1][7]. - The current drill program has shown success, leading to increased confidence in the potential for significant mineralization at depth, particularly at the Sinivit target [3][4]. - The company plans to have the second rig operational by early November 2025 [3]. Project Details - The Wild Dog Project features a 15 km epithermal structural corridor with a vertical extent of over 1,000 meters, indicating substantial mineralization potential [6]. - High-grade drill intercepts have been reported, including 8.4 meters at 49.9 g/t AuEq and 7.0 meters at 11.2 g/t AuEq from the Sinivit target [6]. - The current Phase 1 drilling program is focused on shallow, potential open-pit mineralization, with only 10% of the epithermal target tested so far [6]. Future Plans - The second drill rig will facilitate the extension of drilling at Sinivit to greater depths and accelerate the completion of the planned 28 holes [6]. - The company aims to step out to the Kavasuki target and initiate drilling at the Magiabe porphyry target as soon as groundwork is completed [4][6]. Exploration Portfolio - Great Pacific Gold has multiple exploration-stage projects in Papua New Guinea, including the Kesar and Arau Projects, which also show promising mineralization potential [11][12].

Core Insights - Great Pacific Gold Corp. has announced significant results from its expanded Phase 1 diamond drill program at the Wild Dog Project in Papua New Guinea, highlighting the potential for a major gold-copper deposit [1][3][22] Drilling Results - Hole WDG-08 reported an impressive intercept of 8.4 meters at 49.9 grams per tonne (g/t) gold equivalent, including a high-grade zone of 3.8 meters at 105 g/t AuEq [3][5] - The Sinivit target has shown high-grade near-surface mineralization, with nine out of twenty-eight planned holes completed, totaling 1,214 meters of the 5,000-meter program [5][10] - Assay results are pending for hole WDG-09, located approximately 60 meters north of WDG-08, which is expected to provide further insights into the mineralization [5][11] Project Overview - The Wild Dog Project features a 15 km structural corridor with confirmed high-grade mineralization and potential for continuity along strike and at depth [3][10] - The Phase 1 program commenced in May 2025 and is designed to test the Sinivit target, which has a 1.5 km strike length within the broader epithermal vein system [9][10] - The company is also preparing for a potential maiden drilling program at the adjacent Magiabe porphyry target in 2026 [3][10] Future Plans - The expanded drilling program is expected to continue into early 2026, with a total of 28 diamond drill holes planned [10][18] - The company aims to increase field activity on the Magiabe porphyry target while continuing to explore the Wild Dog epithermal system [3][10] Quality Assurance - The company adheres to industry best practices for Quality Assurance and Quality Control, with samples submitted to an ISO 9001-certified laboratory [16][17]

Core Viewpoint - Great Pacific Gold Corp. has expanded its Phase 1 diamond drill program at the Wild Dog Project from 2,500 meters to 5,000 meters due to successful initial results and the identification of new geophysical targets [1][6]. Group 1: Drilling Program Details - The Phase 1 program began in May 2025 and aims to test high-priority targets over a 1.5 km strike length within the Wild Dog epithermal vein structural corridor [2]. - The expanded program now includes 28 diamond drill holes and is expected to continue into early 2026, with drilling having only tested a small portion of the mineralized corridor [3]. - The final hole in the Sinivit program is designed as a major step-out to the north towards Kavasuki, targeting an area with no historical data but strong geophysical continuity [5]. Group 2: High-Grade Intercepts - Significant high-grade intercepts have been reported, including: - WDG-02: 7.0 meters at 11.2 g/t AuEq from 65 meters - WDG-04: 6.0 meters at 8.6 g/t AuEq from 62 meters - WDG-06: 3.5 meters at 13.1 g/t AuEq from 12 meters - WDG-07: 10.0 meters at 4.0 g/t AuEq from 153 meters [6][9][10]. Group 3: Future Plans and Surveys - The company has initiated a high-precision airborne LiDAR and large-format imagery survey across the Wild Dog district, covering approximately 200 km², to enhance geological mapping and drill collar definition [11][12]. - The survey is set to commence in August 2025, with processed datasets to inform Phase 2 drill planning and regional target generation [12]. Group 4: Project Overview - The Wild Dog Project is the flagship project of Great Pacific Gold, located in the East New Britain province of Papua New Guinea, featuring a large-scale epithermal target with a structural corridor extending 15 km in strike length and potentially over 1,000 meters deep [19]. - The company also holds other exploration-stage projects in Papua New Guinea, including the Kesar and Arau Projects, which have shown promising results in initial exploration activities [19].

