Company Overview - Stardust Power aims to secure U S energy leadership through battery-grade lithium production[10] - The company is developing one of the largest lithium refineries in the US, with a capacity of 50,000 metric tons per annum[20] - The company has secured approximately 66 acres in Muskogee, Oklahoma, for its lithium refinery[56] Market and Demand - Lithium demand is expected to increase more than 20-fold due to the growth of electric vehicles[22] - The US lithium market is projected to reach 321,000 tons LCE by 2030[78] - The global fleet of passenger electric vehicles is expected to increase from 27 million in 2022 to approximately 107 million units in 2026[82] Financials and Incentives - The company may be eligible for up to $257 million in performance-based incentives from the State of Oklahoma[20, 65] - As of June 18, 2025, Stardust Power has 823 million common shares outstanding[72] - As of June 18, 2025, the market capitalization is $1588 million[72] Strategy and Supply Chain - Stardust Power has signed offtake agreements with GeoLithium and QX Resources for North American brine sources[52] - The company controls 35,000 acres at the Jackpot Lake Lithium Brine Project in Nevada[52] - The company plans a phased approach to lithium production, scaling up to 50,000 metric tons per annum[20, 59]

[Cautionary Statement Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Statement%20Regarding%20Forward-Looking%20Statements) Forward-looking statements are not guarantees; actual results may differ due to unpredictable factors and risks beyond control - Forward-looking statements are illustrative and not guarantees; actual events and circumstances are difficult to predict and may differ materially from assumptions due to factors 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, the need to raise capital, ability to maintain Nasdaq listing, ability to regain compliance with Nasdaq rules, ability to obtain debt financing, liquidity of common stock and warrants, potential conflicts of interest, future financial performance, ability to retain key personnel, ability to manage future growth, ability to operate in the lithium industry, ability to enter into off-take agreements, ability to develop new products, effects of competition, market demand for lithium products, changes in domestic and foreign conditions, litigation outcomes, laws and regulations, and internal control weaknesses[15](index=15&type=chunk) [PART I – FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This part presents unaudited condensed consolidated financial statements, management's discussion, market risk disclosures, and controls and procedures [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in shareholders' deficit, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets present the company's financial position, detailing assets, liabilities, and stockholders' deficit changes between periods | Metric | June 30, 2025 (unaudited) | 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 AND STOCKHOLDERS' EQUITY (DEFICIT)** | | | | Total current liabilities | $14,905,573 | $24,997,170 | | Warrant liability | $279,545 | $2,451,237 | | Total liabilities | $15,190,926 | $28,408,921 | | Total stockholders' deficit | $(3,887,464) | $(19,385,784) | - Cash increased by **$1,694,176** to **$2,606,750** as of June 30, 2025, compared to December 31, 2024[18](index=18&type=chunk) - Total stockholders' deficit significantly improved, decreasing from **$(19,385,784)** to **$(3,887,464)** as of June 30, 2025[18](index=18&type=chunk) [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations detail the company's revenues, expenses, and net loss for the three and six months ended June 30, 2025 and 2024 | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 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) | $(0.10) | | Weighted average common shares outstanding (Basic & Diluted) | 63,198,151 | 39,977,333 | 58,116,801 | 39,938,310 | - The company reported no revenue for both the three and six months ended June 30, 2025, and 2024[20](index=20&type=chunk) - Net loss increased to **$(3,704,438)** for the three months ended June 30, 2025, from **$(2,694,362)** in the prior year, and to **$(7,514,138)** for the six months ended June 30, 2025, from **$(4,093,575)** in the prior year[20](index=20&type=chunk) [Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) This statement tracks changes in common stock, additional paid-in capital, and accumulated deficit, affecting total stockholders' deficit | Metric | December 31, 2024 | June 30, 2025 | Change | | :-------------------------------- | :------------------ | :------------------ | :------------------ | | Common Stock Shares | 47,736,279 | 84,274,837 | +36,538,558 | | Common Stock Amount | $4,603 | $8,292 | +$3,689 | | Additional paid-in capital | $33,228,561 | $56,237,330 | +$23,008,769 | | Accumulated Deficit | $(52,618,948) | $(60,133,086) | $(7,514,138) | | Total Stockholders' Deficit | $(19,385,784) | $(3,887,464) | +$15,498,320 | - The total number of common stock shares issued and outstanding increased by **36,538,558** shares, from **47,736,279** as of December 31, 2024, to **84,274,837** as of June 30, 2025[23](index=23&type=chunk) - Additional paid-in capital increased by **$23,008,769**, reflecting various equity issuances including public offerings and warrant inducements[23](index=23&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement summarizes cash flows from operating, investing, and financing activities, showing the net change in cash for the period | Cash Flow Activity | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change | | :------------------------------------ | :----------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(4,490,450) | $(2,103,926) | $(2,386,524) | | Net cash used in investing activities | $(2,217,068) | $(500,387) | $(1,716,681) | | Net cash provided by financing activities | $8,401,694 | $1,974,455 | $6,427,239 | | Net (decrease)/increase in cash | $1,694,176 | $(629,858) | $2,324,034 | | Cash at the end of the period | $2,606,750 | $641,966 | +$1,964,784 | - Net cash used in operating activities more than doubled, increasing from **$(2,103,926)** in H1 2024 to **$(4,490,450)** in H1 2025, driven by higher net loss and non-cash adjustments[25](index=25&type=chunk)[234](index=234&type=chunk) - Net cash provided by financing activities surged from **$1,974,455** to **$8,401,694**, mainly from public offerings and warrant exercises, offsetting operational and investment cash outflows[25](index=25&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 explanations of the company's significant accounting policies, financial statement line items, and other disclosures [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 an American developer of battery-grade lithium products, developing a refinery with 50,000 metric tons per annum capacity, currently without revenue - Stardust Power Inc. is an American developer of battery-grade lithium products, currently developing a lithium refinery capable of producing up to **50,000 metric tons per annum**, and has not yet earned revenue[28](index=28&type=chunk) - The company completed a business combination on July 8, 2024, with Global Partner Acquisition Corp II (GPAC II), 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) Substantial doubt exists about the company's ability to continue as a going concern due to no revenues, significant net losses, accumulated deficit, and insufficient cash - The company's ability to continue as a going concern is in substantial doubt due to no revenues, significant net losses (**$3,704,438** for Q2 2025, **$7,514,138** for H1 2025), accumulated deficit (**$60,133,086**), and stockholders' deficit (**$3,887,464**) as of June 30, 2025, with existing cash inadequate for the next twelve months[39](index=39&type=chunk)[40](index=40&type=chunk)[45](index=45&type=chunk) - The company has raised capital through a Common Stock Purchase Agreement (**$118,874** net proceeds in H1 2025), a public offering (**$5,750,400** gross proceeds in Jan 2025), a warrant inducement exercise (**$2,971,040** gross proceeds in March 2025), and another public offering (**$4,520,000** aggregate gross proceeds in June 2025)[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) [NOTE 3 - COMMITMENTS AND CONTINGENCIES](index=16&type=section&id=NOTE%203%20-%20COMMITMENTS%20AND%20CONTINGENCIES) The company has commitments including a promissory note with IGL, an engineering agreement with Primero USA, and a license agreement with KMX Technologies - The company has a promissory note arrangement with IGL for **$316,000** (outstanding **$332,363** as of June 30, 2025) related to the Liberty Lithium Brine Project[58](index=58&type=chunk) - An engineering agreement with Primero USA, Inc. for approximately **$4.7 million** for services related to the Lithium Facility in Muskogee, Oklahoma[59](index=59&type=chunk) - An exclusive license agreement with KMX Technologies, Inc. for VMD Technology, requiring the company to exclusively purchase KMX VMD Units and pay a royalty of **500,000** shares of Common Stock[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 changes, including an increase in shares outstanding and proceeds from public offerings and warrant inducements - As of June 30, 2025, the company had **84,274,837** shares of Common Stock issued and outstanding, an increase from **47,736,279** shares as of December 31, 2024[64](index=64&type=chunk) - Sponsor Earnout Shares (**1,000,000** shares) are classified as a liability, with fair value decreasing from **$532,700** (Dec 31, 2024) to **$4,700** (June 30, 2025)[65](index=65&type=chunk)[66](index=66&type=chunk) - Public offerings and warrant inducements generated significant gross proceeds: **$5,750,400** (Jan 2025 public offering), **$2,971,040** (March 2025 warrant exercise), and **$4,520,000** (June 2025 public offering)[74](index=74&type=chunk)[75](index=75&type=chunk)[77](index=77&type=chunk) [NOTE 5 – STOCK BASED COMPENSATION](index=21&type=section&id=NOTE%205%20%E2%80%93%20STOCK%20BASED%20COMPENSATION) This note details stock-based compensation expenses for stock options, Restricted Stock Units (RSUs), and Performance Stock Units (PSUs) - Total stock-based compensation expense for stock options recognized in General and administrative expenses was **$50,826** for H1 2025 (down from **$117,724** in H1 2024) and **$25,017** for Q2 2025 (down from **$58,125** in Q2 2024)[92](index=92&type=chunk) - Total compensation expense for Restricted Stock Units (RSUs) was **$2,392,528** for H1 2025 (up from **$Nil** in H1 2024) and **$1,094,640** for Q2 2025 (up from **$Nil** in Q2 2024), following the liquidity condition met on July 8, 2024[96](index=96&type=chunk)[97](index=97&type=chunk) - Total compensation expense for Performance Stock Units (PSUs) was **$563,248** for H1 2025 (up from **$Nil** in H1 2024) and **$283,179** for Q2 2025 (up from **$Nil** in Q2 2024)[106](index=106&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) This note details the accounting for warrant liabilities, including outstanding warrants and changes in their fair value - As of June 30, 2025, there were **10,430,800** warrants outstanding (**4,864,133** Public Warrants and **5,566,667** Private Warrants), each exercisable at **$11.50** per share[108](index=108&type=chunk) | Warrant Type | Fair Value (June 30, 2025) | Fair Value (December 31, 2024) | | :---------------- | :------------------------- | :----------------------------- | | Public warrants | $130,359 | $1,143,071 | | Private warrants | $149,186 | $1,308,166 | | **Total** | **$279,545** | **$2,451,237** | - The fair value of warrant liability decreased significantly by **$2,171,692** from December 31, 2024, to June 30, 2025, reflecting changes in market conditions[114](index=114&type=chunk)[115](index=115&type=chunk) [NOTE 7 – INVESTMENT IN EQUITY SECURITIES](index=28&type=section&id=NOTE%207%20%E2%80%93%20INVESTMENT%20IN%20EQUITY%20SECURITIES) This note details investments in equity securities, including QXR and IRIS Metals shares, and their fair value changes and dispositions - Investment in QXR ordinary shares (**1.26%** equity) for strategic purposes, recorded at fair value of **$18,228** as of June 30, 2025 (down from **$34,707** as of Dec 31, 2024), with a recognized loss of **$12,448** for Q2 2025 and **$16,479** for H1 2025[117](index=117&type=chunk)[119](index=119&type=chunk) - Investment in IRIS Metals Limited ordinary shares (approx. **6%** equity) for strategic partnership exploration, recorded at fair value of **$576,571** as of June 30, 2025 (down from **$1,461,715** as of Dec 31, 2024)[120](index=120&type=chunk)[121](index=121&type=chunk) - During Q2 2025, the company sold **1,175,000** IRIS Metals shares for **$78,311**, realizing a loss of **$95,178**, and reclassified the remaining investment to current assets due to reduced likelihood of strategic relationship and liquidity needs. All IRIS Metals investment was sold subsequent to 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)) This note describes SAFE notes, their initial funding, classification as liability, and conversion into common stock upon business combination - The company received **$2,000,000** (June 2023), **$3,000,000** (Nov 2023), and **$200,000** (Feb 2024) from investors for SAFE notes[122](index=122&type=chunk)[123](index=123&type=chunk) - SAFE notes were classified as a liability and presented at fair value, but converted into **636,916** Common Stock shares upon the Business Combination on July 8, 2024, thus requiring no further fair valuation as of June 30, 2025[124](index=124&type=chunk)[126](index=126&type=chunk) [NOTE 9 – CONVERTIBLE NOTES](index=30&type=section&id=NOTE%209%20%E2%80%93%20CONVERTIBLE%20NOTES) This note details convertible notes, their initial funding, classification as liability, and conversion into common stock upon business combination - Legacy Stardust Power entered into convertible equity agreements for **$2,100,000** in April 2024[127](index=127&type=chunk) - These convertible notes were classified as a liability and presented at fair value, but converted into **257,216** shares of Common Stock upon the Business Combination, requiring no further fair valuation as of June 30, 2025[127](index=127&type=chunk)[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 details fair value measurements for equity investments and sponsor earnout shares, including valuation methodologies and changes | Asset/Liability | Fair Value (June 30, 2025) | Fair Value (December 31, 2024) | | :-------------------------- | :------------------------- | :----------------------------- | | Investment in equity securities | $594,799 | $1,496,422 | | Sponsor earnout shares | $4,700 | $532,700 | - The fair value of investment in equity securities decreased from **$1,496,422** to **$594,799**, while the sponsor earnout shares liability significantly decreased from **$532,700** to **$4,700**[129](index=129&type=chunk) - Sponsor earnout liability is a Level 3 measurement, valued using the Monte Carlo Method, which considers various potential pay-out scenarios and projections[129](index=129&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 a common management team and no distinct cash flows, in accordance with ASC 280 - The company operates as a single reportable operating segment, with a common management team and no distinct cash flows, in accordance with ASC 280[131](index=131&type=chunk)[250](index=250&type=chunk) | Expense Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 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 General and administrative expenses** | **$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) This note details related party transactions, including loan repayments, equity kickers issued, and interest expenses with affiliated entities - The company repaid a **$250,000** loan (plus **$9,166** interest) to DRE Chicago LLC and issued **104,748** shares and **52,374** warrants as an Equity Kicker during H1 2025[134](index=134&type=chunk)[139](index=139&type=chunk) - The company repaid a **$1,750,000** loan (plus **$70,000** interest) to Endurance Antarctica Partners II, LLC and issued **977,653** shares and **488,826** warrants as an Equity Kicker during H1 2025[135](index=135&type=chunk)[139](index=139&type=chunk) | Related Party | Expense Type | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | | :------------------------------------ | :----------------- | :--------------------------- | :--------------------------- | | Energy Transition Investors LLC | Interest | $422 | $422 | | DRE Chicago LLC | Interest | $0 | $7,187 | | Endurance Antarctica Partners II, LLC | Interest | $0 | $51,042 | | **Total expenses** | | **$422** | **$58,651** | [NOTE 13 - ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES](index=33&type=section&id=NOTE%2013%20-%20ACCRUED%20LIABILITIES%20AND%20OTHER%20CURRENT%20LIABILITIES) This note details accrued liabilities and other current liabilities, showing a decrease primarily due to reductions in personnel-related liabilities and accrued interest | 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** | - Total accrued liabilities and other current liabilities decreased from **$4,722,687** as of December 31, 2024, to **$4,319,006** as of June 30, 2025, primarily due to reductions in personnel-related liabilities and accrued interest[140](index=140&type=chunk) [NOTE 14 – SHORT-TERM LOANS](index=33&type=section&id=NOTE%2014%20%E2%80%93%20SHORT-TERM%20LOANS) This note details short-term loans, including the repayment of insurance funding and related party loans, along with equity kickers issued - The **$510,000** insurance funding loan from AFCO Insurance Premium Finance was fully repaid by June 2025[141](index=141&type=chunk) - Short-term loans from related parties (Endurance and DRE Chicago LLC) totaling **$3,550,000** (principal) were fully repaid during H1 2025, along with accrued interest and issuance of equity kickers (shares and warrants)[143](index=143&type=chunk)[144](index=144&type=chunk)[139](index=139&type=chunk) | 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) This note details promissory notes and write-offs, including unrecoverable notes and non-refundable deposits, resulting in recognized losses - The company wrote off a promissory note balance of **$182,481** (including interest) related to IGX Minerals LLC during Q2 2025, as the note was deemed unrecoverable[148](index=148&type=chunk) - A deposit balance of **$50,000** related to a non-refundable payment under the Jackpot LOI with Usha Resources Ltd. was written off during Q2 2025[149](index=149&type=chunk) - These write-offs resulted in a total loss of **$232,481** recognized in Other Income/Expense for the three and six months ended June 30, 2025[148](index=148&type=chunk)[149](index=149&type=chunk)[201](index=201&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 items with a material impact - The company has evaluated subsequent events through the date the consolidated financial statements were available to be issued and found no other items that would have a material impact[150](index=150&type=chunk) [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 financial condition, results of operations, future outlook, recent developments, key performance factors, and liquidity, emphasizing development stage and capital needs [Company Overview and History](index=36&type=section&id=Company%20Overview%20and%20History) Stardust Power is a U.S.-based development stage battery-grade lithium manufacturer, developing a large-scale refinery in Oklahoma to foster clean energy independence - Stardust Power is a U.S.-based development stage battery-grade lithium manufacturer focused on fostering clean energy independence, developing a large-scale lithium refinery in Oklahoma[155](index=155&type=chunk) - The company aims to source lithium brine feedstock from various suppliers and sell products primarily to the EV market, battery manufacturers, and OEMs[156](index=156&type=chunk) - Key driving factors include demand for battery-grade lithium for EVs, automotive OEMs seeking domestic supply, governmental incentives for American manufacturing, and geopolitical climate creating national security priority[157](index=157&type=chunk) [Recent Developments](index=37&type=section&id=Recent%20Developments) This section details recent developments, including site acquisition, various financing activities, 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 (Dec 2024/Jan 2025), a public offering of **4,792,000** shares and warrants for **$5,750,400** gross proceeds (Jan 2025), a warrant inducement exercise for **$2,971,040** gross proceeds (March 2025), and another public offering of **22,600,000** shares for **$4,520,000** aggregate gross proceeds (June 2025)[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk) - Received multiple Nasdaq notices (March-April 2025) for non-compliance with continued listing standards regarding market value of publicly held shares (below **$15M**), minimum bid price (below **$1.00**), and market value of listed securities (below **$50M**), with compliance deadlines in September 2025[171](index=171&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk) [Key Factors Affecting Our Performance](index=40&type=section&id=Key%20Factors%20Affecting%20Our%20Performance) Performance depends on commencing commercial operations, adequate capital raise, and key business metrics like raw material cost, selling price, capex, opex, and capacity utilization - Performance depends on commencing commercial operations, including constructing a refinery with an initial capacity of **25,000** tpa, expandable to **50,000** tpa, designed to refine different lithium brine inputs[176](index=176&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk) - Adequate capital raise is critical, as the company is a development stage entity with no revenue, operating at a loss, and has substantial doubt about its ability to continue as a going concern without additional financing[180](index=180&type=chunk)[181](index=181&type=chunk) - Key business metrics for future performance will include Raw Material Cost/ton, Selling Price/ton, Capex/ton, Opex/ton, and Capacity Utilization[183](index=183&type=chunk) [Components of Results of Operations](index=42&type=section&id=Components%20of%20Results%20of%20Operations) This