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As filed with the Securities and Exchange Commission on ~~June~~February 113, ~~2025~~2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

STARDUST POWER INC. ~~(Exact Name of Registrant as Specified in Its Charter)~~

(Exact Name of Registrant as Specified in Its Charter)

Delaware		2800		99-3863616
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

15 E. Putnam Ave, Suite 378

Greenwich, CT 06830

(800) 742 3095

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Roshan Pujari

Chief Executive Officer

Stardust Power Inc.

15 E. Putnam Ave, Suite 378

Greenwich, CT 06830

(800) 742-3095

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With copies to:

Faith L. Charles, Esq.		Anthony Basch, Esq.
Thompson Hine LLP		J. Britton Williston, Esq.
300 Madison Avenue		Chunyan Shuai, Esq.
New York, NY 10017		Kaufman & Canoles, P.C.
Telephone: (212) 908-3905		Two James Center, 14th Floor
		1021 East Cary Street
		Richmond, VA 23219
		Telephone: (804) 771-5700

Gregory Sichenzia, Esq.

Matthew Siracusa, Esq.

Mohit Agrawal, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas

New York, NY 10036

(212) 930-9700

Approximate date of commencement of proposed sale to the public: As soon as practicable following the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one)~~

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. WeThese securities may not ~~sell~~be ~~these~~sold ~~securities~~ until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities ~~and~~is ~~we are~~ not soliciting anoffers ~~offer~~ to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED ~~JUNE~~FEBRUARY 113, ~~2025 PRELIMINARY PROSPECTUS~~2026

STARDUST POWER, INC.

$5Up to 1,~~000~~896,~~000~~998 Shares of Common Stock

UpThis prospectus relates to 8the resale,~~139~~ from time to time,~~346~~ of up to 1,896,998 shares of our common stock by the selling stockholders, Lind Global Asset Management XIII LLC, a Delaware limited liability company (“Lind”), and B. Riley Principal Capital II LLC (“B. Riley” and, together with Lind, the “selling stockholders”). These 1,896,998 shares consist of: (a) up to 1,450,000 shares of common stock (the “Convertible Note Shares”) issuable upon the conversion or repayment of a secured, 24-month, interest free convertible promissory note in the principal amount of $4,800,000 issued to Lind (the “Note”); (b) 411,245 shares of common stock (the “Warrant Shares” and, together with the Convertible Note Shares, the “Lind Shares”) issuable upon exercise of a common stock purchase warrant issued to Lind (the “Warrant” and, together with the Note, the “Lind Securities”); and (c) up to 35,753 shares of common stock (the “B. Riley Shares”) issued or issuable to B. Riley in connection with a letter agreement pursuant to which the Company and B. Riley mutually agreed to terminate on December 11, 2025, that certain Common Stock Purchase Agreement, dated October 7, 2024, as amended, and the related Registration Rights Agreement, entered as of the same date (the “B. Riley Transaction”). The Lind Shares and the B. Riley Shares are collectively referred to herein as the “Shares.”

UpThe Lind Securities were issued pursuant to 8that certain purchase agreement between us and Lind,~~139~~ dated December 23,~~346~~ ~~Pre-Funded~~2025 ~~Warrants~~(the “Purchase Agreement”). The B. Riley Shares are being registered pursuant to our contractual obligations to B. Riley. See “The Lind Transaction” for a description of the Purchase Agreement, and the B. Riley Transaction, and “Selling Stockholders” for additional information regarding Lind.

UpWe are not offering any shares of our common stock for sale under this prospectus. We are registering the offer and resale of the Shares to ~~8,139,346~~satisfy contractual obligations owed by us to the selling stockholders pursuant to the Purchase Agreement and documents ancillary thereto and the agreements with B. Riley described herein. Our registration of the Shares covered by this prospectus does not mean that the selling stockholders will offer or sell any of ~~Common~~the ~~Stock~~Shares. ~~Underlying~~Any of the ~~Pre-Funded~~Shares ~~Warrants~~subject to resale hereunder will have been issued by us and acquired by the applicable selling stockholder prior to any resale of such Shares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the Shares in this offering. The selling stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of the Shares.

~~This~~We iswill anot ~~firm~~receive ~~commitment~~any ~~public~~proceeds ~~offering~~from ofthe ~~8,139,346~~resale ~~shares~~ of ~~common~~the ~~stock,~~Shares ~~par~~by ~~value~~the ~~$0.0001~~selling ~~per~~stockholders ~~share~~pursuant ~~(“Common~~to ~~Stock”), of~~this ~~Stardust Power, Inc~~prospectus. ~~(the “Company~~However,” ~~“Stardust,” the “registrant,” “~~we,” ~~“our”~~will orreceive ~~“us”)~~proceeds ~~based~~from ~~on an assumed offering price of $0.6143 per share (~~the ~~closing~~exercise ~~price~~ of the ~~Company’s~~Warrant ~~Common Stock~~if onLind exercises the ~~Nasdaq~~Warrant ~~Global~~for ~~Market on June 9, 2025)~~cash.

~~We are also offering~~The ~~the~~selling ~~opportunity to purchase~~stockholders, ifor ~~the~~their ~~purchaser~~permitted sotransferees ~~chooses~~or ~~and~~other successors-in ~~lieu of shares~~-interest, upmay tooffer ~~8,139,346~~the ~~pre-funded~~Shares ~~warrants~~from ~~(the~~time ~~“Pre-Funded Warrants”)~~ to ~~purchasers~~time ~~whose~~through public ~~purchase~~or ofprivate ~~shares~~transactions inat ~~this~~prevailing ~~offering~~market ~~would otherwise result in the purchaser~~prices, ~~together~~at ~~with~~prices ~~its affiliates and certain~~ related ~~parties,~~to ~~beneficially~~prevailing ~~owning~~market ~~more~~prices ~~than 4.99% (~~or, at ~~the~~privately ~~election of the purchaser, 9.99%) of our outstanding shares~~negotiated ~~of Common Stock immediately following the consummation of this offering~~prices. ~~The~~We ~~purchase~~provide ~~price~~additional ofinformation ~~each~~about ~~Pre-Funded~~how ~~Warrant is equal to~~ the ~~price~~ ~~per~~selling ~~share~~stockholders ~~being~~may ~~sold~~sell to the ~~public~~Shares in ~~this offering, minus $0.0001, and~~ the ~~exercise~~section ~~price~~entitled ~~of each Pre-Funded Warrant is $0.0001~~“Plan ~~per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all~~ of ~~the~~Distribution” ~~Pre-Funded~~on ~~Warrants are~~page ~~exercised~~119 in ~~full~~this prospectus.

~~Pursuant~~Our toshares ~~the registration~~of ~~statement~~common ~~related~~stock toare ~~this~~currently listed ~~prospectus,~~on wethe ~~are~~Nasdaq ~~also~~Capital ~~registering~~Market (the ~~shares~~“Nasdaq”) ofunder ~~Common~~the ~~Stock~~symbol ~~issuable~~“SDST.” ~~upon~~The ~~exercise~~closing price of ~~the~~our ~~Pre-Funded~~shares ~~Warrants~~of common stock on Nasdaq on January 30, 2026, was $4.06 per share.

For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis

The actual public offering price per share will be determined between us and Aegis Capital Corp. (“Aegis” or the “underwriter”). Our shares of Common Stock are currently listed on the Nasdaq Global Market (the “Nasdaq”) under the symbol “SDST.” The closing price of our shares of Common Stock on Nasdaq on June 9, 2025, was $0.6143 per share.

We are an “emerging growth company,” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary - Emerging Growth Company.”

Investing in our ~~securities~~common stock is speculative and involves a high degree of risk. ~~You~~See ~~should carefully review the risks and uncertainties described in the section titled~~ “Risk Factors” beginning on page 157 offor a ~~this~~discussion ~~prospectus,~~of ~~and~~information ~~under~~that ~~similar~~should ~~headings~~be considered in ~~any~~connection ~~amendments~~with ~~or supplements to this prospectus before you make~~ an investment in our ~~securities~~common stock.

Per Share

Per Pre-Funded Warrant

Total

Public offering price

Underwriting discounts and commissions(1)

Proceeds to us (before expenses)

(1) The underwriter will receive an underwriting discount equal to 7.0% of the gross proceeds from the sale of securities in the offering. We have also agreed to reimburse the underwriter for certain expenses in connection with this offering. See “Underwriting” for additional information regarding total underwriting compensation, including information on underwriting discounts and offering expenses.

We have granted the underwriter an option exercisable within 45 days of the date of this prospectus to purchase from us up to 15.0% of the total number of shares of Common Stock to be offered by us pursuant to this offering (excluding shares of Common Stock subject to this option), solely for the purpose of covering over-allotments, at the public offering price less the underwriting discounts. If this over-allotment option for shares of Common Stock is exercised in full, the total offering price to the public will be approximately $5,750,000, and the net proceeds, before expenses and after deducting the underwriting discounts described above, to us will be approximately $5,347,500 (based upon an assumed public offering price of $0.6143 per share).

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

~~Sole~~The ~~Book-Running~~date ~~Manager~~of this prospectus is , 2026.

Aegis Capital Corp.

The date of this prospectus is , 2025.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	1
Cautionary Statement Regarding Forward-Looking Statements	9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
PROSPECTUS SUMMARY	113
THE OFFERING	146
Risk Factors	157
USE OF PROCEEDS	4331
CAPITALIZATION	44
DETERMINATION OF OFFERING PRICE	32
DILUTION	45
DIVIDEND POLICY	32
DIVIDEND POLICY	46
MARKET INFORMATION	32
MARKET INFORMATION	46
BUSINESS	33
BUSINESS	47
UNAUDITED PRO-FORMA CONDENSED COMBINED FINANCIAL INFORMATION	60
UNAUDITED PRO-FORMA CONDENSED COMBINED FINANCIAL INFORMATION	73
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS	67
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS	81
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	69
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	84
Management	93
Management	103
EXECUTIVE COMPENSATION	99
Executive and Director Compensation	109
DIRECTOR COMPENSATION	103
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	~~114~~104
PRINCIPAL SHAREHOLDERS	118
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	108
DESCRIPTION OF OUR SECURITIES	~~119~~109
UNDERWRITING	127
SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES	112
LEGAL MATTERS	131
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS	113
EXPERTS	131
SELLING STOCKHOLDERS	116
Where You Can Find More Information	131
LIND TRANSACTION	117
PLAN OF DISTRIBUTION	119
LEGAL MATTERS	121
EXPERTS	121
Where You Can Find More Information	121
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus ~~or in any applicable prospectus supplement prepared by us or on our behalf~~. WeNeither ~~have not~~we, ~~and~~nor the ~~underwriter~~selling ~~has~~stockholders ~~not,~~have authorized anyone to provide ~~any~~ information ordifferent tofrom ~~make~~that ~~any representations other than those~~ contained in this prospectus. orThe inselling ~~any~~stockholders ~~free~~are ~~writing~~offering ~~prospectuses prepared by or on behalf of us or~~ to ~~which we have referred you. We take no responsibility for~~sell, and ~~can~~seeking ~~provide no assurance as~~ offers to ~~the~~buy, ~~reliability~~shares of, ~~any~~common ~~other~~stock ~~information that others may give you. This prospectus is an offer to sell~~ only ~~the securities offered hereby, and only under circumstances and~~ in jurisdictions where itoffers ~~is lawful~~and tosales doare sopermitted. The information contained in this prospectus ~~or in any applicable free writing prospectus~~ is ~~current~~accurate only as of ~~its~~ the date of this prospectus, regardless of ~~its~~the time of delivery ~~or any sale~~ of ~~our~~this ~~securities.~~prospectus ~~Our~~or ~~business,~~of ~~financial~~any ~~condition,~~sale ~~results~~ of ~~operations~~our ~~and~~common ~~prospects may have changed since that date~~stock.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “Stardust,” “Stardust Power,” “the Company,” “we,” “us,” “our” and similar references refer to Stardust Power, Inc., an entity incorporated under the laws of the State of Delaware.