Core Insights - Great Pacific Gold Corp. has reported significant findings from its Wild Dog Project in Papua New Guinea, highlighting both an extensive epithermal system and the potential for a major porphyry system nearby [1][3][5]. Group 1: Project Overview - The Wild Dog Project is located on New Britain Island, Papua New Guinea, and features a large-scale epithermal target with a strike length of over 15 kilometers and a depth extension exceeding 1,000 meters [1][5][32]. - A diamond drill program is currently in progress, targeting high-priority areas within a 1.5 km strike length of the epithermal vein structural corridor [2][5]. Group 2: Drilling Results - Drilling results from the Phase 1 program have shown high-grade mineralization, with hole WDG-02 intercepting 7.0 meters at 11.2 g/t AuEq, which includes 5.5 g/t Au, 68.8 g/t Ag, and 3.1% Cu [2][5][32]. - The current drilling program is only testing about 10% of the overall structure, indicating significant potential for further discoveries [5]. Group 3: Geophysical Survey Insights - The MobileMT geophysical survey has revealed the scale of the epithermal system and indicated the presence of a substantial porphyry system adjacent to the epithermal vein structure, similar to the Wafi-Golpu project [3][11]. - The processed MobileMT data has identified a large resistivity and magnetic anomaly at the Magiabe target, interpreted as a potassic-altered intrusive body measuring approximately 1,000 meters in diameter and extending to over 2,000 meters in depth [11][20]. Group 4: Future Exploration Plans - The Magiabe target is expected to be a priority for exploration, with plans to advance it towards drill-readiness by 2026, including detailed mapping and additional geochemical sampling [19][20]. - Great Pacific Gold anticipates initiating the first drill testing of the Magiabe porphyry system by 2026, leveraging its strong geophysical and geochemical signatures [20][32].

[Cautionary Statement Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Statement%20Regarding%20Forward-Looking%20Statements) Stardust Power's forward-looking statements are subject to unpredictable risks and may differ materially from actual events - Forward-looking statements are for illustrative purposes only and should not be relied upon as guarantees or definitive statements of fact, as actual results may differ materially due to unpredictable events and circumstances beyond the Company's control[10](index=10&type=chunk)[11](index=11&type=chunk) - Key risks include uncertainty of projected financial information, substantial doubt about the Company's ability to continue as a going concern, need to raise capital, ability to maintain Nasdaq listing, future financial performance, and ability to operate in the lithium industry[15](index=15&type=chunk) PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents Stardust Power Inc.'s unaudited condensed consolidated financial statements and notes for recent periods [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased and total liabilities decreased, improving stockholders' deficit from $(19.4) million to $(3.9) million Condensed Consolidated Balance Sheets | Metric | As of June 30, 2025 (unaudited) | As of December 31, 2024 | | :--------------------------------- | :------------------------------ | :---------------------- | | **ASSETS** | | | | Cash | $2,606,750 | $912,574 | | Total current assets | $3,688,217 | $2,137,864 | | Capital project costs | $5,266,271 | $3,320,403 | | Total assets | $11,303,462 | $9,023,137 | | **LIABILITIES** | | | | Total current liabilities | $14,905,573 | $24,997,170 | | Warrant liability | $279,545 | $2,451,237 | | Earnout liability | $4,700 | $532,700 | | Total liabilities | $15,190,926 | $28,408,921 | | **STOCKHOLDERS' EQUITY (DEFICIT)** | | | | Total stockholders' deficit | $(3,887,464) | $(19,385,784) | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net loss increased significantly for the six months ended June 30, 2025, to $(7.5) million from $(4.1) million in the prior year Condensed Consolidated Statements of Operations | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $0 | $0 | $0 | $0 | | General and administrative expenses | $3,036,347 | $1,267,059 | $8,784,994 | $2,502,425 | | Operating Loss | $(3,036,347) | $(1,267,059) | $(8,784,994) | $(2,502,425) | | Net Loss | $(3,704,438) | $(2,694,362) | $(7,514,138) | $(4,093,575) | | Net loss per share (Basic & Diluted) | $(0.06) | $(0.07) | $(0.13) | $(0.10) | | Weighted average common shares outstanding | 63,198,151 | 39,977,333 | 58,116,801 | 39,938,310 | - General and administrative expenses increased significantly by **$6,282,569** for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to higher employee-related costs and legal fees[20](index=20&type=chunk)[205](index=205&type=chunk) - The change in fair value of warrant liability resulted in an income of **$2,171,692** for the six months ended June 30, 2025, compared to no such income in the prior year[20](index=20&type=chunk)[213](index=213&type=chunk) [Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Total stockholders' deficit substantially reduced from $(19.4) million at December 31, 2024, to $(3.9) million at June 30, 2025 Condensed Consolidated Statements of Changes in Shareholders' Deficit | Metric | As at December 31, 2024 | As at June 30, 2025 | | :------------------------------------------------ | :---------------------- | :-------------------- | | Common Stock (shares) | 47,736,279 | 84,274,837 | | Common Stock (amount) | $4,603 | $8,292 | | Additional paid-in capital | $33,228,561 | $56,237,330 | | Accumulated deficit | $(52,618,948) | $(60,133,086) | | Total Stockholders' Deficit | $(19,385,784) | $(3,887,464) | | **Key Changes (Six months ended June 30, 2025):** | | | | Net loss | | $(7,514,138) | | Stock based compensation | | $4,380,679 | | Issuance of common stock (public offering) | | $3,945,675 | | Issuance of common stock (warrant inducement) | | $2,798,199 | | Issuance of common stock (short-term loan holders)| | $6,200,000 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash increased to **$2.6 million** as of June 30, 2025, driven by financing activities offsetting operating and investing uses Cash Flow Category | Cash Flow Category | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(4,490,450) | $(2,103,926) | | Net cash used in investing activities | $(2,217,068) | $(500,387) | | Net cash provided by financing activities | $8,401,694 | $1,974,455 | | Net (decrease)/increase in cash | $1,694,176 | $(629,858) | | Cash at the beginning of the period | $912,574 | $1,271,824 | | Cash at the end of the period | $2,606,750 | $641,966 | - Cash used in operating activities increased by **$2,386,524**, primarily due to a higher net loss and changes in operating assets and liabilities[233](index=233&type=chunk)[234](index=234&type=chunk) - Cash provided by financing activities increased by **$6,427,239**, largely due to proceeds from public offerings (**$10.27 million**) and warrant inducement exercises (**$2.97 million**)[233](index=233&type=chunk)[238](index=238&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures on the Company's business, accounting policies, financial instruments, and equity transactions [NOTE 1 – DESCRIPTION OF THE COMPANY](index=12&type=section&id=NOTE%201%20%E2%80%93%20DESCRIPTION%20OF%20THE%20COMPANY) Stardust Power Inc. is a US-based developer of battery-grade lithium products, currently in the development stage with no revenue - Stardust Power Inc. is an American developer of battery-grade lithium products, focused on fostering energy independence in the United States, and is developing a lithium refinery capable of producing up to **50,000 metric tons per annum**[28](index=28&type=chunk) - The Company completed a business combination on July 8, 2024, which was accounted for as a reverse recapitalization, with Legacy Stardust Power deemed the accounting acquirer[29](index=29&type=chunk)[30](index=30&type=chunk)[32](index=32&type=chunk) [NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202%20%E2%80%93%20BASIS%20OF%20PRESENTATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The Company's financial statements are prepared under U.S. GAAP, with substantial doubt about its ability to continue as a going concern - The Company has an accumulated deficit of **$60,133,086** and stockholders' deficit of **$3,887,464** as of June 30, 2025, raising substantial doubt about its ability to continue as a going concern[40](index=40&type=chunk) - Management plans to raise additional capital from equity issuance or borrowings to fund operating and investing activities for the next year, as current cash and available investments are deemed inadequate[45](index=45&type=chunk) Recent Capital Raising Activities (Six months ended June 30, 2025) | Activity | Shares Issued | Gross Proceeds | | :------------------------------------ | :------------ | :------------- | | Common Stock Purchase Agreement | 164,601 | $118,874 | | Public Offering (Jan 2025) | 4,792,000 | $5,750,400 | | Warrant Inducement Exercise (Mar 2025)| 4,792,000 | $2,971,040 | | Public Offering (June 2025) | 21,500,000 | $4,300,000 | | Over-allotment Exercise (June 2025) | 1,100,000 | $220,000 | [NOTE 3 - COMMITMENTS AND CONTINGENCIES](index=16&type=section&id=NOTE%203%20-%20COMMITMENTS%20AND%20CONTINGENCIES) The Company is involved in routine legal proceedings and has commitments including a promissory note, an engineering agreement, and a license agreement - A promissory note with IGL for **$316,000** (plus interest, totaling **$332,363** as of June 30, 2025) is outstanding, secured by IGL's rights in the Liberty Lithium Brine Project[58](index=58&type=chunk) - The Company has an engineering agreement with Primero USA, Inc. for approximately **$4.7 million** for services related to its Lithium Facility, with no pending performance as of June 30, 2025[59](index=59&type=chunk) - An exclusive license agreement with KMX Technologies, Inc. grants the Company use of VMD Technology for its refining and upstream operations, requiring exclusive purchase of KMX VMD Units[60](index=60&type=chunk) [NOTE 4 – COMMON STOCK](index=17&type=section&id=NOTE%204%20%E2%80%93%20COMMON%20STOCK) This note details common stock and warrant transactions, including public offerings, warrant inducements, and the accounting for Sponsor Earnout Shares - As of June 30, 2025, **84,274,837** shares of Common Stock were issued and outstanding, up from **47,736,279** shares at December 31, 2024[64](index=64&type=chunk) - Sponsor Earnout Shares (**1,000,000 shares**) are classified as a liability and valued at **$4,700** as of June 30, 2025, down from **$532,700** at December 31, 2024, due to changes in fair value[65](index=65&type=chunk)[66](index=66&type=chunk) - The Company entered into a Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC to sell up to **$50 million** of common stock, issuing **164,601 shares** for net proceeds of **$118,874** during the six months ended June 30, 2025[68](index=68&type=chunk)[73](index=73&type=chunk) - Public offerings and warrant inducements in January and June 2025 generated aggregate gross proceeds of approximately **$5.75 million**, **$2.97 million**, and **$4.52 million**, respectively, for working capital and facility development[74](index=74&type=chunk)[75](index=75&type=chunk)[77](index=77&type=chunk) - The Company issued **500,000 shares** of Common Stock to KMX Technologies, Inc. as a royalty for an exclusive license agreement for VMD Technology[79](index=79&type=chunk)[80](index=80&type=chunk) [NOTE 5 – STOCK BASED COMPENSATION](index=21&type=section&id=NOTE%205%20%E2%80%93%20STOCK%20BASED%20COMPENSATION) Stock-based compensation expenses for options, RSUs, and PSUs increased significantly in 2025 under the 2023 and 2024 Equity Incentive Plans Stock-Based Compensation Expense (General and