section outlines components of results of operations, including revenue expectations, general and administrative expenses, and other income/expenses - The company has not generated any revenue or incurred cost of goods sold to date, expecting future revenue from battery-grade lithium sales to the EV market via long-term contracts[186](index=186&type=chunk)[187](index=187&type=chunk) - General and administrative expenses are expected to increase due to facility setup, hiring, business growth, and public company compliance costs[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 from make-whole provisions, and fair value changes in 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) This section analyzes the results of operations, highlighting significant increases in general and administrative expenses and changes in other income/expenses | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (3M) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (6M) | | :------------------------------------------ | :--------------------------- | :--------------------------- | :------------------ | :--------------------------- | :--------------------------- | :------------------ | | Revenue | - | - | - | - | - | - | | General and administrative expenses | $3,036,347 | $1,267,059 | +$1,769,288 | $8,784,994 | $2,502,425 | +$6,282,569 | | Operating Loss | $(3,036,347) | $(1,267,059) | $(1,769,288) | $(8,784,994) | $(2,502,425) | $(6,282,569) | | Total other expenses (income) | $(668,091) | $(1,427,303) | +$759,212 | $1,270,856 | $(1,591,150) | +$2,862,006 | | Net Loss | $(3,704,438) | $(2,694,362) | $(1,010,076) | $(7,514,138) | $(4,093,575) | $(3,420,563) | - General and administrative expenses increased significantly due to higher employee-related costs (including stock-based compensation), legal fees, and other administrative expenses, partially offset by reduced professional and consulting fees[205](index=205&type=chunk) - Changes in fair value of warrant liability resulted in income of **$472,515** (3M) and **$2,171,692** (6M) for 2025, while SAFE notes and convertible notes had no fair value changes in 2025 as they converted to equity in 2024[210](index=210&type=chunk)[211](index=211&type=chunk)[213](index=213&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses liquidity and capital resources, highlighting accumulated deficit, going concern doubt, and significant future capital requirements - The company has an accumulated deficit of **$60,133,086** and stockholders' deficit of **$3,887,464** as of June 30, 2025, with no revenue generated since inception[218](index=218&type=chunk)[221](index=221&type=chunk) - Substantial doubt exists about the company's ability to continue as a going concern, as existing cash and available investments are inadequate for the next twelve months, necessitating additional capital from equity issuance or borrowings[221](index=221&type=chunk)[222](index=222&type=chunk) - Primary liquidity requirements include investment in new facilities (estimated **$1,165 million** for refinery), new technologies, working capital, and general corporate needs[219](index=219&type=chunk) [Summary of Critical Accounting Estimates](index=52&type=section&id=Summary%20of%20Critical%20Accounting%20Estimates) This section summarizes critical accounting estimates for income taxes, earnout share liability, SAFE notes, convertible notes, and common stock fair value, often using Level 3 inputs and complex valuation methods - Critical accounting estimates include Income Taxes (deferred taxes, valuation allowances, uncertain tax positions), Earnout Share Liability, SAFE Notes, and Convertible Notes (fair value measurements using Level 3 inputs and Monte Carlo Method), and Fair Value of Common Stock (prior to business combination, using third-party appraisers and various valuation approaches)[243](index=243&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk) - The valuation of earnout share liability, SAFE notes, and convertible notes involves significant judgment due to probabilities of various conversion scenarios (equity financing, change in control, dissolution, stock price targets)[244](index=244&type=chunk) [Related Party Transactions](index=54&type=section&id=Related%20Party%20Transactions%20(MD%26A)) This section details related party transactions, including loan repayments, equity kickers issued, and unsecured notes payable with affiliated entities - The company fully repaid loans and issued equity kickers (shares and warrants) to DRE Chicago LLC (**$250,000** loan) and Endurance Antarctica Partners II, LLC (**$1,750,000** loan) during H1 2025[252](index=252&type=chunk)[253](index=253&type=chunk) - Unsecured notes payable with three related parties, with **$840,000** available to draw as of June 30, 2025; **$250,000** was drawn and repaid from Energy Transition Investors LLC in June 2025[254](index=254&type=chunk) [Recent Events](index=55&type=section&id=Recent%20Events%20(MD%26A)) Refers to Note 16 of the financial statements for details on subsequent events, indicating no material impact - Refers to Note 16 of the financial statements for details on subsequent events, indicating no material impact[257](index=257&type=chunk) [Stardust Power's Risk Management Framework](index=55&type=section&id=Stardust%20Power's%20Risk%20Management%20Framework) This section outlines the company's risk management framework, addressing commodity price, global demand, insurance, and strategic risks, along with mitigation strategies - The company faces Commodity Price Risk (lithium, battery metals), Global Demand and Product