All references to the number of common stock and price per common stock have been adjusted to reflect the one-for-ten reverse stock split effectuated in September 8, 2025.

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Registration Statement may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. The Company does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of the Company by, any other companies.

FREQUENTLY USED TERMS

Unless otherwise stated in this prospectus or the context otherwise requires, references to:

“Amended and Restated Registration Rights Agreement” means the amended and restated registration rights agreement, dated July 8, 2024, by and among GPAC II, the Sponsor and certain equity holders of Stardust Power.

“Business Combination” means the Transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the business combination agreement, dated as of November 21, 2023 (as further amended by the First Amendment and Second Amendment), by and among GPAC II, First Merger Sub, Second Merger Sub and Stardust Power, as it may be amended and supplemented from time to time.

“Business day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Bylaws” means the bylaws of the Company that became effective upon the Domestication.

“Certificate of Incorporation” means the certificate of incorporation of the Company that became effective upon the Domestication.

“Commencement Date” means the date on which the Registration Statement has been declared effective by the SEC and all other conditions to the Selling Stockholder’s obligations to purchase Stardust Power Common Stock set forth in the Purchase Agreement have been initially satisfied.

“Class A Ordinary Shares” or “Public Shares” means the Class A ordinary shares, par value $0.0001 per share, of GPAC II.

“Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of GPAC II.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing or July 8, 2024.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means the post-combination company at Closing when GPAC II changed its name from “Global Partner Acquisition Corp II” to “Stardust Power Inc.”

“Convertible Equity Agreements” means, collectively, the Convertible Equity Agreement, dated April 24, 2024, by and between Stardust Power and American Investor Group Direct LLC (“AIGD”) for $2,000,000, the Convertible Equity Agreement, dated April 30, 2024 with an individual for $50,000, and the Convertible Equity Agreement, dated April 23, 2024 with an individual for $50,000, all of which automatically converted into 55,889 shares of the Common Stock immediately prior to the First Effective Time.

“DGCL” means the Delaware General Corporation Law, as amended.

“Equity Value” means enterprise value (a) plus cash as of the Measurement Time (b) minus Indebtedness of Stardust Power as of the Measurement Time (c) minus the Stardust Power Transaction Expenses.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Cap” means the cap under the applicable Nasdaq rules, in which in no event may the Company issue to the Selling Stockholder under the Purchase Agreement more than 9,569,701 shares of Common Stock, which number of shares is equal to 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement.

“Exchanged Company Restricted Common Stock” means the issued and outstanding restricted stock of the Company following the automatic conversion of the Stardust Power Restricted Stock following the First Effective Time pursuant to the Business Combination Agreement.

“Financial Derivative/Hedging Arrangement” means any transaction (including an agreement with respect thereto) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any combination of these transactions.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“First Amendment” means Amendment No. 1 to the Business Combination Agreement, dated as of April 24, 2024, by and among GPAC II, First Merger Sub, Second Merger Sub and Stardust Power, as amended and supplemented from time to time.

“First Effective Time” means the time at which the First Merger became effective.

“First Merger Sub” means Strike Merger Sub I, Inc., a Delaware corporation and direct wholly-owned subsidiary of GPAC II.

“GAAP” means U.S. generally accepted accounting principles.

“Governmental Authority” means any federal, state, provincial, municipal, local, or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency, or instrumentality, arbitrator, arbitral body (public or private), court or tribunal.

“Governing Documents” means the Certificate of Incorporation and the Bylaws.

“Government Official” means any official or employee of any directly or indirectly government-owned or controlled entity, and any officer or employee of a public international organization, as well as any person acting in an official capacity for or on behalf of any such entity or for or on behalf of any such public international organization.

“GPAC II” means Global Partner Acquisition Corp II, a Cayman Islands exempted company, prior to the consummation of the Domestication, and a Delaware corporation after the Domestication.

“GPAC II Common Stock” means, collectively, following the Domestication, the shares of common stock, par value $0.0001 per share, of GPAC II.

“GPAC II Public Shareholders” means the holders of Class A Ordinary Shares that were sold in the initial public offering (whether they were purchased in the initial public offering or thereafter in the open market).

“GPAC II Shareholder” means a holder of Ordinary Shares.

“Indebtedness” means, with respect to any Person, without duplication, any obligations (whether or not contingent) consisting of (a) the outstanding principal amount of and accrued and unpaid interest on, and other payment obligations for, borrowed money, or payment obligations issued or incurred in substitution or exchange for payment obligations for borrowed money, (b) amounts owing as deferred purchase price for property or services, including “earnout” payments, (c) payment obligations evidenced by any promissory note, bond, debenture, mortgage or other debt instrument or debt security, (d) contingent reimbursement obligations with respect to letters of credit, bankers’ acceptance or similar facilities (in each case to the extent drawn), (e) payment obligations of a third party secured by (or for which the holder of such payment obligations has an existing right, contingent or otherwise, to be secured by) any Lien on assets or properties of such Person, whether or not the obligations secured thereby have been assumed, (f) obligations under capitalized leases, (g) obligations under any Financial Derivative/Hedging Arrangement, (h) any other indebtedness or obligation reflected or required to be reflected as indebtedness in a consolidated balance sheet, in accordance with GAAP, (i) all obligations for cash incentive, severance, deferred compensation or similar obligations in respect of any current or former employee or other individual service provider of Stardust Power (including the employer portion of any payroll social security, unemployment or similar taxes), accrued prior to the Closing Date, (j) liabilities, including accounts payable to trade creditors and accrued expenses or purchase commitments, or (k) guarantees, make-whole agreements, hold harmless agreements or other similar arrangements with respect to any amounts of a type described in clauses (a) through (j) above and (l) with respect to each of the foregoing, any interest, breakage costs, prepayment or redemption penalties or premiums, or other fees or obligations (including unreimbursed expenses or indemnification obligations for which a claim has been made), in each case for this clause (l), to the extent unpaid and accrued as of the Closing Date; provided, however, that Indebtedness will not include any amounts included as Transaction Expenses.

“Initial public offering” is GPAC II’s initial public offering, which GPAC II completed on January 14, 2021.

“Intraday Purchase” means any trading day that would qualify as a Purchase Date, whether or not a Market Open Purchase is effected on such Purchase Date, a specified number of shares of Common Stock.

“IRA” means the Inflation Reduction Act of 2022.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“KNAV” means KNAV CPA LLP, the Company’s auditor as of September 17, 2024.

“Legacy Stardust Power” means Stardust Power Inc. prior to the consummation of the Business Combination.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, easement, right of way, purchase option, right of first refusal, covenant, restriction, security interest, license, title defect, encroachment or other survey defect, or other lien or encumbrance of any kind, except for any restrictions arising under any applicable Securities Laws.

“Market Open Purchase” means a purchase of Common Stock in which the Company directs the Selling Stockholder to purchase a specified number of shares of Common Stock.

“Market Open Purchase Maximum Amount” means the lesser of: (i) 1,000,000 shares of Common Stock and (ii) the Market Open Purchase Percentage, which the Company specifies in the applicable Market Open Purchase Notice for such Market Open Purchase.

“Market Open Purchase Notice” means a written notice of a Market Open Purchase provided to the Selling Stockholder.

“Market Open Purchase Percentage” means a certain percentage (not to exceed 25.0%), which the Company will specify in the applicable Market Open Purchase Notice (as defined below) for such Market Open Purchase, of the total aggregate number (or volume) of shares of the Common Stock traded on Nasdaq during the applicable Market Open Purchase Valuation Period for such Market Open Purchase.

“Market Open Purchase Share Amount” means such specified number of shares to be purchased by the Selling Stockholder, adjusted as necessary to give effect to the applicable Market Open Purchase Maximum Amount as set forth in the Purchase Agreement.

“Market Open Purchase Valuation Period” means the period beginning at the official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, and ending at the earliest to occur of (i) 3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date, (ii) such time that the total aggregate number (or volume) of shares of Common Stock traded on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) reaches the applicable share volume maximum amount for such Market Open Purchase and (iii) if we further specify in the applicable Market Open Purchase Notice for such Market Open Purchase that a “limit order discontinue election” shall apply to such Market Open Purchase, such time that the trading price of our Common Stock on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable minimum price threshold for such Market Open Purchase specified by us in the Market Open Purchase Notice for such Market Open Purchase, or if we do not specify a minimum price threshold in such Market Open Purchase Notice, a price equal to 75.0% of the closing sale price of the Common Stock on the trading day immediately prior to the applicable Purchase Date for such purchase, less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement).

“Measurement Time” means 12:01 a.m. New York time on the Closing Date.

“Merger Consideration” means the aggregate number of shares of GPAC II Common Stock equal to the Equity Value divided by (b) $10.00.

“Mergers” means the First Merger and the Second Merger.

“Minimum Price Threshold” means a price equal to 75.0% of the closing sale price of the Common Stock on the trading day immediately prior to the applicable Purchase Date for such purchase.

“Nasdaq” means The Nasdaq Global Market.

“Nasdaq Commencement” means the beginning at the official open of the regular trading session on Nasdaq on the applicable Purchase Date.

“Non-Redemption Agreements” means those agreements between the Sponsor and several unaffiliated third parties, who were GPAC II Public Shareholders, pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,503,254 Class A Ordinary Shares in connection with the 2024 Extension Amendment Proposal. In exchange for the foregoing commitments not to redeem such Class A Ordinary Shares, at Closing 127,777 shares (“Non-Redemption Shares”) of Common Stock were issued to such unaffiliated third parties for no consideration.