Administrative Expenses) | Award Type | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------- | :----------------------------- | :----------------------------- | | Stock Options | $50,826 | $117,724 | | 2023 Plan RSUs | $2,392,528 | $0 | | 2024 Plan RSUs | $1,374,077 | $0 | | PSUs | $563,248 | $0 | - Total unvested compensation cost for stock options, RSUs, and PSUs as of June 30, 2025, was **$193,366**, **$2,922,454** (employees), **$699,588** (consultants), and **$2,514,388**, respectively, to be recognized over weighted average periods of **1.96 to 3.21 years**[93](index=93&type=chunk)[97](index=97&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk)[107](index=107&type=chunk) [NOTE 6 – ACCOUNTING FOR WARRANTS LIABILITY](index=26&type=section&id=NOTE%206%20%E2%80%93%20ACCOUNTING%20FOR%20WARRANTS%20LIABILITY) The Company's public and private warrants are classified as derivative liabilities and their fair value significantly decreased from December 31, 2024, to June 30, 2025 - As of June 30, 2025, there were **10,430,800** warrants outstanding, including **4,864,133 Public Warrants** and **5,566,667 Private Warrants**[108](index=108&type=chunk) - Warrants are accounted for as derivative liabilities due to settlement provisions and are valued at fair value at each reporting period[113](index=113&type=chunk) Warrant Liability Fair Value | Description | As of June 30, 2025 | As of December 31, 2024 | | :---------------- | :------------------ | :---------------------- | | Public warrants | $130,359 | $1,143,071 | | Private warrants | $149,186 | $1,308,166 | | Total | $279,545 | $2,451,237 | [NOTE 7 – INVESTMENT IN EQUITY SECURITIES](index=28&type=section&id=NOTE%207%20%E2%80%93%20INVESTMENT%20IN%20EQUITY%20SECURITIES) The Company holds strategic equity investments in QXR and IRIS Metals, with a realized loss on IRIS Metals sales during the period - Investment in QXR ordinary shares was **$18,228** as of June 30, 2025, with a recognized loss of **$16,479** for the six months ended June 30, 2025, due to fair value changes[119](index=119&type=chunk) - Investment in IRIS Metals Limited was **$576,571** as of June 30, 2025, down from **$1,461,715** at December 31, 2024, with a recognized loss of **$711,655** for the six months ended June 30, 2025, due to fair value changes[121](index=121&type=chunk) - During the three months ended June 30, 2025, the Company sold **1,175,000 ordinary shares** of IRIS Metals for **$78,311**, resulting in a realized loss of **$95,178**, and subsequently sold all remaining IRIS Metals investment after quarter end[121](index=121&type=chunk) [NOTE 8 – SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE NOTES)](index=29&type=section&id=NOTE%208%20%E2%80%93%20SIMPLE%20AGREEMENT%20FOR%20FUTURE%20EQUITY%20(SAFE%20NOTES)) SAFE notes converted into **636,916 shares** of Common Stock upon the Business Combination, eliminating the need for further fair valuation - SAFE notes converted into **636,916 Common Stock shares** of the Company following the Business Combination on July 8, 2024, eliminating the need for further fair valuation[126](index=126&type=chunk) [NOTE 9 – CONVERTIBLE NOTES](index=30&type=section&id=NOTE%209%20%E2%80%93%20CONVERTIBLE%20NOTES) Convertible notes converted into **257,216 shares** of the Company's Common Stock upon the Business Combination, requiring no further fair valuation - Convertible notes converted into **257,216 shares** of the Company's Common Stock upon the Business Combination, resulting in no outstanding balance as of June 30, 2025[128](index=128&type=chunk) [NOTE 10 – FAIR VALUE MEASUREMENTS](index=30&type=section&id=NOTE%2010%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) This note summarizes fair value measurements for assets and liabilities, including significant reductions in sponsor earnout liability Fair Value Measurements of Financial Assets and Liabilities | Description | Fair Value as at June 30, 2025 | Fair Value as at December 31, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | **Financial Assets:** | | | | Investment in equity securities | $594,799 | $1,496,422 | | **Financial Liabilities:** | | | | Sponsor earnout shares | $4,700 | $532,700 | - The fair value of sponsor earnout shares, a Level 3 liability, decreased from **$532,700** at December 31, 2024, to **$4,700** at June 30, 2025, reflecting a change in fair value of **$(528,000)** for the six months ended June 30, 2025[129](index=129&type=chunk)[130](index=130&type=chunk) [NOTE 11 – SEGMENT REPORTING](index=31&type=section&id=NOTE%2011%20%E2%80%93%20SEGMENT%20REPORTING) The Company operates as a single reportable operating segment, with disaggregated general and administrative expenses provided for detail - The Company has a single reportable operating segment, reflecting a common management team and unified cash flows[131](index=131&type=chunk) Disaggregated General and Administrative Expenses | Expense Category | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Payroll and related taxes| $3,207,013 | $602,187 | $6,763,660 | $1,072,465 | | Professional and consulting fees | $(885,117) | $321,367 | $337,557 | $844,992 | | Legal fees | $266,727 | $112,923 | $479,662 | $198,151 | | Insurance | $146,418 | $26,994 | $291,456 | $53,989 | | Other | $301,306 | $203,588 | $912,659 | $332,828 | | **Total** | **$3,036,347** | **$1,267,059** | **$8,784,994** | **$2,502,425** | [NOTE 12 – RELATED PARTY TRANSACTIONS](index=32&type=section&id=NOTE%2012%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) The Company engaged in various related party transactions, including short-term loans that have been fully repaid and settled with common stock and warrants - Loans from DRE Chicago LLC (**$250,000**) and Endurance Antarctica Partners II, LLC (**$1,750,000**) with **15% interest** and equity kickers were fully repaid by June 30, 2025, with common stock and warrants issued as settlement[134](index=134&type=chunk)[135](index=135&type=chunk)[139](index=139&type=chunk) - The