Pricing Risk (new supplies, emerging technologies), Insurance Risk (liabilities exceeding limits, exclusions), and Strategic Risk (executive management failing to execute vision)[258](index=258&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk) - Mitigation strategies include negotiating fixed-price off-take agreements, long-term partnerships, refining to lithium carbonate before hydroxide, proactive environmental policies, and working with industry experts and best-in-class partners[258](index=258&type=chunk)[260](index=260&type=chunk)[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 discusses the company's exposure to various market risks, including interest rate, liquidity, credit, operational, human capital, and legal/regulatory risks, and outlines mitigation strategies [Market Risk Framework](index=56&type=section&id=Market%20Risk%20Framework) This section defines the market risk framework, encompassing potential losses from price fluctuations, and outlines key risks like interest rate, liquidity, credit, operational, human capital, and legal/regulatory - Market risk encompasses potential losses from fluctuations in product market prices, managed by using third parties to finance feedstock acquisition and logistics, and entering long-term supply arrangements[263](index=263&type=chunk) - Key market risks include interest rate risk (volatility impacting project finance), liquidity risk (inability to access funding), credit risk (counterparty default), operational risk (failure to deliver on project plan), human capital risk (attracting/retaining talent), and legal/regulatory risk (non-compliance)[264](index=264&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk)[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 any significant risk for changes in interest rates - As of June 30, 2025, the company did not have any significant risk for changes in interest rates[270](index=270&type=chunk) - Credit risk exists for cash balances exceeding the FDIC insured amount of **$250,000**, as the company uses only one banking institution[271](index=271&type=chunk) - Inflation has not had a material effect on the business historically, but current volatile inflationary environment and limited experience pose potential future risks[272](index=272&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of disclosure controls and procedures, remediation efforts for material weaknesses, and commitment to effective internal controls - 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 (COSO 13 Framework implementation, segregation of duties, contract repository, expense classification, complex financial instruments) have been remediated[276](index=276&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter, other than remediation efforts[277](index=277&type=chunk) [PART II – OTHER INFORMATION](index=59&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This part covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and a list of exhibits [Item 1. Legal Proceedings](index=59&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine legal and regulatory proceedings, with provisions made for probable and estimable liabilities - The company is involved in routine legal and regulatory proceedings and claims arising in the normal course of business[280](index=280&type=chunk) - Provisions for legal liabilities are made when probable and reasonably estimable, with management continuously reviewing and adjusting these provisions[280](index=280&type=chunk) [Item 1A. Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) This section refers to comprehensive risk factors detailed in the Annual Report on Form 10-K and Item 3 of this 10-Q, with no material changes reported - Refers to the risk factors outlined in the Annual Report on Form 10-K for December 31, 2024, and Item 3 of this 10-Q[281](index=281&type=chunk) - No material changes to the company's risk factors have occurred since the Annual Report on Form 10-K[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) States that there were no unregistered sales of equity securities or use of proceeds to report - None[283](index=283&type=chunk) [Item 3. Defaults Upon Senior Securities](index=59&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) States that there were no defaults upon senior securities to report - None[284](index=284&type=chunk) [Item 4. Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) States that there were no mine safety disclosures to report - None[285](index=285&type=chunk) [Item 5. Other Information](index=59&type=section&id=Item%205.%20Other%20Information) States that there was no other information to report - None[286](index=286&type=chunk) [Item 6. Exhibits](index=60&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including business combination agreements, certificates, bylaws, and certifications - Includes Business Combination Agreements, Certificate of Incorporation, Bylaws, Amendment to Common Stock Purchase Agreement, and various certifications (CEO, CFO)[288](index=288&type=chunk) [Signature](index=61&type=section&id=Signature) This section provides the signature of the Chief Financial Officer, confirming the report's submission - The report is signed by Udaychandra Devasper, Chief Financial Officer, on August 13, 2025[293](index=293&type=chunk)