“Ordinary Shares” means, collectively, the Class A Ordinary Shares and the Class B Ordinary Shares.

“Per Share Consideration” means the number of shares of GPAC II Common Stock equal to the Merger Consideration divided by the number of shares of Stardust Power Fully-Diluted Shares.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Government Official, Governmental Authority or other entity of any kind.

“PIPE Financing” means the Company consummating the transactions contemplated by the PIPE Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors agreed to purchase a total of 1,077,541 shares of Common Stock in a private placement at a price of $9.35 per share, for an aggregate commitment amount of $10,075,000.

“PIPE Investors” means a large institutional investor and two other investors that entered into PIPE Subscription Agreements.

“PIPE Subscription Agreements” means the subscription agreements entered into by and between GPAC II (at the time, and now Stardust Power) and the PIPE Investors on June 20, 2024.

“Private Warrants” means warrants representing the right to purchase shares of Stardust Power Common Stock.

“Public Warrants” or “Redeemable Warrants” means our detachable redeemable warrants and our distributable redeemable warrants.

“Purchase Agreement” means the purchase agreement, dated October 7, 2024 by and between Stardust Power and the Selling Stockholder.

“Purchase Date” means any trading day selected by Stardust Power from and after the Commencement Date.

“Registration Rights Agreement” means the registration rights agreement, dated October 7, 2024 by and between Stardust Power and the Selling Stockholder.

“SAFEs” means, collectively, (i) the Simple Agreement of Future Equity (“SAFE”), dated August 15, 2023 (as amended on November 18, 2023 and as further amended and restated on April 24, 2024, the “August 2023 SAFE”), that provided $2,000,000 from AIGD, (ii) the SAFE, dated November 18, 2023, that provided $3,000,000 from AIGD (as amended and restated on April 24, 2024, the “November 2023 SAFE”), and (iii) a SAFE with an individual, dated February 23, 2024 (as amended on May 1, 2024, the “February 2024 SAFE”), that provided $200,000. Immediately prior to the First Effective Time, the SAFEs automatically converted into the number of shares of Stardust Power Common Stock equal to 138,393 shares of Stardust Power Common Stock immediately prior to Closing.

“SAFE Conversion” means the automatic conversion of the SAFEs into the number of shares of Stardust Power Common Stock equal to 138,393 shares of Stardust Power Common Stock immediately prior to the First Effective Time in accordance with the terms of the SAFEs.

“SEC” means the United States Securities and Exchange Commission.

“Second Amendment” means Amendment No. 2 to the Business Combination Agreement, dated as of June 20, 2024, by and among GPAC II, First Merger Sub, Second Merger Sub and Stardust Power, as amended and supplemented from time to time.

“Second Merger” means the merger of Stardust Power with and into Second Merger Sub, with Second Merger Sub being the Surviving Company and continuing as a direct, wholly owned subsidiary of GPAC II.

“Second Merger Sub” means Strike Merger Sub II, LLC, a Delaware limited liability company and a direct and wholly owned subsidiary of GPAC II.

“Securities Act” means the Securities Act of 1933, as amended.

“SPAC” is one or more special purpose acquisition companies, including, when required by the context, Stardust Power.

“Sponsor” means Global Partner Sponsor II LLC, a Delaware limited liability company, the managers of which are Chandra R. Patel, Richard C. Davis and Jarett Goldman.

“Sponsor Earnout Shares” refers to the 1,000,000 shares of GPAC II Common Stock held by Sponsor that are subject to forfeiture pursuant to the Sponsor Letter Agreement.

“Sponsor Letter Agreement” means the agreement, dated November 21, 2023, as amended, by and among the Sponsor and the directors and officers of GPAC II, pursuant to which, among other things, the Sponsor agreed to, among other things, (a) vote, in their capacity as shareholders of GPAC II, in favor of the Business Combination Agreement and the transactions, (b) be bound by certain transfer restrictions with respect to its Ordinary Shares prior to Closing, (c) terminate certain lock-up provisions included in that certain Letter Agreement, dated as of January 11, 2021, as amended by that certain Letter Agreement Amendment, dated as of January 13, 2023, by and among Sponsor and GPAC II, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement, (d) fully vest 3,000,000 of its Class B Ordinary Shares immediately upon the Closing (and convert into GPAC II Common Stock), (e) subject 1,000,000 of its Class B Ordinary Shares to vesting (or forfeiture) on the basis of achieving (or failing to achieve) certain trading price thresholds following the Closing, (f) forfeit 3,500,000 of its Class B Ordinary Shares (reduced by any Non-Redemption Shares) for no consideration, and (g) waive any anti-dilution adjustment to the conversion ratio set forth in GPAC II’s governing documents or similar protection with respect to the GPAC II Common Stock.

“Sponsor Loan” means that certain Investment Agreement by and between GPAC II and Sponsor, dated as of January 13, 2023, together with any additional loans issued by Sponsor to GPAC II prior to closing of the Business Combination.

“Stardust Power” or “Stardust” means Stardust Power Inc., a Delaware corporation, and includes its wholly owned subsidiary, Stardust Power LLC, a Delaware corporation.

“Stardust Power Common Stock” means the common stock of Stardust Power, par value $0.00001 per share.

“Stardust Power Fully-Diluted Shares” means the sum of (without duplication) (a) the aggregate number of shares of Stardust Power Common Stock issued and outstanding immediately prior to the First Effective Time, including without limitation any Stardust Power Restricted Stock whether vested or unvested, plus (b) the aggregate number of shares of Stardust Power Common Stock issuable upon exercise of all vested and unvested Stardust Power Options as of immediately prior to the First Effective Time but, for the avoidance of doubt, excluding any unissued Stardust Power Options plus (c) the number of shares of Stardust Power Common Stock issuable upon the SAFE Conversion.

“Stardust Power Option” means an option to purchase Stardust Power Common Stock.

“Stardust Power Restricted Stock” means (a) shares of Stardust Power Common Stock acquired by the holder thereof pursuant to a “Restricted Stock Purchase Agreement” or (b) pursuant to an award under the Stardust 2023 Plan, including pursuant to an early exercise of a Stardust Power Option, and which shares of Stardust Power Common Stock remain unvested under the terms of the “Restricted Stock Purchase Agreement” or the “Stock Option Agreement - Early Exercise,” as applicable.

“Stardust 2023 Plan” means the Stardust Power’s 2023 Equity Incentive Plan and each other plan that provides for the award, to any current or former director, manager, officer, employee, individual independent contractor or other service provider of Stardust Power, of rights of any kind to receive equity securities of Stardust Power or benefits measured in whole or in part by reference to securities of Stardust Power.

“Stardust Power Transaction Expenses” means all Transaction Expenses of Stardust Power as of the Measurement Time.

“Stardust Power 2024 Equity Plan” means the Stardust Power 2024 Equity Plan, which became effective at Closing.

“Stockholder Agreement” means the agreement, dated July 8, 2024, by and among the Sponsor, Roshan Pujari and his affiliates, providing the Sponsor with the right to designate one nominee to the Stardust Power Inc. board of directors until the date upon which the Sponsor’s and it’s affiliates’ aggregate ownership interest of the issued and outstanding Common Stock decreases to one-half of their aggregate initial ownership interest as of the Closing.

“Sustainability” or “Sustainable” as used in this prospectus refers to business operations and processes that Stardust Power believes generally have a positive environmental and/or social impact.

“Trading Day” means a day on which Stardust Power’s Common Stock is traded on a national securities exchange.

“Transaction Expenses” means any fees, costs and expenses incurred or subject to reimbursement by the GPAC II and Stardust Power, whether accrued for or not, in each case in connection with the transactions contemplated by the Business Combination Agreement and its ancillary agreements, including (a) any brokerage fees, commissions, finders’ fees or financial advisory fees, and, in each case, related costs and expenses, (b) any fees, costs and expenses of counsel, accountants or other advisors or service providers, (c) any fees, costs and expenses or payments of any of the Company related to any transaction bonus, discretionary bonus, change-of-control payment, retention or other compensatory payments or obligations made to any employee of the Company as a result of the execution of the Business Combination Agreement and its ancillary agreements or in connection with the transactions contemplated hereby and thereby, including in combination with any other event (including the employer portion of any payroll, social security, unemployment or similar taxes) and (d) and solely with respect to GPAC II, (i) any extension expenses, (ii) any amounts owed pursuant to the Sponsor Loan and (iii) any operating or other ordinary course expenses from and after October 3, 2023.

“Transactions” means the transactions contemplated by the Business Combination Agreement to occur at or immediately prior to the Closing, including the Domestication and the Mergers.

“Threshold Price” means $1.00 or greater as of the closing sale price of the Common Stock on Nasdaq the trading day immediately prior to a Purchase Date.

“VWAP” means, for any specified period, the volume weighted average price of Stardust Power’s Common Stock on Nasdaq for such specified period, as reported by Bloomberg Financial LP using the AQR function (excluding, as applicable, (i) the above-referenced opening/first purchase transaction, (ii) the last sale transaction in the Common Stock during the primary trading session on Nasdaq on such Purchase Date and (iii) if a Limit Order Continue Election is made, each transaction in the Common Stock in which the trading price of a share of Common Stock is below the applicable VWAP Minimum Price Threshold or below the applicable Intraday VWAP Minimum Price Threshold (as applicable)).

“Warrant Agreement” means that certain Warrant Agreement, dated as of January 11, 2021, by and between GPAC II and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent.

“2024 Extension Amendment Proposal” means the proposal presented at the 2024 Extension Meeting to extend the date by which GPAC II must complete its initial business combination from January 14, 2024 to a date no earlier than July 14, 2024.