Company drew and repaid **$250,000** from Energy Transition Investors LLC in June 2025, under an unsecured notes payable agreement, with **$840,000** still available to draw[136](index=136&type=chunk) Related Party Expenses (Six months ended June 30, 2025) | Related Party | Expense Type | Amount | | :------------------------------ | :----------- | :----- | | Energy Transition Investors LLC | Interest | $422 | | DRE Chicago LLC | Interest | $7,187 | | Endurance Antarctica Partners II, LLC | Interest | $51,042| | **Total** | | **$58,651** | [NOTE 13 - ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES](index=33&type=section&id=NOTE%2013%20-%20ACCRUED%20LIABILITIES%20AND%20OTHER%20CURRENT%20LIABILITIES) Accrued liabilities and other current liabilities decreased from **$4.7 million** at December 31, 2024, to **$4.3 million** at June 30, 2025 Accrued Liabilities and Other Current Liabilities | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Accrued expenses | $1,768,964 | $1,787,985 | | Capital market advisory fees| $1,419,388 | $1,500,000 | | Personnel related liabilities | $1,130,232 | $1,400,141 | | Accrued Interest | $422 | $34,561 | | **Total** | **$4,319,006**| **$4,722,687** | [NOTE 14 – SHORT-TERM LOANS](index=33&type=section&id=NOTE%2014%20%E2%80%93%20SHORT-TERM%20LOANS) All short-term loan arrangements, including insurance funding and other loans from related and unrelated parties, were fully repaid by June 30, 2025 - Insurance funding loans of **$510,000** (AFCO) and **$80,800** (First Insurance Funding) were fully repaid by June 30, 2025[141](index=141&type=chunk)[142](index=142&type=chunk)[226](index=226&type=chunk) - Other short-term loans totaling **$3,550,000** (including **$1,750,000** from Endurance and **$1,800,000** from other lenders) with **15% interest** and equity kickers were fully repaid by June 30, 2025, with common stock and warrants issued[143](index=143&type=chunk)[144](index=144&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk) Outstanding Short-Term Loan Arrangements | Loan Type | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Insurance funding loan | $0 | $258,552 | | Short-term loans from related parties | $0 | $5,875,000 | | Other short-term loans | $0 | $3,875,000 | | **Total** | **$0** | **$10,008,552** | [NOTE 15 – PROMISSORY NOTES AND WRITE-OFFS](index=35&type=section&id=NOTE%2015%20%E2%80%93%20PROMISSORY%20NOTES%20AND%20WRITE-OFFS) The Company wrote off a promissory note balance of **$182,481** and a deposit of **$50,000** due to diminished likelihood of definitive agreements - A promissory note with IGX Minerals LLC, including interest, totaling **$182,481** was written off due to diminished recoverability and likelihood of strategic partnership[148](index=148&type=chunk) - A **$50,000** non-refundable deposit related to a Letter of Intent with Usha Resources Ltd. was written off as the likelihood of a definitive agreement significantly diminished[149](index=149&type=chunk) [NOTE 16 – SUBSEQUENT EVENTS](index=35&type=section&id=NOTE%2016%20%E2%80%93%20SUBSEQUENT%20EVENTS) The Company evaluated subsequent events through the issuance date and found no other material impacts on the financial statements [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition, operations, and future outlook, emphasizing its development stage and capital needs [Company Overview and History](index=36&type=section&id=Company%20Overview%20and%20History) Stardust Power is a development-stage US-based battery-grade lithium manufacturer, developing a large-scale refinery in Oklahoma to foster clean energy independence - Stardust Power is a development-stage battery-grade lithium manufacturer focused on clean energy independence for America, developing a large-scale lithium refinery in Oklahoma[155](index=155&type=chunk) - The Company aims to produce up to **50,000 metric tons per annum** of battery-grade lithium, sourcing brine feedstock from various suppliers, including the oil and gas industry[28](index=28&type=chunk)[156](index=156&type=chunk) - Key market drivers include demand for battery-grade lithium from EVs, automotive OEMs seeking domestic supply, governmental incentives, and geopolitical climate creating national security priority[157](index=157&type=chunk) - Stardust Power LLC received an illustrative incentive analysis for up to **$257 million** in performance-based incentives from the State of Oklahoma[158](index=158&type=chunk) [Recent Developments](index=37&type=section&id=Recent%20Developments) Recent developments include a site purchase, significant financing activities, an engineering agreement, and Nasdaq non-compliance notices - The Company finalized the purchase of a **66-acre site** in Southside Industrial Park, Muskogee, Oklahoma, for **$1,662,030** on December 16, 2024[160](index=160&type=chunk) - Recent financing activities include a **$550,000 private placement**, a public offering of **4,792,000 shares** and warrants for **$5.75 million**, and a warrant inducement exercise generating **$3 million**[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk) - A June 2025 public offering of **21,500,000 shares** (plus **1,100,000 over-allotment**) at **$0.20 per share** generated approximately **$4.52 million gross proceeds**, intended for the Definitive Feasibility Study and working capital[164](index=164&type=chunk) - The Company entered into an engineering agreement with Primero USA, Inc. for approximately **$4.7 million** for engineering, design, and consultancy services for its Lithium Facility, due for completion in Q3 2025[165](index=165&type=chunk) - Stardust Power received notices from Nasdaq for non-compliance with market value of publicly held shares, minimum bid price, and market value of listed securities rules, with compliance deadlines in September 2025[171](index=171&type=chunk)[172](index=172&type=chunk)[174](index=174&type=chunk) [Key Factors Affecting Our