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Stardust Power Inc.(SDST) - 2025 Q3 - Quarterly Report

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 in the development stage, having completed various site assessments and submitted necessary permit applications for its planned refinery [193][194]. - 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 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 has plans to source lithium chloride feedstock from various suppliers and may invest upstream to secure additional feedstock [166]. 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 fully repaid short-term loans totaling $1,750,000 and $1,800,000, which were secured against shares of common stock owned by the CEO [253][255]. - The company may seek additional equity or debt financing to fund its operating and investing activities in the future [262]. 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]. - 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 56% improvement year-over-year [238]. - The accumulated deficit as of September 30, 2025, was $64,592,850, up from $52,618,948 as of December 31, 2024, reflecting ongoing operational losses since inception [239]. - The company has not earned any revenue and has been operating at a loss since inception, raising substantial doubt about its ability to continue operations over the next twelve months [262]. Expenses and Cash Flow - General and administrative expenses are anticipated to increase as the Company invests in setting up its facility and hiring additional employees [207]. - The net cash used in operating activities for the nine months ended September 30, 2025, was $6,548,760, a decrease of $1,965,401 compared to $8,514,161 for the same period in 2024 [256]. - For the nine months ended September 30, 2025, net cash used in investing activities was $3,001,632, primarily for capital project costs related to the construction of the refinery [258]. - For the nine months ended September 30, 2025, net cash provided by financing activities was $10,222,822, mainly from public offerings gross proceeds of $10,270,400 [260]. Market and Compliance 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 also faced a minimum bid price notice for shares closing below $1.00, which was resolved by September 2025 [188]. - A reverse stock split of 1-for-10 was executed on September 8, 2025, approved by stockholders, affecting outstanding shares and warrants [190][191]. Investment and Losses - Stardust Power invested $1,600,000 in 10,000,000 shares of IRIS Metals Limited, later selling the investment for $570,255, resulting in 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 [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 [236]. Risk Factors - 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]. - The Company is currently operating in a volatile inflationary environment, which could impact its financial condition and results of operations [294]. - The company anticipates that cash on hand and additional investments will be inadequate to satisfy working capital and capital expenditure requirements for at least the next twelve months [243].