“2024 Extension Meeting” means the extraordinary general meeting of GPAC II Shareholders held on January 9, 2024 to consider the 2024 Extension Amendment Proposal.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~Certain~~This ~~statements contained in this~~ prospectus ~~may~~and ~~constitute~~any ~~“forward-looking~~documents ~~statements”~~incorporated ~~within~~by ~~the~~reference ~~meaning~~herein ofand ~~the~~therein ~~“safe harbor”~~may ~~provisions~~contain offorward ~~the~~looking ~~United~~statements ~~States~~that ~~Private~~involve ~~Securities~~significant risks ~~Litigation~~and ~~Reform Act of 1995~~uncertainties. ~~This~~All ~~includes,~~statements ~~without~~other ~~limitation,~~than statements ~~regarding~~ ~~expectations,~~of ~~hopes,~~historical ~~beliefs,~~fact ~~intentions,~~contained ~~plans,~~in ~~prospects,~~this ~~financial~~prospectus ~~results or strategies regarding us~~ and the ~~future~~documents ~~held~~incorporated by ~~our~~reference ~~management~~herein, ~~team~~including ~~and~~statements ~~the~~regarding ~~products~~future ~~and markets~~events, our future financial ~~condition~~performance, ~~expected~~business ~~future~~strategy, ~~performance~~ and ~~market~~plans ~~opportunities~~and objectives of ~~our~~management ~~business.~~for ~~These~~future ~~statements constitute projections~~operations, ~~forecasts~~are ~~and~~ forward-looking statements~~, and are not guarantees of performance~~. ~~Such~~ ~~statements~~We ~~can~~have beattempted ~~identified by the fact that they do not relate strictly~~ to ~~historical~~identify ~~or current facts. When used in this prospectus,~~ forward-looking statements ~~may be identified~~ by ~~the~~terminology ~~use~~including of“anticipates,” ~~words~~“believes,” ~~such as~~ “~~estimate~~can,” “continue,” “could,” “~~may~~estimates,” “~~might~~expects,” “~~possible~~intends,” “~~predict~~may,” “~~should~~plans,” “~~would~~potential,” ~~“plan,”~~ “~~project~~predicts,” “~~forecast~~should,” ~~“intend,”~~or “will,” ~~“expect,”~~or ~~“anticipate,”~~the negative of these terms or other comparable terminology. Although “we do not make forward looking statements unless we believe we have a reasonable basis for doing so,” ~~“seek~~we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks,” ~~“target~~uncertainties and other factors,” including the risks outlined under “~~designed~~Risk toFactors” or ~~other~~elsewhere ~~similar~~in ~~expressions~~this ~~that~~prospectus ~~predict~~and the documents incorporated by reference herein, which may cause our or ~~indicate~~our ~~future~~industry’s ~~events~~actual results, levels of activity, performance or ~~trends~~achievements expressed or ~~that~~implied ~~are~~by ~~not~~these forward-looking statements. ofMoreover, ~~historical~~we ~~facts.~~operate Inin ~~addition~~a highly regulated, ~~any~~very ~~statements~~competitive, ~~that~~and ~~refer~~rapidly changing environment. New risks emerge from time to ~~projections~~time and it is not possible for us to predict all risk factors, ~~forecasts~~ ornor ~~other~~can ~~characterizations~~we address the impact of ~~future~~all ~~events~~factors on our business or ~~circumstances,~~the extent ~~including~~to which any ~~underlying~~factor, ~~assumptions~~or combination of factors, ~~are~~may cause our actual results to differ materially from those contained in any forward-looking statements.

We ~~caution~~have ~~readers~~based ~~of this prospectus that~~ these forward-looking statements ~~are~~largely ~~subject~~on toour ~~risks~~current expectations and ~~uncertainties~~assumptions about future events and financial trends that we believe may affect our financial condition, ~~most~~results of ~~which~~operations, ~~are~~business ~~difficult to~~strategy, ~~predict~~short term and ~~many~~long-term ofbusiness operations, ~~which~~and financial needs. These forward-looking statements are ~~beyond~~subject ~~our~~to ~~control~~certain risks and uncertainties that could cause ~~the~~ our actual results to differ materially from those reflected in the ~~expected~~forward-looking ~~results~~statements. Factors that could cause or contribute to ~~The~~such ~~following~~differences ~~factors~~include, ~~among~~but ~~others~~are not limited to, ~~could~~those ~~cause~~discussed ~~actual~~in ~~results~~this prospectus, and in particular, the ~~timing~~risks ofdiscussed ~~events~~below toand under ~~differ~~the ~~materially~~heading ~~from~~“Risk ~~the~~Factors” ~~anticipated~~and ~~results or~~those discussed in other ~~expectations~~documents ~~expressed~~we infile with the ~~forward-looking~~SEC ~~statements~~which ~~contained~~are inincorporated ~~this~~by ~~prospectus:~~reference herein.

●We undertake ~~the~~no ~~uncertainty~~obligation ~~of the projected financial information with respect~~ to ~~the~~revise ~~Company;~~or ●publicly ~~the~~release ~~substantial doubt regarding our ability to continue as a going concern and~~ the ~~need~~results toof ~~raise~~any ~~capital~~revision ~~in the near term in order~~ to ~~maintain~~these ~~the~~forward-looking ~~Company’s~~statements, ~~operations;~~except ●as ~~our~~required by ~~failure~~law. toIn ~~realize~~light ~~the anticipated benefits~~ of the ~~Business~~significant ~~Combination;~~risks, ●uncertainties ~~our ability to maintain the listing of the Common Stock~~ and ~~the~~assumptions ~~Public~~that ~~Warrants~~accompany onforward-looking ~~the~~statements, ~~Nasdaq ● our ability to regain compliance with~~ the ~~Nasdaq’s~~forward-looking events ~~continued listing requirements~~ and ~~rules,~~circumstances ~~and~~discussed ~~the~~in ~~risk~~this ~~that~~prospectus ~~the Nasdaq~~ may ~~delist~~not ~~our~~occur ~~Common Stock~~ and ~~Public~~actual ~~Warrants,~~results ~~which~~ could ~~negatively~~differ ~~affect~~materially ~~our company, the price of our Common Stock~~ and ~~Public~~adversely ~~Warrants~~from ~~and~~those anticipated our shareholders’ ability to sell our Common Stock and Public Warrants in the event we are unable to list our Common Stock and Public Warrants on another exchange; ● the Company’s ability to issue equity or ~~equity-linked~~implied ~~securities, to obtain debt financing, or refinance existing indebtedness on satisfactory terms, or otherwise raise financing~~ in the future; ● the liquidity and trading of the Common Stock and the Public Warrants; ● members of the Company’s management team allocating their time to other businesses and potentially having conflicts of interest with the Company’s business; ● the Company’s ability to issue equity or equityforward-~~linked~~looking securities, to obtain debt financing, or refinance existing indebtedness on satisfactory terms, or otherwise raise financing in the future; ● the Company’s future financial performance; ● the Company’s success in retaining or recruiting, or changes required in, its officers, key employees, or directors; ● the Company’s ability to manage future growth; ● the Company’s ability to operate in the lithium industry; ● the Company’s ability to enter into and deliver products under offtake agreements; ● the Company’s ability to develop new products and services, bring them to market in a timely manner, and make enhancements to its business;statement.

9You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus to conform our statements to actual results or changed expectations.

●Any forward-looking ~~the~~statement ~~effects~~you ofread ~~competition~~in onthis ~~the~~prospectus, ~~Company’s~~or ~~business;~~any ●document ~~market~~incorporated ~~demand~~by ~~for~~reference ~~and~~reflects ~~uses~~our ofcurrent ~~lithium-based~~views ~~end~~with ~~products;~~respect to ●future ~~changes~~events inand ~~domestic~~is subject to these and ~~foreign~~other ~~business~~risks, ~~financial~~uncertainties and assumptions relating to our operations, ~~political~~operating results, growth strategy and ~~legal~~liquidity. ~~conditions;~~You ●should ~~future~~not ~~global,~~place ~~regional,~~undue orreliance ~~local~~on ~~economic~~these ~~and~~forward-looking ~~market~~statements ~~conditions;~~because ●such ~~the~~statements ~~outcome~~speak only ofas ~~any~~to ~~potential~~the ~~litigation,~~date ~~government~~when ~~and~~made. ~~regulatory~~We ~~proceedings,~~assume ~~investigations,~~no ~~and~~obligation ~~inquiries;~~to ●publicly ~~the~~update ~~development,~~or ~~effects~~revise ~~and~~these ~~enforcement~~forward-looking ofstatements ~~laws~~for ~~and~~any ~~regulations;~~reason, or ●to update the ~~impact~~reasons ofactual ~~material~~results ~~weaknesses~~could ordiffer ~~deficiencies~~materially from those anticipated in ~~our~~these ~~internal~~forward-looking ~~control~~statements, ofeven ~~financial~~if ~~reporting;~~new information ~~and~~becomes ●available in the ~~Company’s~~future, ~~other~~except ~~plans,~~as ~~objectives~~otherwise required by applicable law. You are advised, ~~expectations~~however, ~~and~~to ~~intentions~~consult ~~described~~any further ordisclosures ~~referenced~~we inmake ~~this~~on ~~prospectus~~related ~~under~~subjects ~~the~~in ~~heading~~our ~~“Risk~~reports ~~Factors~~on Forms 10-Q,” 8-K, and ~~other~~10-K ~~documents~~filed ~~that~~with the ~~Company~~SEC. ~~will~~You ~~file~~should understand that it is not possible to predict or identify all risk factors. Consequently, ~~from~~you ~~time~~should not consider any such list to ~~time~~be ~~with~~a ~~the~~complete set ~~SEC~~of all potential risks or uncertainties.

If any of these risks materialize or any of our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we presently do not know or that we currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this prospectus. We anticipate that subsequent events and developments may cause our assessments to change. These forward-looking statements should not be relied upon as representing our assessments as of any date subsequent to the date of this prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements. Actual results, performance or achievements may, and are likely to, differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. Forward-looking statements are not guarantees of performance. All forward-looking statements attributable to us or a person acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.2

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our ~~Common~~common ~~Stock~~stock. You should read this entire prospectus carefully, including the matters discussed under the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and the consolidated financial statements and related notes included elsewhere in this prospectus before making an investment decision.

Unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “$” or “USD” refer to US dollars and all references to “common stock” and “shares” refer to the common stock in our capital stock, unless otherwise indicated. All references to the number of common shares and price per common stock have been adjusted to reflect the one-for-ten reverse stock split effectuated in September 8, 2025.

Company Overview

Stardust Power is a development stage American manufacturer of battery-grade lithium products designed to supply for energy storage across e-mobility, grid infrastructure, and data centers industry and help to secure America’s leadership in the energy transition. Stardust Power is a newly incorporated company, formed on March 16, 2023, which intends to construct a lithium refinery facility in the state of Oklahoma, in the United States (the “Facility”), with a projected capacity of producing up to 50,000 tons per annum (“tpa”) of battery grade lithium. Stardust Power is focused on the midstream refinery process, and currently, is not undertaking any exploration activities. Stardust Power has engaged advisors who have conducted various environmental and geotechnical/technical studies that are a prerequisite to establishing the Facility. Stardust Power seeks to establish a refinery serving as a hub to process multiple sources of lithium brine primarily from the U.S. to supply battery grade lithium carbonate to domestic battery manufacturers. Stardust Power intends to enter into letters of intent and memoranda of understanding to avail itself of brine feedstock supply. Stardust Power’s business strategy will depend on such agreements and its ability to source lithium brine.