Core Viewpoint - Stardust Power Inc. is making steady progress in its lithium product development, with a focus on engineering, permitting, and infrastructure, while also beginning third-party validation of its FEL-3 study, which is expected to reduce project risk [2][5] Business Updates - The company successfully closed a public offering on June 18, 2025, raising approximately $4.52 million, including proceeds from the underwriters' partial exercise of their overallotment option [5] - A strategic partnership was formed with Ohio University to advance lithium extraction and refining technologies, aimed at accelerating research on lithium production from brine sources [5] - The company is developing a lithium processing facility in Muskogee, Oklahoma, with an anticipated capacity of producing up to 50,000 metric tons per annum of battery-grade lithium [7] Financial Highlights - As of June 30, 2025, the company had cash and cash equivalents of approximately $2.6 million and no long-term debt [3] - The net loss for the second quarter of 2025 was $3.7 million, compared to a loss of $2.7 million for the same quarter in the previous year [6] - Loss per share improved to $(0.06) for the second quarter of 2025, compared to $(0.07) for the prior year quarter [6] - Net cash used in operating activities increased to $4.5 million for the six months ended June 30, 2025, compared to $2.1 million for the prior year period [6] - Net cash used in investing activities was $2.2 million for the six months ended June 30, 2025, compared to $0.5 million for the prior year period [6] - Net cash provided by financing activities was $8.4 million for the six months ended June 30, 2025, compared to $2.0 million for the prior year period [6]

Company Overview - Stardust Power Inc. is an American developer of battery-grade lithium products aimed at enhancing America's energy leadership through resilient supply chains [4] - The company is developing a lithium refinery in Muskogee, Oklahoma, with an expected production capacity of up to 50,000 metric tons per annum of battery-grade lithium [4] - Stardust Power is committed to sustainability throughout its processes [4] Upcoming Financial Results - The company will release its second quarter 2025 financial results after market close on August 13, 2025 [1] - A conference call will be hosted by the CEO Roshan Pujari and CFO Uday Devasper at 5:30 PM ET on the same day to discuss the results [1] Accessing the Conference Call - Participants can access the call by registering through a provided link to receive dial-in information and a unique PIN [2] - A live audio webcast of the call will also be available on the company's website, with participants advised to log in at least 15 minutes early [3]

Core Points - Stardust Power Inc. announced the exercise of an over-allotment option for an additional 1,100,000 shares, resulting in gross proceeds of approximately $220,000, bringing total gross proceeds from the offering to approximately $4.52 million [1][2] - The proceeds will support the completion of the Definitive Feasibility Study (DFS) for a lithium processing facility in Muskogee, Oklahoma, which is a critical step toward a Final Investment Decision (FID) [2] - The company aims to produce up to 50,000 metric tons per annum of battery-grade lithium, contributing to America's energy leadership and sustainable supply chains [5] Financial Details - The offering was managed by Aegis Capital Corp., and the registration statement was declared effective by the SEC on June 16, 2025 [3] - The offering's gross proceeds are before deducting underwriting fees and other estimated expenses [1] Strategic Importance - The strong investor interest in the offering reflects confidence in the company's business strategy, indicating a strategic and timely decision to advance its business plan [2] - Completing the DFS will provide detailed engineering and refined capital estimates, moving the project closer to construction financing [2]

Core Points - Stardust Power Inc. has successfully closed an underwritten public offering, raising approximately $4.3 million before expenses [1][2] - The offering included 21,500,000 shares of common stock priced at $0.20 per share, with an option for Aegis Capital Corp. to purchase an additional 3,225,000 shares [2][3] - If the over-allotment option is fully exercised, total gross proceeds could reach approximately $4.9 million, which will fund the Definitive Feasibility Study for a lithium processing facility in Muskogee, Oklahoma [3] Company Overview - Stardust Power Inc. is focused on developing battery-grade lithium products to enhance America's energy leadership and build resilient supply chains [6] - The company is establishing a lithium processing facility in Muskogee, Oklahoma, with a projected capacity of producing up to 50,000 metric tons per annum of battery-grade lithium [6] - The company is committed to sustainability throughout its operations [6]

Core Viewpoint - Stardust Power Inc. has announced a public offering of common stock expected to raise approximately $4.3 million to support its operations and working capital [1][3]. Group 1: Offering Details - The offering consists of 21,500,000 shares of common stock priced at $0.20 per share [2]. - Aegis Capital Corp. has been granted a 45-day option to purchase up to 15% additional shares to cover over-allotments [2]. - The transaction is expected to close on or about June 18, 2025, pending customary closing conditions [3]. Group 2: Use of Proceeds - The net proceeds from the offering, along with existing cash, will be used for general corporate purposes and working capital [3]. Group 3: Company Overview - Stardust Power Inc. is focused on developing battery-grade lithium products to enhance America's energy leadership and is building a lithium processing facility in Muskogee, Oklahoma, with a capacity of up to 50,000 metric tons per annum [6].

