Cautionary Statement Regarding Forward-Looking Statements 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 control1011 - 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 weaknesses15 PART I – FINANCIAL INFORMATION This part presents unaudited condensed consolidated financial statements, management's discussion, market risk disclosures, and controls and procedures Item 1. Financial Statements 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 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, 202418 - Total stockholders' deficit significantly improved, decreasing from $(19,385,784) to $(3,887,464) as of June 30, 202518 Condensed Consolidated Statements of Operations 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 202420 - 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 year20 Condensed Consolidated Statements of Changes in Shareholders' Deficit 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, 202523 - Additional paid-in capital increased by $23,008,769, reflecting various equity issuances including public offerings and warrant inducements23 Condensed Consolidated Statements of Cash Flows 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 adjustments25234 - 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 outflows25238 Notes to Condensed Consolidated Financial Statements 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 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 revenue28 - 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 acquirer293032 NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 months394045 - 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)41424344 NOTE 3 - COMMITMENTS AND CONTINGENCIES 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 Project58 - An engineering agreement with Primero USA, Inc. for approximately $4.7 million for services related to the Lithium Facility in Muskogee, Oklahoma59 - 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 Stock60 NOTE 4 – COMMON STOCK 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, 202464 - 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)6566 - 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)747577 NOTE 5 – STOCK BASED COMPENSATION 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 - 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, 20249697 - 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)106107 NOTE 6 – ACCOUNTING FOR WARRANTS LIABILITY 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 share108 | 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 conditions114115 NOTE 7 – INVESTMENT IN EQUITY SECURITIES 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 2025117119 - 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)120121 - 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 end121 NOTE 8 – SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE NOTES) 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 notes122123 - 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, 2025124126 NOTE 9 – CONVERTIBLE NOTES 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 2024127 - 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, 2025127128 NOTE 10 – FAIR VALUE MEASUREMENTS 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 $4,700129 - Sponsor earnout liability is a Level 3 measurement, valued using the Monte Carlo Method, which considers various potential pay-out scenarios and projections129 NOTE 11 – SEGMENT REPORTING 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 280131250 | 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 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 2025134139 - 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 2025135139 | 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 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 interest140 NOTE 14 – SHORT-TERM LOANS 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 2025141 - 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)143144139 | 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 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 unrecoverable148 - 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 2025149 - 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, 2025148149201 NOTE 16 – SUBSEQUENT EVENTS 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 impact150 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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 Oklahoma155 - The company aims to source lithium brine feedstock from various suppliers and sell products primarily to the EV market, battery manufacturers, and OEMs156 - 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 priority157 Recent Developments 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, 2024160 - 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)161162163164 - 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 2025171172173174 Key Factors Affecting Our Performance 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 inputs176177178 - 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 financing180181 - Key business metrics for future performance will include Raw Material Cost/ton, Selling Price/ton, Capex/ton, Opex/ton, and Capacity Utilization183 Components of Results of Operations 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 contracts186187 - General and administrative expenses are expected to increase due to facility setup, hiring, business growth, and public company compliance costs188 - 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 liabilities189190194195196197198 Results of Operations 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 fees205 - 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 2024210211213 Liquidity and Capital Resources 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 inception218221 - 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 borrowings221222 - Primary liquidity requirements include investment in new facilities (estimated $1,165 million for refinery), new technologies, working capital, and general corporate needs219 Summary of Critical Accounting Estimates 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)243244245 - 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 Related Party Transactions 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 2025252253 - 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 2025254 Recent Events 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 impact257 Stardust Power's Risk Management Framework 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)258260261262 - 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 partners258260261262 Item 3. Quantitative and Qualitative Disclosures About Market Risk 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 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 arrangements263 - 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)264265266267268269 Market Risk Exposure 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 rates270 - Credit risk exists for cash balances exceeding the FDIC insured amount of $250,000, as the company uses only one banking institution271 - Inflation has not had a material effect on the business historically, but current volatile inflationary environment and limited experience pose potential future risks272 Item 4. Controls and Procedures 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, 2025275 - Material weaknesses identified in 2023 (COSO 13 Framework implementation, segregation of duties, contract repository, expense classification, complex financial instruments) have been remediated276 - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter, other than remediation efforts277 PART II – OTHER INFORMATION This part covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and a list of exhibits Item 1. Legal Proceedings 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 business280 - Provisions for legal liabilities are made when probable and reasonably estimable, with management continuously reviewing and adjusting these provisions280 Item 1A. Risk Factors 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-Q281 - No material changes to the company's risk factors have occurred since the Annual Report on Form 10-K282 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds States that there were no unregistered sales of equity securities or use of proceeds to report - None283 Item 3. Defaults Upon Senior Securities States that there were no defaults upon senior securities to report - None284 Item 4. Mine Safety Disclosures States that there were no mine safety disclosures to report - None285 Item 5. Other Information States that there was no other information to report - None286 Item 6. Exhibits 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 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, 2025293
Stardust Power Inc.(SDST) - 2025 Q2 - Quarterly Report