Stardust Power has also engaged with established advisors with varied expertise in lithium refining, for the development of the refinery to oversee the construction of the Facility. As a newly incorporated entity, Stardust Power is dependent on the expertise of, and agreements with, its various consultants to execute its business strategy. Having been incorporated on March 16, 2023, Stardust Power has a limited history of operations. The Company has not generated any revenue and has a history of losses, that stood at approximately $2764.5 million, ~~for~~ for the period since its inception on March 16, 2023, to ~~December~~September 3130, ~~2024~~2025. For more information, see the sections titled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Corporate Information

We were originally known as Global Partner Acquisition Corp II. In connection with the consummation of the business combination on July 8, 2024, we changed our name from Global Partner Acquisition Corp II to Stardust Power Inc.

Our principal executive office is located at 15 E. Putnam Ave, Suite 378, Greenwich, CT 06830. Our corporate website address is www.stardust-power.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. The website address is included as an inactive textual reference only. “Stardust Power” and our other registered and common law trade names, trademarks and service marks are property of Stardust Power Inc. This prospectus contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and they may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

11Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may limit comparability of our financial statements with certain other public companies because of the potential differences in accounting standards used.

~~Further,~~We ~~Section~~will ~~102(b)(1)~~remain ofan ~~the JOBS Act exempts~~ emerging growth ~~companies~~company ~~from~~until ~~being~~the ~~required~~earlier toof: ~~comply~~(i) ~~with~~the ~~new~~last orday ~~revised~~of ~~financial~~the ~~accounting standards~~fiscal ~~until~~year ~~private companies~~ (~~that is, those that have not had~~ a) ~~Securities~~ending ~~Act~~after ~~registration~~the ~~statement~~fifth ~~declared effective or do~~anniversary ~~not have a class~~ of ~~securities registered under~~ the ~~Exchange~~closing ~~Act)~~of ~~are required to comply with~~ the ~~new~~initial orpublic ~~revised~~offering ~~financial accounting standards~~(i.e., ~~The~~December ~~JOBS~~31, ~~Act~~2026), ~~provides~~(b) ~~that~~in awhich ~~company~~we ~~can~~have ~~elect~~total toannual ~~opt~~gross ~~out~~revenue of ~~the extended transition period and comply with the requirements~~at ~~that~~least ~~apply~~$1.235 tobillion ~~non-emerging~~or ~~growth~~(c) ~~companies~~in ~~but~~which ~~any~~we ~~such~~are ~~election~~deemed to ~~opt~~be ~~out~~a islarge ~~irrevocable.~~accelerated Wefiler, ~~have~~which ~~elected~~means ~~not~~the tomarket ~~opt~~value ~~out~~ of ~~such~~our ~~extended transition~~common ~~period, which means~~ equity that ~~when a standard~~ is ~~issued~~held orby ~~revised~~non-affiliates ~~and~~equals ~~it has different application dates for public~~ or ~~private companies~~exceeds ~~we,~~$700 million as anof ~~emerging growth company, can adopt~~ the ~~new~~prior orJune ~~revised~~30th; ~~standard~~and at(ii) the ~~time~~date ~~private~~on ~~companies~~which ~~adopt~~we ~~the~~have ~~new~~issued ~~or revised~~more ~~standard~~than $1.0 ~~This~~billion ~~may~~in ~~limit~~non-convertible ~~comparability~~debt ofsecurities ~~our~~during ~~financial statements with certain other public companies because of~~ the ~~potential~~prior ~~differences in~~three-year ~~accounting standards used~~period.

We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) ending after the fifth anniversary of the closing of the initial public offering (i.e., December 31, 2027), (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates equals or exceeds $700 million as of the prior June 30th; and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Summary of Risk Factors

You should consider all of the information contained in this prospectus before investing in our securities, which involves substantial risk. Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” beginning on page 157 of this prospectus, that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business. The occurrence of one or more of the events or circumstances described in the section entitled “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse effect on our business, cash flows, financial condition and results of operations. Important factors and risks that could cause actual results to differ materially from those in the forward-looking statements include, among others, the following:

● Resales of our Common Stock in the public market by our stockholders as a result of this offering may cause the market price of our Common Stock to fall. ● Investors who buy shares at different times will likely pay different prices. ● This offering may cause the trading price of our Common Stock to decrease. ● Our future performance is difficult to evaluate because we have a limited operating history in the lithium industry. ● Our limited history makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment. ● Our management has identified conditions that raise substantial doubt about our ability to continue as a going concern. ● We are a development stage company, and there is no guarantee that our development will result in the commercial production of lithium from brine sources. ● We face numerous risks related to exploration, construction, and extraction of brine by our suppliers. ● Our quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods. ● Our long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive cash flows from our battery-grade lithium production activities. ● Pipeline of lithium feedstock may prove to be non-viable, which could have material adverse impact on our business and operations. ● Logistics costs based on a hub and spoke refinery model may increase the price to where it is not economically viable.

124

● Our long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive cash flows from our battery-grade lithium production activities. ● Pipeline of lithium feedstock may prove to be non-viable, which could have material adverse impact on our business and operations. ● Logistics costs based on a hub and spoke refinery model may increase the price to where it is not economically viable. ● Even if we are successful in completing all initial phases and the first commercial production at our Facility and consistently produce battery-grade lithium on a commercial scale, we may not be successful in commencing and expanding commercial operations to support the growth of our business. ● Our ability to manage growth will have an impact on our business, financial condition, and results of operations. ● Our products may not qualify for use for our intended customers. ● We might not be able to sell our products as intended. ● Delays and other obstacles may prevent the successful completion of our Facility. ● We depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to meet our liquidity needs and long-term commitments, fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth. ● We may not be able to develop, maintain and grow strategic relationships, identify new strategic relationship opportunities, or form strategic relationships, in the future. ● Lithium can be highly combustible, and if we have ~~incidents~~incidences, it could adversely impact us. ● The lithium brine industry includes well capitalized companies, and we may not have sufficient resources to compete against them. ● Low-cost producers could disrupt the market and be able to provide products cheaper than the Company. ● We may be unable to qualify for existing federal and state level grants and incentives and the grants and incentives may not be released to us as quickly or efficiently as we anticipate or at all. ● ~~The~~We ~~development~~may in the future use hedging arrangements to mitigate certain risks, but the use of ~~non-lithium~~such ~~battery~~derivative ~~technologies~~instruments could ~~adversely~~have ~~affect~~a usmaterial adverse impact on our results of operations. ● ~~Lithium~~We ~~prices~~may acquire or invest in additional companies, which may divert our management’s attention, result in additional dilution to our stockholders, and consume resources that are ~~subject~~necessary to ~~unpredictable~~sustain ~~fluctuations~~our business. ● ~~The~~We ~~development~~are dependent upon key management employees. ● Our success as a company producing battery-grade lithium and related products depends to a great extent on the capabilities of our partners for lithium ~~refinery~~extraction isfrom ~~highly~~brine ~~dependent~~and ~~upon~~our ability to secure capital for the ~~currently~~implementation ~~projected~~of brine processing plants. ● Volatility in the demand for ~~and~~lithium ~~uses~~products or the development of alternative battery technologies that do not utilize lithium~~-based~~ ~~end~~inputs ~~products~~may adversely affect the market for lithium. ● Lithium prices are subject to unpredictable fluctuations which may adversely affect the results of our operations and our ability to successfully execute our business plan. ● Our future growth and success are dependent upon consumers’ demand for electric vehicles in an automotive industry that is generally competitive, cyclical, and volatile. ● We may be unable to successfully negotiate final, binding terms related to our current non-binding memoranda of understanding and letters of intent for supply and offtake agreements, which could harm our commercial prospects. ● AnChanges ~~escalation~~in oftechnology ~~the~~or ~~current~~other ~~war~~developments incould ~~Ukraine,~~adversely ~~generalized~~affect ~~conflict~~demand for lithium compounds or result in ~~Europe~~preferences for substitute products. ● Our business and operations may be significantly disrupted upon the ~~Middle~~occurrence ~~East~~of a catastrophic event, information technology system failures or ~~the~~cyberattack. ~~emergence~~● ofWe ~~conflict~~may ~~elsewhere~~be subject to liabilities and losses that may not be covered by insurance. ● Lawsuits may be filed against us, and an adverse ruling in any such lawsuit may adversely affect our business, financial condition, or liquidity or the market price of our Common Stock. ● ~~Potential~~The ~~tariffs~~selling stockholder may choose to sell the shares at prices below the current market price. ● Neither we nor the selling stockholders have authorized any other party to provide you with information concerning us or athis ~~global~~offering. ~~trade~~● ~~war~~We ~~could~~will ~~increase~~have broad discretion as to the ~~cost~~proceeds that we receive from the cash exercise by any holder of ~~products~~the Warrant, and we ~~rely~~may ~~upon,~~not ~~which~~use ~~could~~the ~~adversely~~proceeds ~~impact~~effectively. ● We may be subject to claims challenging the ~~competitiveness~~inventorship or ownership of our ~~business~~future intellectual property, particularly those that may be developed or invented by our employees, consultants or contractors. ● We may be sued by third parties for alleged infringement of their intellectual property rights, which could be costly, time-consuming and limit our ~~financial~~ability ~~results~~to use certain technologies in the future. ● Compliance with health and safety laws and regulations can be complex, and noncompliance with these laws and regulations may result in potentially significant monetary damages and fines. ● Climate change, legislation, regulation and policies may result in increased operating costs and otherwise affect our business, our industry and the global economy . ● WeThe ~~identified~~physical ~~material~~impacts ~~weaknesses~~of inclimate change, including adverse weather, may have a negative impact on our ~~internal~~business ~~control~~and ~~over~~results ~~financial~~of ~~reporting~~operations. in● ~~prior~~The ~~year~~price of the Company’s securities may be volatile. If● weThe ~~experience~~Company ~~additional~~does ~~material~~not ~~weaknesses~~intend orto ~~other~~pay ~~deficiencies~~cash individends for the foreseeable future. or● ~~otherwise~~The ~~fail~~Company toqualifies ~~maintain~~as an ~~effective~~“emerging ~~system~~growth ofcompany.” ~~internal~~The ~~control~~reduced ~~over~~public ~~financial~~company reporting, werequirements applicable to emerging growth companies may ~~not~~make bethe ~~able~~Common Stock less attractive to ~~accurately~~investors. or● ~~timely~~Warrants ~~report~~may be exercised for common stock, which would increase the number of shares eligible for future resale in the public market and result in further dilution to our stockholders. ● If the Company’s operating and financial ~~results~~performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of the common stock may decline. ● We may issue additional shares of the Common Stock (including upon the exercise of warrants), which ~~could~~would increase the number of shares of Common Stock eligible for future resale in the public market and result in ~~loss~~dilution to the Company stockholders. ● A sale of ~~investor~~a ~~confidence~~substantial ~~and~~number ~~adversely~~of ~~impact~~shares of our Common Stock may cause the price of our common stock to decline. ● The Company may issue additional shares of Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of the Common Stock. ● The Company is a holding company and its only material assets are its interest in its subsidiaries, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes and pay dividends.