Core Insights - Stardust Power Inc. has signed a Memorandum of Understanding (MOU) with Ohio University to collaborate on advanced lithium extraction and refining technologies, particularly focusing on Direct Lithium Extraction (DLE) [1][2][3] - The partnership aims to enhance research on domestic lithium processing innovations, with Stardust Power providing industry expertise and support [2][3] - This collaboration is expected to secure lithium brine feedstock for Stardust Power's lithium refinery in Muskogee, Oklahoma, which is projected to produce up to 50,000 metric tons of battery-grade lithium annually [3][5] Company Overview - Stardust Power is an American developer of battery-grade lithium products, committed to building resilient supply chains to bolster America's energy leadership [5] - The company is focused on sustainability throughout its processes and is publicly traded on Nasdaq under the ticker symbol "SDST" [5] Strategic Goals - The partnership reflects a commitment to workforce development and educational excellence, aiming to cultivate the next generation of engineers and scientists in lithium extraction and advanced battery technologies [4] - The collaboration is positioned to support U.S. energy independence and meet the growing demand for domestic battery materials [4]

Company Overview - Stardust Power aims to secure U S energy leadership through battery-grade lithium production[10] - The company is developing one of the largest lithium refineries in the US, with a planned production capacity of 50,000 metric tons per annum[20,56] - The company has secured approximately 66 acres in Muskogee, Oklahoma, for its lithium refinery[56] Market Opportunity - Lithium demand is expected to increase more than 20-fold due to the growth of electric vehicles[22,82] - By 2030, the U S lithium market is projected to reach 321,000 tons LCE[78] - The global fleet of passenger electric vehicles is expected to increase from 27 million in 2022 to approximately 107 million units in 2026[82] Financials and Incentives - Stardust Power may be eligible for up to $257 million in incentives from the State of Oklahoma[20,65] - The company's trading information as of April 30, 2025, includes 6016 million common shares outstanding and a market capitalization of $3008 million[72] - The Quality Jobs program offers a 5% cash rebate on payroll for new jobs created over 10 years[64,109] Strategy and Partnerships - Stardust Power has signed offtake agreements with GeoLithium and QX Resources, focusing on North American brine sources[52] - The company controls 35,000 acres via a LOI with Usha Resources at the Jackpot Lake Lithium Brine Project in Nevada[52] - The company is taking a vertically integrated approach to limit supply risk and ensure sourcing for refining[52]

Financial Data and Key Metrics Changes - The company is currently pre-revenue and reported cash and cash equivalents of $1.6 million as of Q1 2025, up from $0.9 million as of December 31, 2024 [25] - The accumulated deficit increased to $56.4 million in Q1 2025 from $52.6 million in FY 2024 [26] - The net loss for Q1 2025 was $3.8 million, an increase of $2.4 million year-over-year, with a loss per share of negative $0.07 compared to negative $0.04 in the prior year [26] - Net cash used in operating activities totaled $2.9 million for the quarter, compared to $0.9 million in the prior year [27] Business Line Data and Key Metrics Changes - The company is focused on advancing one of the largest lithium refineries in America, which is designed to be scalable and sustainable [5] - The operational expenses are expected to increase as the company recruits more personnel and sets up the facility [26] Market Data and Key Metrics Changes - Global demand for lithium is projected to more than double by 2030, driven by growth in electric vehicles, energy storage systems, and electrification trends [4] - The U.S. market is experiencing significant volatility due to recent tariffs and China's export restrictions, which has heightened concerns about supply chain disruptions [6] Company Strategy and Development Direction - The company aims to address the critical shortage of domestic refining capacity and is strategically positioned to support U.S. supply chain security and energy independence [5] - Stardust Power is committed to aligning with national initiatives to bolster domestic critical mineral supply chain security [8] - The company is actively engaging with policymakers to support the industry and maximize support for its refinery project [10] Management's Comments on Operating Environment and Future Outlook - Management views current market conditions as a generational opportunity and believes the evolving landscape of U.S. trade policy will benefit domestic operations [6][9] - The company is encouraged by federal support for critical minerals and sees it as a tailwind for their project [36] Other Important Information - The company has secured its general stormwater permit for construction activities and has confirmed that no industrial wastewater permit is required due to its closed-loop system [16][45] - A key service agreement has been executed with Oklahoma Gas and Electric to develop a dedicated electric substation for the planned lithium refinery [18] Q&A Session Summary Question: Timeline for the final report of the engineering study - Management expects to release the final report of the engineering study within the current quarter [31][33] Question: Impact of federal support on green energy initiatives - Management believes that the prioritization of American mineral security under the new administration creates opportunities despite pressures on green energy initiatives [36] Question: Progress on securing feedstock for refining - Management reports significant progress in discussions regarding securing domestic feedstock for refining [43] Question: Outstanding permits needed prior to FID - Management confirmed that they have secured necessary permits to move forward with construction, including stormwater and minor air permits [44][46] Question: Increase in operating cash flow - The increase in operating cash flow is attributed to project development costs and operational cost increases due to going public and additional hires [50][52] Question: DLE equipment pilot facilities - Management noted a ramp-up in upstream activity related to DLE technology and confirmed that they are using proven off-the-shelf technology for their midstream processing facility [56][58] Question: Domestic suppliers of equipment - The company is making efforts to source equipment domestically and has established guardrails to exclude equipment from foreign entities of concern [60]