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Global Partner Acquisition II(GPAC) - 2025 Q1 - Quarterly Report

Lithium Refinery Development - Stardust Power is developing a large-scale lithium refinery in Oklahoma to supply battery-grade lithium primarily for the electric vehicle market [171]. - The company is in the development stage and has purchased a site in Muskogee, Oklahoma, for its planned refinery, which will have a phased capacity of up to 50,000 metric tons per annum [192][193]. - The refinery will utilize a technological innovation allowing it to refine various sources of lithium brine, aiming to produce a consistent feedstock [194]. - The total refinery cost is estimated at $1,165 million, with plans to finance through a mix of debt, equity, and potential government grants [232]. Financial Performance - The company has not generated any revenue since inception and has been operating at a loss, with a net loss of $3,809,700 for the three months ended March 31, 2025, compared to a net loss of $1,399,213 for the same period in 2024 [217]. - General and administrative expenses increased significantly to $5,748,648 for the three months ended March 31, 2025, up from $1,235,366 in the prior year, reflecting an increase of $4,513,282 [217]. - As of March 31, 2025, the accumulated deficit was $56,428,648, up from $52,618,948 as of December 31, 2024 [231]. - The company has not earned any revenue and has been operating at a loss since inception, with a stockholders' deficit of $12,835,162 as of March 31, 2025 [234]. Capital and Financing - The company received up to $257 million in performance-based incentives from the State of Oklahoma, contingent on job creation and capital expenditures [174]. - Stardust Power secured a loan of $1.75 million from Endurance Antarctica Partners II, LLC, with a 15% interest rate, maturing in March 2025 [185]. - The company has issued promissory notes totaling $492,000 with an interest rate of 6%, maturing in 2025, to support its financing needs [205]. - The Company anticipates funding its near-term operations through the sale of equity securities, promissory notes, and debt financing [233]. - The Company plans to raise additional capital through equity issuance or borrowings to fund operations and investments over the next year [252]. Compliance and Regulatory Issues - The company received notices from Nasdaq regarding non-compliance with listing standards due to market value and bid price issues [186]. - The company has a compliance period until September 15, 2025, to regain compliance with Nasdaq's Minimum Price Rule, requiring a minimum bid price of $1.00 per share for 10 consecutive business days [187]. - The company must also comply with the MVPHS Rule by maintaining a market value of publicly held shares of at least $15,000,000 for 10 consecutive business days by September 15, 2025 [188]. - The MVLS Rule requires the company to achieve a market value of listed securities of $50,000,000 for 10 consecutive business days by September 30, 2025, to avoid delisting [189]. Strategic Partnerships and Agreements - The company entered into a non-binding letter agreement with Sumitomo for a long-term offtake agreement to supply 20,000 metric tons of lithium carbonate annually, with potential to increase to 25,000 metric tons [182]. - Stardust Power purchased 10 million shares (approximately 6% equity) of IRIS Metals Limited for $1.6 million to explore strategic partnerships in lithium production [181]. - The company has entered into an engineering agreement with Primero USA, Inc. for approximately $4.7 million to assist in the development of its lithium facility [180]. - The Company is negotiating fixed price off-take agreements to mitigate commodity price risks associated with lithium hydroxide and lithium carbonate [274]. - The Company plans to enter into 10-year long-term sales contracts with EV manufacturers to stabilize product pricing and manage supply chain risks [276]. Cash Flow and Operating Activities - For the three months ended March 31, 2025, net cash used in operating activities was $2,875,187, a significant increase from $934,680 in the same period of 2024, reflecting a net loss of $3,809,700 [246][247]. - Net cash provided by financing activities for the three months ended March 31, 2025, was $4,511,080, primarily from a public offering that generated gross proceeds of $5,750,400 [250]. - For the three months ended March 31, 2025, net cash used in investing activities was $960,332, mainly for capital project costs related to refinery construction [249]. Risks and Challenges - The company has a limited operating history and faces significant risks and challenges, including competition and macroeconomic conditions [198][201]. - The Company is currently facing a volatile inflationary environment, which could impact its financial condition and operations [289]. - The Company is subject to credit risk for cash balances exceeding the FDIC insured amount of $250,000, with only one financial banking institution [288]. - As of March 31, 2025, the Company had no significant risk related to changes in interest rates [287].