13Recent Developments

Appointment of General Counsel

On January 26, 2026, the Company announced the appointment of Bruce Czachor as the Company’s General counsel, effective January 26, 2026. In connection with his appointment, the Company entered into an Employment, Agreement with Mr. Czachor.

THE OFFERING

Number of Shares of Common Stock being offered by us		8,139,346 shares of Common Stock (or 9,360,247 shares of Common Stock if the underwriter exercises its over-allotment option for shares of Common Stock in full), based on an assumed public offering price of $0.6143 per share.
Common stock offered by the Selling Stockholders:		Up to 1,896,998 shares of our common stock, consisting of (i) up to 1,450,000 shares of common stock (the “Convertible Note Shares”) issuable upon the conversion or repayment of a secured, 24-month, interest free convertible promissory note in the principal amount of $4,800,000 issued to a selling stockholder (the “Note”); (ii) 411,245 shares of common stock (the “Warrant Shares” and, together with the Convertible Note Shares and the Warrant Shares, the “Shares”) issuable upon exercise of a common stock purchase warrant (the “Warrant” and, together with the Note, the “Lind Securities”) and up to 35,753 shares of common stock (the “B. Riley Shares”) issued or issuable to B. Riley further to the letter agreement pursuant to which the Company and B. Riley mutually agreed to terminate, on December 11, 2025, that certain Common Stock Purchase Agreement, dated October 7, 2024, as amended, and the related Registration Rights Agreement, entered as of the same date (the “B. Riley Transaction”). The Lind Shares and the B. Riley Shares are collectively referred to herein as the “Shares.”
Pre-Funded Warrants		We are also offering to investors that would otherwise result in the investor’s beneficial ownership exceeding 4.99% of our outstanding shares of Common Stock immediately following the consummation of this offering the opportunity to invest in Pre-Funded Warrants to purchase one share of Common Stock in lieu of one share of Common Stock. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the shares of Common Stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one share of Common Stock. The purchase price of each Pre-Funded Warrant will be equal to the price per one share of Common Stock, minus $0.0001, and the exercise price of each Pre-Funded Warrant will equal $0.0001 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time in perpetuity until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis. This prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
Shares of Common Stock Outstanding immediately after this Offering(1):		If all the Convertible Note Shares and Warrant Shares are issued, there will be 11,730,803 shares of Common Stock issued and outstanding.
Assumed Public Offering Price		$0.6143 per share.
Use of Proceeds		We will receive no proceeds from the sale of Shares of common stock the selling stockholders. We will receive proceeds in the event that the Warrant is exercised at the exercise price per share for cash, which will result in gross proceeds of approximately $2.4 million. Any proceeds that we receive from the exercise of the Warrant may be used for certain early design and engineering services, infrastructure improvement, procurement activities, and the remainder of the net proceeds will be used for general working capital purposes. See the section of this prospectus titled “Use of Proceeds” for additional information.
Shares of Common Stock Outstanding before this Offering		60,508,357 shares.
Risk Factors		Investing in our common stock is speculative and involves a high degree of risk. See “Risk Factors” beginning on page 7, other information appearing elsewhere in this prospectus and in the documents incorporated by reference herein for a discussion of factors you should carefully consider before deciding whether to invest in our common stock. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations.
Shares of Common Stock Outstanding after this Offering		68,647,703 shares of Common Stock, assuming that no Pre-Funded Warrants are issued (or 69,868,604 shares of Common Stock if the underwriter exercises its over-allotment option for the shares of Common Stock in full).
Exchange Listing		Our common stock is listed on the Nasdaq Capital Market, under the symbol “SDST.”
Over-allotment Option		We have granted the underwriter an option exercisable within 45 days of the date of this prospectus to purchase from us, based on an assumed public offering price of $0.6143 per share, up to 1,220,902 additional shares of Common Stock at a price of $0.6143, less the underwriting discounts payable by us, solely to cover over-allotments, if any.
Use of Proceeds		We currently expect to use the net proceeds for working capital and general corporate purposes. For additional information please refer to the section entitled “Use of Proceeds.”
Underwriter Compensation		The underwriter will receive an underwriting discount equal to 7.0% of the gross proceeds from the sale of securities in the offering. We will also reimburse the underwriter for certain out-of-pocket actual expenses related to the offering. See “Underwriting.”
Risk Factors		An investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page 15 of this prospectus and the other information included in this prospectus for a discussion of the risk factors you should carefully consider before deciding to invest in our securities.
Exchange Listing		Our Common Stock is listed on the Nasdaq Global Market, under the symbol “SDST.”

The above discussion is based on 609,~~508~~869,~~357~~558 shares of ~~Common~~common ~~Stock~~stock issued and outstanding as of ~~June~~January 930, ~~2025~~2026, and excludes, as of that date, the:

●	10,430,800 shares of Common Stock issuable upon the exercise of outstanding warrants at a weighted average price of $11.5, of which warrant to purchase 10,430,800 shares are exercisable; and
●	3,910,650 shares of Common Stock available for future issuance under the Stardust 2024 Equity Plan.

●	1,136,102 shares of common stock issuable upon the exercise of outstanding warrants at a weighted average price of $115.00, of which warrant to purchase 1,136,102 shares are exercisable;

●	257,697 shares of common stock available for future issuance under the Stardust 2024 Equity Plan; and

●	65,000 shares of common stock issuable to a vendor for services provided to the Company.

146

RISK FACTORS

~~An investment~~Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below ~~before~~information ~~making~~contained ~~an investment~~in ~~decision.~~this ~~Our business~~prospectus, including ~~prospects,~~our financial ~~condition~~statements orand ~~operating~~related ~~results~~notes ~~could~~appearing beat ~~harmed~~the byend ~~any~~ of ~~these~~this ~~risks,~~prospectus asand ~~well~~in the section titled “Management’s asDiscussion ~~other~~and ~~risks~~Analysis ~~not~~of ~~currently~~Financial ~~known~~Condition toand usResults orof ~~that~~Operations,” webefore ~~currently~~deciding ~~consider~~to ~~immaterial~~invest in our securities. ~~The~~Although we ~~trading~~have ~~price~~organized ofrisks ~~our~~generally ~~Common~~according ~~Stock~~to ~~could~~these ~~decline~~categories ~~due~~in tothe ~~any~~discussion below, many of ~~these~~the risks may have ramifications in more than one category. These categories, ~~and~~therefore, should be viewed as a ~~result,~~starting ~~you~~point ~~may~~for ~~lose~~understanding ~~all~~the orsignificant ~~part~~risks we face and not as a limitation on the potential impact of ~~your~~the ~~investment~~matters discussed.

InIf ~~the~~any ~~course~~ of ~~conducting~~the ~~our~~events ~~business~~or ~~operations,~~developments wedescribed ~~are~~below ~~exposed~~were to aoccur, ~~variety~~our ofbusiness, ~~risks.~~prospects, ~~Any~~operating ofresults ~~the~~and ~~risk~~financial ~~factors~~condition ~~we describe below have~~could ~~affected~~suffer ormaterially, ~~could~~the ~~materially~~trading ~~adversely~~price ~~affect~~of our ~~business,~~common ~~financial~~stock ~~condition~~could decline, and ~~results~~you ofcould ~~operations.~~lose ~~The~~all ~~market~~or ~~price~~part of ~~our~~your ~~securities~~investment. The ~~could~~risks ~~decline,~~and ~~possibly~~uncertainties ~~significantly~~described orbelow ~~permanently,~~are ifnot ~~one~~the oronly ~~more~~ones ofwe ~~these~~face. Additional risks and uncertainties ~~occurs.~~not ~~Certain~~presently ~~statements~~known into ~~“Risk~~us or ~~Factors”~~that ~~are~~we ~~forward-looking~~currently ~~statements.~~believe ~~See~~to ~~“Cautionary~~be ~~Note~~immaterial ~~Regarding~~may ~~Forward-Looking~~also ~~Statements~~adversely affect our business.”

Certain statements in “Risk Factors” are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to our Business and Industry

Our future performance is difficult to evaluate because we have a limited operating history in the lithium industry.

We have had a limited operating history in the lithium industry, and we have not realized any revenues to date from the sale of lithium, and our operating cash flow needs have been financed through issuance of SAFE notes, debt and equity securities, and not through cash flows derived from our operations. As a result, we have little historical financial and operating information from our lithium business to help you evaluate our performance.

Our limited history makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment.

We incorporated on March 16, 2023, and have yet to construct our Facility and commence production. As a result, we have a limited operating history upon which to evaluate our business and future prospects, which subjects us to a number of risks and uncertainties, including our ability to plan for and predict future growth. Since our founding, and acquisition of land for the establishment of our Facility, we have made significant progress towards site due diligence, engineering and techno-economic analysis for assessing suitability of the land and location. The refinery designs, brine extraction and transportation process to our Facility, process configurations, and control system of the Facility are representative of an industrial-scale battery-grade lithium production facility. We have also undertaken and continue to undertake various environmental studies by industry experts. As we continue to develop our production Facility, we expect our operating losses and negative operating cash flows to grow until first commercial production and sales.

We may encounter risks and difficulties experienced by growing companies in rapidly developing and changing industries, including challenges related to achieving market acceptance of our products, competing against companies with greater financial and technical resources, competing against entrenched incumbent competitors that have long-standing relationships with our prospective customers in the battery-grade lithium market, recruiting and retaining qualified employees, and making use of our limited resources. We cannot ensure that we will be successful in addressing these and other challenges that we may face in the future, and our business may be adversely affected if we do not manage these risks appropriately. As a result, we may not attain sufficient revenue to achieve or maintain positive cash flow from operations or profitability in any given period, or at all.

Our management has identified conditions that raise substantial doubt about our ability to continue as a going concern.

Our management has concluded that there is substantial doubt about our ability to continue as a going concern. Since inception, we have incurred significant operating losses, have an accumulated deficit of approximately $5264.6259 million as of ~~December~~September 3130, ~~2024~~2025, and negative operating cash flow of approximately $96.7255 million for the ~~year~~nine months ended ~~December~~September 3130, ~~2024~~2025. Our management expects that operating losses and negative cash flows may continue to increase from the ~~December~~September 3130, ~~2024,~~2025 levels, particularly because we are not generating any revenue as yet and owing to additional costs towards capital expenditure and expenses related to the development of site preparation, engineering, feasibility studies, and investment in upstream companies and salaries of the senior team and professional expenses. These conditions raise substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management’s plan to raise additional capital from issuance of equity or receive additional borrowings to fund the Company’s operating and investing activities. There can be no assurance that we will be successful in our plans described elsewhere in this ~~annual~~prospectus ~~report~~ or in attracting future debt, equity financings or strategic and collaborative ventures with third parties on acceptable terms, or if at all. If we are unable to raise adequate capital at favorable terms, the business, operations and financial results, and hence stock price of securities of the Company in the public markets may be adversely impacted, which could have a material adverse impact on your investment.

