Global Partner Acquisition II(GPAC) - 2025 Q2 - Quarterly Report

Cautionary Statement Regarding Forward-Looking Statements 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][11] - 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] PART I – FINANCIAL INFORMATION Item 1. Financial Statements This section presents Stardust Power Inc.'s unaudited condensed consolidated financial statements and notes for recent periods Condensed Consolidated Balance Sheets 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 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][205] - 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][213] Condensed Consolidated Statements of Changes in Shareholders' Deficit 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 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][234] - 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][238] Notes to Condensed Consolidated Financial Statements These notes provide detailed disclosures on the Company's business, accounting policies, financial instruments, and equity transactions NOTE 1 – DESCRIPTION OF THE COMPANY 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] - 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][30][32] NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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] - 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] 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 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] - 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] - 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] NOTE 4 – COMMON STOCK 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] - 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][66] - 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][73] - 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][75][77] - 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][80] NOTE 5 – STOCK BASED COMPENSATION 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][97][104][105][107] NOTE 6 – ACCOUNTING FOR WARRANTS LIABILITY 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] - Warrants are accounted for as derivative liabilities due to settlement provisions and are valued at fair value at each reporting period[113] 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 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] - 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] - 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] NOTE 8 – SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE NOTES) 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] NOTE 9 – CONVERTIBLE NOTES 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] NOTE 10 – FAIR VALUE MEASUREMENTS 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][130] NOTE 11 – SEGMENT REPORTING 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] 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 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][135][139] - 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] 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 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 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][142][226] - 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][144][231][232] 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 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] - 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] NOTE 16 – SUBSEQUENT EVENTS 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 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 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] - 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][156] - 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] - Stardust Power LLC received an illustrative incentive analysis for up to $257 million in performance-based incentives from the State of Oklahoma[158] Recent Developments 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] - 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][162][163] - 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] - 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] - 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][172][174] Key Factors Affecting Our Performance 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][177] - 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] - 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][181] Key Business Metrics, Non-GAAP Measure 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] - Non-GAAP measures like EBITDA and EBITDA margins will be reported once commercial production and sales of battery-grade lithium commence[184] Business and Macroeconomic Conditions 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] Components of Results of Operations 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][187] - 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] - 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][190][194][195][196][197][198] Results of Operations 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] - 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][213] - 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] Liquidity and Capital Resources 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][221] - 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] - 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][224] Cash Flow Summary 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][234] - Net cash provided by financing activities increased by $6,427,239, mainly from public offerings and warrant inducement exercises[233][238] Operating and Capital Expenditure Requirements 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] - Future capital requirements depend on facility setup, capital equipment prices, preliminary costs, and potential expansion into new assets/sites for raw material access[240] Commitments and Contractual Obligations 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] Summary of Critical Accounting Estimates 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][244] - 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][246][247] Related Party Transactions 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][253] - The Company has unsecured notes payable with three related parties, with $840,000 available to draw as of June 30, 2025[254] Recent Events This section refers to Note 16 for details regarding subsequent events, indicating no material subsequent events were reported Stardust Power's Risk Management Framework 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] - 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] - 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][262] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section outlines the Company's market risk framework, identifying various types of market risk and its current exposure Market Risk Framework 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] The Company's different types of market risk include: 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] - Liquidity risk stems from the inability to timely access necessary funding or divest securities[265] - Credit risk is the potential for loss from counterparty default or deterioration in credit quality[266] - Operational risk relates to the ability to deliver on project plans and timelines, mitigated by developing policies and procedures[267] - Human Capital Risk involves attracting and retaining qualified individuals with specialized technical knowledge, addressed by competitive compensation and development opportunities[268] - Legal and regulatory risk includes non-compliance with applicable requirements and potential reputational loss[269] Market Risk Exposure 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] - 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] - 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] Item 4. Controls and Procedures 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] - 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] - No other material changes in internal control over financial reporting occurred during the most recent fiscal quarter, beyond the remediation efforts[277] PART II – OTHER INFORMATION Item 1. Legal Proceedings 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] - 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] Item 1A. Risk Factors 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Company reports no unregistered sales of equity securities or use of proceeds for the period Item 3. Defaults Upon Senior Securities The Company reports no defaults upon senior securities for the period Item 4. Mine Safety Disclosures The Company reports no mine safety disclosures for the period Item 5. Other Information The Company reports no other information for the period Item 6. Exhibits 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 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]