Performance](index=40&type=section&id=Key%20Factors%20Affecting%20Our%20Performance) The Company's future success depends on commencing commercial operations, establishing a robust partnership ecosystem, and securing adequate capital investment - Success depends on commencing commercial operations of the lithium refinery, which is planned in two phases to reach a total capacity of up to **50,000 tpa**[176](index=176&type=chunk)[177](index=177&type=chunk) - A critical factor is the ability to execute and expand a partnership ecosystem for sourcing lithium brine feedstock and maintaining technology arrangements with strategic affiliations[179](index=179&type=chunk) - Adequate capital raise is essential, as the Company is a development-stage entity with no revenues and accumulated losses, requiring significant investment to fund operations and achieve business objectives[180](index=180&type=chunk)[181](index=181&type=chunk) [Key Business Metrics, Non-GAAP Measure](index=41&type=section&id=Key%20Business%20Metrics,%20Non-GAAP%20Measure) As a development-stage company, Stardust Power currently lacks traditional financial key business metrics but anticipates tracking several upon commercial operations - Expected key business metrics upon commencing commercial production include Raw Material Cost/ton, Selling Price/ton, Capex/ton, Opex/ton, and Capacity Utilization[183](index=183&type=chunk) - Non-GAAP measures like EBITDA and EBITDA margins will be reported once commercial production and sales of battery-grade lithium commence[184](index=184&type=chunk) [Business and Macroeconomic Conditions](index=42&type=section&id=Business%20and%20Macroeconomic%20Conditions) The Company's business and financial condition are impacted by adverse and uncertain macroeconomic conditions, including high inflation and rising interest rates - Adverse macroeconomic conditions such as higher inflation, interest rates, supply chain challenges, and capital market volatility are impacting the Company's business and financial condition[185](index=185&type=chunk) [Components of Results of Operations](index=42&type=section&id=Components%20of%20Results%20of%20Operations) The Company currently has no revenue or cost of goods sold, with expenses primarily consisting of general and administrative costs and fair value changes of financial instruments - The Company has not generated any revenue or incurred cost of goods sold to date, expecting future revenue from battery-grade lithium sales, primarily to the EV market, under long-term contracts[186](index=186&type=chunk)[187](index=187&type=chunk) - General and administrative expenses include consulting, professional services, personnel costs (including stock-based compensation), legal, insurance, investor relations, and marketing, expected to increase with facility setup and public company operations[188](index=188&type=chunk) - Other income (expenses) include interest income from promissory notes, interest expense from insurance funding and short-term loans, finance charges (make-whole provision), and fair value changes of equity investments, SAFE notes, convertible notes, earnout shares, and warrant liabilities[189](index=189&type=chunk)[190](index=190&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk) [Results of Operations](index=44&type=section&id=Results%20of%20Operations) Net loss increased to $(7.5) million for the six months ended June 30, 2025, primarily due to higher general and administrative expenses Condensed Consolidated Statements of Operations Summary | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | General and administrative expenses | $3,036,347 | $1,267,059 | $8,784,994 | $2,502,425 | | Operating Loss | $(3,036,347) | $(1,267,059) | $(8,784,994) | $(2,502,425) | | Total other expenses (income) | $(668,091) | $(1,427,303) | $1,270,856 | $(1,591,150) | | Net Loss | $(3,704,438) | $(2,694,362) | $(7,514,138) | $(4,093,575) | - General and administrative expenses increased by **$6,282,569** for the six months ended June 30, 2025, primarily due to higher employee-related costs (including stock-based compensation) and legal fees[205](index=205&type=chunk) - The Company recognized income from changes in fair value of warrant liability (**$2,171,692**) and earnout shares (**$528,000**) for the six months ended June 30, 2025, compared to no such income in the prior year[212](index=212&type=chunk)[213](index=213&type=chunk) - Losses on write-off of promissory notes and deposits totaled **$232,481** for the six months ended June 30, 2025, due to terminated strategic partnerships[215](index=215&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) The Company faces substantial doubt about its ability to continue as a going concern due to an accumulated deficit and significant estimated refinery costs - As of June 30, 2025, the Company had an accumulated deficit of **$60,133,086** and stockholders' deficit of **$3,887,464**, indicating substantial doubt about its ability to continue as a going concern[218](index=218&type=chunk)[221](index=221&type=chunk) - The estimated total refinery cost is **$1,165 million**, which the Company intends to finance through a mix of debt, equity, and potential government grants[219](index=219&type=chunk) - Recent financing activities, including public offerings and warrant exercises, have generated significant gross proceeds, but current cash and available investments are deemed inadequate for the next twelve months' working capital and capital expenditure requirements[222](index=222&type=chunk)[224](index=224&type=chunk) [Cash Flow Summary](index=50&type=section&id=Cash%20Flow%20Summary) Net cash increased by **$1.7 million** for the six months ended June 30, 2025, driven by financing activities offsetting operating and investing uses Cash Flow Summary (Six months ended) | Cash Flow Category | June 30, 2025 | June 30, 2024 | | :-------------------------------- | :------------ | :------------ | | Net cash used in