157

We are a development stage company, and there is no guarantee that our development will result in the commercial production of lithium from brine sources.

As a development stage company, we have yet to start the purification of lithium brine to produce battery-grade lithium and are not likely to generate revenue in our initial years of operations. Accordingly, we cannot assure you that we will ever realize any profits. Any profitability in the future from our business will be dependent upon an economic method of extracting the required brine by our partners, whether directly or as byproducts of the oil and gas industry, and from further exploration and development of other economic sources of brine. Further, we cannot assure you that any exploration and extraction programs conducted by our partners will result in profitable commercially viable extraction, purification, and production operations. The exploration, extraction and purification of lithium brine, whether obtained from deposits or as byproducts of the oil and gas industry, involves a high degree of financial risk over a significant period of time, which may or may not be reduced or eliminated through a combination of careful evaluation, experience, and skilled management. While the discovery of additional lithium brine deposits may result in increasing and diversifying supply sources, there can be no assurances that costs associated with extraction and subsequent transportation to the Facility would be economical and efficient enough for profitable commercial production. Further, significant expenses may be required by our partners to construct processing facilities and to establish brine reserves.

We do not know with certainty that economically recoverable lithium exists on properties of our partners from who we seek to obtain brine. In addition, the quantity of any brine reserves may vary depending on input prices. Any material change in the quantity or grade of brine may affect the economic viability of our properties.

Subsequent to the entering into of commercial product and offtake agreements to sell battery-grade lithium, we may be required to import the input raw materials in order to meet demand. In that event, import expenses, levies by exporting governments, regulatory approvals, shipping and logistics arrangements and costs, could potentially make the production of battery-grade lithium at our facilities economically unviable. This could have a material adverse impact on our business, financial condition, and results of operations and cash flows.

We face numerous risks related to exploration, construction, and extraction of brine by our suppliers.

Our level of profitability, if any, in future years will depend to a great degree on lithium prices and whether we can purchase brine at a price that is economically feasible for us to produce battery-grade lithium. Exploration and development of lithium resources are highly speculative in nature, and it is impossible to ensure that any of our suppliers will establish reserves. Whether it will be economically feasible for our suppliers to extract lithium depends on a number of factors, including, but not limited to: (i) particular attributes of the brine assets, such as chemical composition of lithium, presence of contaminants, temperature of the brine, physical and chemical conditions of the brine and extraction technology and proximity to infrastructure, among other factors; (ii) lithium prices; (iii) extraction, processing and, purification; (iv) logistics and transportation costs; (v) willingness of lenders and investors to provide capital, including project financing; (vi) labor costs and possible labor strikes; (vii) non-issuance or delays in the issuance of permits; (viii) electric vehicle supply and demand; and (ix) governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, grants, foreign exchange, environmental, health and safety, employment, transportation, and reclamation and closure obligations.

168

We are also subject to the risks normally encountered in the lithium industry, that may impact our suppliers which include, without limitation:

	●	the discovery of unusual or unexpected geological formations;
	●	accidental fires, floods, earthquakes, severe weather, seismic activity, or other natural disasters;
	●	unplanned power outages and water shortages;
	●	construction delays and higher than expected capital costs due to, among other things, supply chain disruptions, trade disputes and tariffs, higher transportation costs and inflation;
	●	the ability to obtain suitable or adequate machinery, equipment, or labor;
	●	shortages in materials or equipment and energy and electrical power supply interruptions or rationing;
	●	environmental, health and safety regulations; and
	●	other risks involved in the conduct of lithium exploration and operations.

Our quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.

Our quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period. Our revenues, net income and results of operations may fluctuate as a result of a variety of factors that are outside our control including, but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely find spare machines or parts to fix the broken equipment, regulatory or licensing delays and severe weather phenomena.

Our long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive cash flows from our battery-grade lithium production activities.

Our ability to acquire additional lithium brine from suppliers depends on our ability to generate revenues, achieve and maintain profitability, and generate positive cash flow from our operations. The economic viability of the Facility has many risks and uncertainties including, but not limited to:

	●	significant, prolonged decrease in the market price of lithium;
	●	significantly higher than expected construction, extraction or refining costs;
	●	significantly lower than expected lithium extraction and reduced supply of lithium brine;
	●	significant delays, reductions, or stoppages in lithium extraction activities;
	●	construction delays, procurement issues and workforce sourcing where our Facility is being set up;
	●	significant shortages of adequate and skilled labor or a significant increase in labor costs;
	●	difficulty in obtaining relevant permits or delays caused in obtaining such relevant permits;
	●	more stringent regulatory or environmental, health or safety laws and regulations;
	●	significant difficulty in marketing or selling battery-grade lithium;
	●	negative community and political activism that may have an impact on the laws and regulations surrounding the industry in which we operate;
	●	availability of credits, incentives and federal or state funding for refining and sale of battery-grade lithium and electric vehicles; and
	●	general economic and political conditions, such as recessions, interest rates, inflation and acts of war or terrorism.

It is common for a new lithium refining operation to experience unexpected costs, problems, and delays during construction, commissioning and start-up. Most similar projects suffer delays during these periods due to numerous factors, including the factors listed above. Any of these factors could result in changes to capital and operating expenditures, economic returns or cash flow estimates of the project or have other negative impacts on our financial position. There is no assurance that our Facility will commence commercial production on schedule, or at all, or will result in profitable, viable operations. If we are unable to develop our Facility into a commercial operating facility, our business and financial condition will be materially adversely affected. Moreover, even if a feasibility study supports a commercially viable project, there are many additional factors that could impact the project’s development, including terms and availability of financing, cost overruns, litigation or administrative appeals concerning the project, delays in development, and any permitting changes, among other factors, and factors beyond our control such as adverse weather conditions.

179

Our future lithium refining and production activities may change as a result of any one or more of these risks and uncertainties. We cannot assure you that any of our activities will result in achieving and maintaining profitability and developing positive cash flows.

Pipeline of lithium feedstock may prove to be non-viable, which could have material adverse impact on our business and operations.

Through our strategic memorandums of understanding via non-binding contractual arrangements with leading global players ~~such as Usha Resources for the Jackpot Lake Lithium Brine Project~~, ~~QXR, IGX and Zelandez,~~ we depend on them for supply and production of lithium brine, and if for some reason the memorandums of understanding do not culminate into binding agreements or do not yield desired economic results, it could adversely impact our business, operations and financial condition. For example, the results of the Phase I of Liberty Lithium project with QXR may prove to be economically unviable, or not an economically viable source of feedstock for the Company. Further, our arrangement with ~~Zelandez~~Prairie Lithium may also not create adequate feedstock. Sufficient supply and production of lithium brine may not be available at the onset of ~~the~~ production at the Facility. Additionally, upstream risks may prevent us from organizing enough feedstock supply to produce consistent lithium products, and the competitive landscape for lithium supply could become a detriment to the Company’s efforts. Changes in commodity prices may also limit upstream exploration and production. We cannot assure you that we will not be faced with adverse impacts should the execution of our strategy be impacted.

Logistics costs based on a hub and spoke refinery model may increase the price to where it is not economically viable.

Our business model is designed to have a central refinery where inputs are transported to the central location. This approach has a layer of transportation costs associated with it. While our management believes these costs can be limited through concentration and or crystallization, we cannot assure you that any adverse changes in transportation costs, transportation and logistics levies, ~~changed~~changes in concentration and or crystallization process leading to increased costs, among others, would not increase costs substantially, reduce operating margins, or make our project unviable.

Even if we are successful in completing all initial phases and the first commercial production at our Facility and consistently produce battery-grade lithium on a commercial scale, we may not be successful in commencing and expanding commercial operations to support the growth of our business.

Our ability to achieve significant future revenue will depend in large part upon our ability to attract customers and enter into contracts on favorable terms. We expect that many of our customers will be large companies with extensive experience operating in the lithium markets. We lack significant commercial operating experience and may face difficulties in developing marketing expertise in these fields. Our business model relies upon our ability to successfully implement our first commercial production and commence and expand commercial operations. Furthermore, we also intend to successfully negotiate, structure and fulfill long-term supply agreements for lithium brine with suppliers.

Agreements with potential customers may initially only provide for the purchase of limited quantities from us. Our ability to increase our sales will depend in large part upon our ability to expand these existing customer relationships into long-term supply agreements. Establishing, maintaining and expanding relationships with customers in general can require substantial investment without any assurance from customers that they will place significant orders. In addition, many of our potential customers may be more experienced in these matters than we are, and we may fail to successfully negotiate these agreements in a timely manner or on favorable terms which, in turn, may force us to slow our production, dedicate additional resources to increasing our storage capacity and/or dedicate resources to sales in spot markets. Furthermore, should we become more dependent on spot market sales, our profitability will become increasingly vulnerable to short-term fluctuations in the price and demand for battery-grade lithium and competing substitutes.

1810

Our ability to manage growth will have an impact on our business, financial condition, and results of operations.

Future growth may place strains on our financial, technical, operational, and administrative resources and cause us to rely more on project partners and independent contractors, thus, potentially adversely affecting our financial position and results of operations. Our ability to grow will depend on a number of factors, including, but not limited to:

	●	our ability to develop existing prospects;

	●	our ability to identify suppliers and enter into long-term supply agreements with suppliers;

	●	our ability to maintain or enter into new relationships with project partners and independent contractors;

	●	our ability to continue to retain and attract skilled personnel;

	●	our access to capital;

	●	the market price for lithium products; and

	●	our ability to enter into agreements for the sale of lithium products.

Our products may not qualify for use for our intended customers.

Our battery-grade lithium products may not be suitable for our intended customers’ use for lithium-ion batteries. These batteries have strict requirements for the materials used in their manufacture as impurities can lead to poor charging performance including reduced vehicle range of operation, more frequent need to charge, problems with batteries starting at colder temperature and, in some extreme cases, to batteries catching on fire. A major issue with the current lithium conversion practice in the industry is reliable operation in producing high-quality lithium products. Although through our business arrangements and our process, we expect to produce battery-grade lithium products that meet purity requirements, we cannot assure you that we will be able to enter into business arrangements as we intend, that our processes will meet the stringent quality testing norms of our intended customers, and we will not be able to develop the market to sell our products, which will have an adverse impact on our revenue, operations and financial condition.

We might not be able to sell our products as intended.

