Project Development - Stardust Power is developing a large-scale lithium refinery in Oklahoma to manufacture battery-grade lithium carbonate for the EV and ESS markets [165]. - The FEL-3 report estimates Phase 1 production capacity at 25,000 metric tons per annum of battery-grade lithium, with capital expenditures of approximately $500 million [179]. - The Company is developing a refinery with a phased approach, aiming for a total capacity of up to 50,000 metric tons per annum [195]. - The estimated cost to build phase 1 of the refinery for battery grade lithium carbonate is approximately $500 million, with plans to finance through a mix of debt, equity, and potential government grants [240]. Financial Incentives and Agreements - The company received up to $257 million in performance-based incentives from the State of Oklahoma, contingent on job creation and capital expenditures [168]. - A long-term offtake agreement with Sumitomo Corporation is being contemplated for 20,000 metric tons of lithium carbonate per year, with a potential increase to 25,000 metric tons [182]. - A non-binding agreement with Prairie Lithium Limited for 6,000 metric tons per annum of lithium chloride was established, with a 6-year initial term [176]. - The company entered into a purchase agreement for land in Muskogee, Oklahoma, for $1,662,030, finalized on December 16, 2024 [170]. Financing and Capital Structure - The company raised approximately $5,750,000 from a public offering of 479,200 shares at $12.00 per share on January 27, 2025 [172]. - The Company entered into a loan agreement totaling $1,750,000 with a 15% annual interest rate, maturing in March 2025, and pledged 550,000 shares as collateral [185]. - An additional loan agreement was established for $1,800,000, also at a 15% interest rate, with 340,000 shares pledged as collateral, and an equity kicker of $2,700,000 in Common Stock [186]. - The company has funded operations through various financing methods, including equity financing and promissory notes, but anticipates needing additional capital to continue operations [241]. Operational Performance - The Company has not generated any revenue to date and has been operating at a loss since inception, with an accumulated deficit [200]. - The Company expects to generate future revenue from the sale of battery-grade lithium primarily to the EV market, entering long-term contracts with a pricing structure that includes caps and ceilings [205]. - The company has not sourced any raw materials yet and is negotiating with multiple suppliers for brine feedstock [206]. - General and administrative expenses are expected to increase as the Company invests in setting up its facility and hiring additional employees [207]. Financial Results - For the three months ended September 30, 2025, the company incurred a net loss of $4,459,764, compared to a net loss of $10,092,312 for the same period in 2024, indicating a reduction in losses by approximately 56% [238]. - As of September 30, 2025, the company had an accumulated deficit of $64,592,850, up from $52,618,948 as of December 31, 2024 [239]. - The company has not earned any revenue since inception, indicating a focus on strategic investments and operational development [223]. - For the nine months ended September 30, 2025, net cash used in operating activities was $6,548,760, with a net loss of $11,973,902 adjusted for $5,247,665 of non-cash charges [257]. Compliance and Regulatory Issues - The Company received a notice from Nasdaq regarding non-compliance with listing standards due to a market value below $15,000,000, but regained compliance by September 2025 [187]. - The Company was also notified of non-compliance due to a minimum bid price below $1.00 per share, which was resolved by September 2025 [188]. - A reverse stock split of 1-for-10 was executed, effective September 8, 2025, to adjust the trading price of Common Stock [190]. Investment and Losses - Stardust Power invested $1,600,000 in IRIS Metals Limited, acquiring 10,000,000 shares, but later sold the investment for $570,255, recognizing a loss of $84,626 [180]. - The loss on sale of investments in equity securities was $84,626 for the three months and $179,805 for the nine months ended September 30, 2025, reflecting market conditions and liquidity needs [235]. - The company recorded a loss of $232,481 related to the write-off of a promissory note and deposit for the nine months ended September 30, 2025, with no such write-off in the prior year [236]. Future Outlook and Risks - The company may need to seek additional equity or debt financing to fund its operating and investing activities in the future [262]. - The company is currently facing a volatile inflationary environment, which could impact its business and financial condition [294]. - The Company is subject to credit risk for cash balances exceeding the FDIC insured amount of $250,000, with only one financial banking institution [293].
Global Partner Acquisition II(GPAC) - 2025 Q3 - Quarterly Report