operating activities | $(4,490,450) | $(2,103,926) | | Net cash used in investing activities | $(2,217,068) | $(500,387) | | Net cash provided by financing activities | $8,401,694 | $1,974,455 | | Net change in cash | $1,694,176 | $(629,858) | - Net cash used in operating activities increased by **$2,386,524**, primarily due to a higher net loss and changes in operating assets and liabilities[233](index=233&type=chunk)[234](index=234&type=chunk) - Net cash provided by financing activities increased by **$6,427,239**, mainly from public offerings and warrant inducement exercises[233](index=233&type=chunk)[238](index=238&type=chunk) [Operating and Capital Expenditure Requirements](index=51&type=section&id=Operating%20and%20Capital%20Expenditure%20Requirements) The Company's ability to continue operations depends on raising additional capital to fund significant operating and capital expenditure requirements for its refinery - The Company's ability to continue operations is dependent on raising additional capital from equity issuance or borrowings to fund operating and investing activities over the next year[240](index=240&type=chunk) - Future capital requirements depend on facility setup, capital equipment prices, preliminary costs, and potential expansion into new assets/sites for raw material access[240](index=240&type=chunk) [Commitments and Contractual Obligations](index=51&type=section&id=Commitments%20and%20Contractual%20Obligations) The Company's primary contractual obligation is an engineering agreement with Primero USA, Inc. for **$4,724,690** - The Company has an engineering agreement with Primero USA, Inc. for **$4,724,690** to provide a Front End Loading-3 (FEL-3) report[241](index=241&type=chunk) [Summary of Critical Accounting Estimates](index=52&type=section&id=Summary%20of%20Critical%20Accounting%20Estimates) This section highlights critical accounting policies and estimates involving significant judgment, including income taxes, earnout share liability, and fair value measurements - Critical accounting estimates include income taxes (deferred taxes and valuation allowances), earnout share liability, SAFE notes, and convertible notes (fair value measurements using Monte Carlo Method and probability weightings for various scenarios)[243](index=243&type=chunk)[244](index=244&type=chunk) - Prior to the business combination, the fair value of Common Stock was a critical estimate, determined by third-party appraisers using various valuation approaches and a discount for lack of marketability[245](index=245&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk) [Related Party Transactions](index=54&type=section&id=Related%20Party%20Transactions) The Company engaged in various related party transactions, including short-term loans that have been fully repaid and settled with common stock and warrants - Loans from DRE Chicago LLC (**$250,000**) and Endurance Antarctica Partners II, LLC (**$1,750,000**) with **15% interest** and equity kickers were fully repaid by June 30, 2025, with common stock and warrants issued as settlement[252](index=252&type=chunk)[253](index=253&type=chunk) - The Company has unsecured notes payable with three related parties, with **$840,000** available to draw as of June 30, 2025[254](index=254&type=chunk) [Recent Events](index=55&type=section&id=Recent%20Events) This section refers to Note 16 for details regarding subsequent events, indicating no material subsequent events were reported [Stardust Power's Risk Management Framework](index=55&type=section&id=Stardust%20Power's%20Risk%20Management%20Framework) Stardust Power's risk management framework addresses commodity price, global demand, insurance, and strategic risks through long-term agreements and proactive policies - The Company faces Commodity Price Risk due to volatility in lithium and battery metal prices, mitigated by negotiating fixed-price off-take agreements and long-term partnerships[258](index=258&type=chunk) - Global Demand and Product Pricing Risk is addressed by intending to enter **10-year long-term sales contracts** with EV manufacturers, incorporating cap and floor pricing strategies, and refining to both lithium carbonate and hydroxide[260](index=260&type=chunk) - Insurance Risk is managed by proactive environmental policies and working with best-in-class providers, while Strategic Risk is mitigated by collaborating with industry experts and leveraging senior executive team knowledge[261](index=261&type=chunk)[262](index=262&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines the Company's market risk framework, identifying various types of market risk and its current exposure [Market Risk Framework](index=56&type=section&id=Market%20Risk%20Framework) The Company's market risk management policies cover all market-sensitive data related to input and selling prices, aiming to limit risk through financing and long-term supply arrangements - Market risk management policies cover input and selling prices, with mitigation strategies including third-party financing for feedstock/logistics and long-term supply arrangements[263](index=263&type=chunk) [The Company's different types of market risk include:](index=56&type=section&id=The%20Company's%20different%20types%20of%20market%20risk%20include:) The Company identifies interest rate, liquidity, credit, operational, human capital, and legal/regulatory risks as key market risk types - Interest rate risk arises from changes in market interest rates affecting project finance and loan facilities[264](index=264&type=chunk) - Liquidity risk stems from the inability to timely access necessary funding or divest securities[265](index=265&type=chunk) - Credit risk is the potential for loss from counterparty default or deterioration in credit quality[266](index=266&type=chunk) - Operational risk relates to the ability to deliver on project plans and timelines, mitigated by developing policies and procedures[267](index=267&type=chunk) - Human Capital Risk involves attracting and retaining qualified individuals with specialized technical knowledge, addressed by competitive compensation and development opportunities[268](index=268&type=chunk) - Legal and regulatory risk includes non-compliance with applicable requirements and potential reputational loss[269](index=269&type=chunk) [Market Risk Exposure](index=57&type=section&id=Market%20Risk%20Exposure) As of June 30, 2025, the Company did not have significant interest rate risk but is exposed to credit risk on cash balances and inflation risk on costs - As of June 30, 2025, the Company did not have any significant risk for changes in interest rates[270](index=270&type=chunk) - The Company is subject to credit risk on cash balances exceeding the FDIC insured amount of **$250,000**, as it uses only one financial banking institution[271](index=271&type=chunk) - Inflation risk, particularly higher costs, could harm the business, financial condition, and results of operations, especially given the Company's limited experience in a volatile inflationary environment[272](index=272&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were effective as of June 30, 2025, with prior material weaknesses remediated - The CEO and CFO concluded that disclosure controls and procedures were effective as of June 30, 2025[275](index=275&type=chunk) - Material weaknesses identified in 2023 (implementation of COSO 13 Framework, lack of segregation of duties, control over contracts and complex financial instruments) have been remediated[276](index=276&type=chunk) - No other material changes in internal control over financial reporting occurred during the most recent fiscal quarter, beyond the remediation efforts[277](index=277&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=59&type=section&id=Item%201.%20Legal%20Proceedings) The Company is subject to routine legal and regulatory proceedings, with management not expecting a material adverse effect from current matters - The Company is subject to routine legal and regulatory proceedings and claims, with provisions made when a liability is probable and estimable[280](index=280&type=chunk) - Management does not believe current legal matters will have a material adverse effect on the Company's financial position, results of operations, or cash flows[57](index=57&type=chunk) [Item 1A. Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the Company's risk factors since its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 - There have been no material changes to the Company's risk factors since its Annual Report on Form 10-K for the fiscal year ended December 31, 2024[282](index=282&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The Company reports no unregistered sales of equity securities or use of proceeds for the period [Item 3. Defaults Upon Senior Securities](index=59&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reports no defaults upon senior securities for the period [Item 4. Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company reports no mine safety disclosures for the period [Item 5. Other Information](index=59&type=section&id=Item%205.%20Other%20Information) The Company reports no other information for the period [Item 6. Exhibits](index=60&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q, including business combination agreements and certifications Selected Exhibits | Exhibit Number | Description | | :------------- | :---------- | | 2.1† | Business Combination Agreement, dated as of November 21, 2023 | | 3.1 | Certificate of Incorporation of Global Partner Acquisition Corp II | | 10.1 | Amendment to the Common Stock Purchase Agreement, dated as of October 7, 2024 | | 31.1* | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) | | 32.1** | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 | [Signature](index=61&type=section&id=Signature) The report is officially signed on behalf of Stardust Power Inc. by Udaychandra Devasper, Chief Financial Officer, on August 13, 2025 - The report was signed by Udaychandra Devasper, Chief Financial Officer, on August 13, 2025[293](index=293&type=chunk)

Core Update - Great Pacific Gold Corp. has provided an update on its asset divestitures in Victoria, Australia, including the sale of non-core assets to Adelong Gold Limited [1][2] Asset Sales - The company sold the Golden Mountain and Lauriston Projects to Adelong, receiving total cash payments of AUD $850,000 and share issuances totaling AUD $750,000 [2] - Deferred payments include AUD $1,100,000 in Adelong shares, AUD $2.0 million in milestone payments for the Lauriston Project, and a 2% NSR on Lauriston [2] Recent Transactions - A binding assignment agreement was made with an individual investor to sell current Adelong shares and Future Consideration for an immediate payment of AUD $2,058,000 (approximately $1,830,000) [3] - The transaction has been completed, and the company has no further rights or obligations under previous agreements with Adelong [3] Remaining Assets - The company retains 3.6 million shares in Golden Cross Resources Inc., valued at approximately $2,200,000 [4] Walhalla Project Spin-out - The only remaining tenements are the Walhalla Project, covering over 1,400 km², which includes the Pinnacles target, ready for immediate drilling [5] - A 1:1 spin-out of the Walhalla Project to shareholders was announced, with an Arrangement Agreement resulting in AUD $1,500,000 received [6][7] - Progress is being made on the spin-out, including the preparation of a NI43-101 technical report and financial statements [7] Regulatory Approval - The spin-out transaction is subject to approval from the TSX Venture Exchange and conditions outlined in the June 23, 2025 news release [8] Company Overview - Great Pacific Gold focuses on exploration-stage projects in Papua New Guinea, with core projects including the Kesar Project, Tinga Valley Project, Wild Dog Project, and Arau Project [10][12][15]