As a result of evolving market dynamics, we may not be able to secure long-term buyers for our products for a variety of reasons, including: qualification, competitive pricing, logistical costs, future government policies and incentives, changes in demand from EV adoption, changes in demand due to changes in chemistry of batteries, or the synthesizing of battery metals, emergence of new engineering technologies or processes that could render existing processes obsolete, and alternatives to battery-grade lithium for the EV industry, among others. We cannot assure you that such events in the future may not occur, or how adversely they will impact our business, operations , and financial position.

Delays and other obstacles may prevent the successful completion of our Facility.

Delays may stop or temporarily stop the development of our Facility. These delays could include but are not limited to, permitting delays and inability to obtain permits, construction delays, procurement issues, workforce sourcing, community activism, and political opposition. A significant delay in completion of our Facility could adversely affect our ability to finish development with changes in both capital expenditure and operating expenditure.

We depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to meet our liquidity needs and long-term commitments, fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.

Until commercial production is achieved from our planned projects, we will continue to incur operating and investing net cash outflows associated with including, but not limited to, undertaking exploration, extraction and production activities, and the development of our planned projects. As a result, we rely on access to various sources of funding including debt, private equity, the public and private debt and equity capital markets, as well as grants, as a source of funding for our capital and operating requirements. We require additional capital to meet our liquidity needs related to expenses for our various corporate activities, including the costs related to our status as a publicly traded company, funding for our ongoing operations, explore and define lithium brine extraction, and establish any future lithium operations. We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all.

To finance our future ongoing operations, and future capital needs, we may require additional funds through the issuance of additional equity or debt securities. Depending on the type and terms of any financing we pursue, stockholders’ rights and the value of their investment in our Common Stock could be reduced. Any additional equity financing will dilute our existing shareholdings. If the issuance of new securities results in diminished rights to holders of our Common Stock, the market price of our Common Stock could be negatively impacted. New or additional debt financing, if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid. Interest on such debt securities would increase costs and would subject us to increased debt service obligations, could result in operating and financing covenants that would restrict our operations and hence negatively impact operating results.11

IfTo wefinance ~~are~~our ~~unable~~future toongoing ~~obtain~~operations, ~~additional~~and ~~financing,~~future ascapital ~~needed~~needs, atwe ~~competitive~~may ~~terms,~~require ~~our~~additional ~~ability~~funds tothrough ~~fund~~the ~~our~~issuance ~~current~~of ~~operations~~additional ~~and implement~~equity ~~our~~or ~~business~~debt ~~plan~~securities. ~~and~~Depending ~~strategy~~on ~~will~~the betype ~~adversely~~and ~~affected.~~terms ~~These~~of ~~circumstances~~any ~~may~~financing ~~require~~we uspursue, tostockholders’ ~~reduce~~rights and the ~~scope~~value of their investment in our ~~operations~~common ~~and scale~~stock ~~back~~could ~~our~~be ~~exploration,~~reduced. ~~extraction,~~Any ~~refining~~additional ~~and~~equity ~~production~~financing ~~plans~~will dilute our existing shareholdings. ~~There~~If isthe noissuance of ~~guarantee~~new ~~that~~securities weresults ~~will~~in bediminished ~~able~~rights to ~~secure~~holders ~~any~~of ~~additional funding~~our orcommon bestock, ~~able~~the tomarket ~~secure~~price ~~funding~~of toour ~~provide~~common usstock ~~with~~could be ~~sufficient~~negatively ~~funds~~impacted. toNew ~~meet~~or ~~our~~additional ~~objectives~~debt financing, ~~which~~if available, may ~~adversely~~involve ~~affect~~restrictions ~~our~~on ~~business~~ financing and ~~financial~~operating ~~position~~activities. In ~~There~~addition, ~~can~~if bewe noissue ~~assurance~~secured ~~that~~debt ~~financing~~securities, ~~will~~the beholders ~~available~~of inthe debt would have a ~~timely~~claim ~~manner~~to orour inassets ~~amounts~~that orwould onbe ~~terms~~prior ~~acceptable~~ to ~~us,~~the rights orof atstockholders ~~all.~~until ~~Any~~the ~~failure~~debt tois ~~raise~~paid. ~~needed~~Interest ~~funds~~ on ~~terms~~such ~~favorable~~debt tosecurities ~~us,~~would orincrease atcosts ~~all,~~and ~~could~~would ~~severely~~subject ~~restrict~~us ~~our~~to ~~liquidity~~increased debt asservice ~~well as~~obligations, ~~have~~could aresult ~~material~~in ~~adverse~~operating ~~impact~~and onfinancing ~~our~~covenants ~~business,~~that ~~results~~would ofrestrict our operations, and ~~financial~~hence ~~performance~~negatively impact operating results.

If we are unable to obtain additional financing, as needed, at competitive terms, our ability to fund our current operations and implement our business plan and strategy will be adversely affected. These circumstances may require us to reduce the scope of our operations and scale back our exploration, extraction, refining and production plans. There is no guarantee that we will be able to secure any additional funding or be able to secure funding to provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position. There can be no assurance that financing will be available in a timely manner or in amounts or on terms acceptable to us, or at all. Any failure to raise necessary funds on terms favorable to us, or at all, could severely restrict our liquidity as well as have a material adverse impact on our business, results of operations, and financial performance.

We may not be able to develop, maintain and grow strategic relationships, identify new strategic relationship opportunities, or form strategic relationships, in the future.

We expect that our ability to establish, maintain, and manage strategic relationships, such as our non-binding agreements with suppliers, offtakers, technology partners and other related service/ancillary providers, will be important to the success of our business. We cannot guarantee that the companies with which we have developed or will develop strategic relationships will continue to devote the resources necessary to promote mutually beneficial business relationships in order to grow our business. If, for some reason, our partners choose to terminate our contracts with them, refuse to enter into contracts with us on commercially reasonable terms, or are unable to deliver on agreed terms, the refining of lithium brine, the construction of our Facility, the ability to produce market-acceptable battery-grade lithium, and our business operations would be materially adversely impacted. Further, some of our current arrangements are not exclusive, and some of our strategic partners may work with our competitors in the future. If we are unsuccessful in establishing or maintaining our relationships with key strategic partners, our overall growth could be impaired, and our business, prospects, financial condition, and operating results could be adversely affected.

Lithium can be highly combustible, and if we have ~~incidences~~incidents, it could adversely impact us.

Lithium in concentrated form could be highly combustible, if not produced, stored and transported using the appropriate protocols. It may cause violent combustion or explosion, on contact with heat or water. Pure lithium when finely dispersed, may ignite spontaneously on contact with air, under certain circumstances. Upon exposure to heat, toxic fumes are formed, and then it may decompose. The product can react violently with strong oxidants, acids and many other compounds (e.g. hydrocarbons, halogens, halons, concrete, sand and asbestos). This creates fire and explosion hazard. Lithium could also react with water, which may produce highly flammable hydrogen gas and corrosive fumes of lithium hydroxide. Transportation of lithium can be dangerous if not conducted using appropriate safety measures. The end products, such as lithium-ion battery, which is manufactured with our product, may be unstable and combustible. While we intend to follow protocol and safety measures, we cannot assure you that the lithium we produce will not combust. If it does, it could severely impact our operations, business, and revenue as well as increase our insurance claims and insurance premium, thereby impacting our profitability.

2012

The lithium brine industry includes well capitalized companies, and we may not have sufficient resources to compete against them.

The direct lithium extraction (“DLE”) industry and lithium processing sector include established competitors possessing substantial capitalization and extensive resources. Accordingly, we may encounter challenges competing against these well-capitalized incumbents. These industry participants often benefit from significant financial reserves operational and distribution scale, which could potentially place us at a competitive disadvantage.

Low-cost producers could disrupt the market and be able to provide products cheaper than the Company.

Producers, especially in foreign jurisdictions including but not limited to China, Argentina, Chile, India and Australia, could use processes that might produce lower-cost lithium, which could impact the market in general, and adversely impact the sales of the Company, in particular. Other producers could forgo DLE technologies and use ponds or other mechanisms to extract lithium, which could have a lower cost basis. Further, other producers could operate in markets which may have less rigorous environmental, health, safety, and other regulatory compliance standards compared to our market. This could lead those producers to reduce costs substantially, that could make our pricing less competitive or even unviable. If such a scenario were to occur, it could have a material adverse impact on our revenue, profitability and cash flow.

We may be unable to qualify for existing federal and state level grants and incentives and the grants and incentives may not be released to us as quickly or efficiently as we anticipate or at all.

There are substantial grants, financing, and other incentives provided by various government organizations designed to facilitate American manufacturing of battery-grade lithium products, such as the those covered under the incentives through the IRA, IR Act and BIL under the aegis of the Department of Energy LPO Loan Programs Office Advanced Technology Vehicles Manufacturing Loan Program, Department of Defense, Defense Production Act, Department of Energy Grant, Department of Defense Office of Strategic Capital, as well as the Investment Tax Credit and the 21st Century Quality Jobs Program by the Oklahoma Department of Commerce, among others. While we expect to receive grants from the State of Oklahoma, we cannot assure you that such grants will be received in a timely manner in meaningful amounts, or at all, and we may not be eligible or qualify for federal grants. These and other future governmental incentives may be removed or no longer provided, due to changes in governmental policies or political attitudes towards such incentives which may change and limit the distribution of any such incentives. For example, the Company has been advised with respect to its grant application under the Defense Production Act that such application would be held, but currently there is no such funding available under the program. Additionally, in January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated through the BIL/Infrastructure Investment and Jobs Act, the IRA and the IR Act. This pause on disbursements is subject to ongoing legal challenges. Furthermore, the IR Act and the IRA may be subject to attempts to amend or repeal, including through Congressional budget reconciliation. The full impact of these actions and next steps remains uncertain at this time. We cannot assure you that if the basis of certain incentives changes and the grants become non-available or are delayed, the same will not affect our ability to start our operations in a timely and cost-effective manner, leading to delays in commissioning, and could adversely impact our financing options, and hence adversely impact our ability to generate revenue and profitability.

We may in the future use hedging arrangements to mitigate certain risks, but the use of such derivative instruments could have a material adverse impact on our results of operations.

In the future, we may use interest rate swaps to manage interest rate risk, especially on long-term offtake contracts with customers. In addition, we may use forward sales and other types of hedging contracts, including foreign currency hedges if we do expand into other countries. If we elect to enter into these types of hedging arrangements, our related assets could recognize financial losses on these arrangements as a result of volatility in the market values of the underlying asset or if a counterparty fails to perform under a contract. If actively quoted market prices and pricing information from external sources are not available, the valuation of these contracts would involve judgment or the use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts. If the values of these financial contracts change in a manner that we do not anticipate, or if a counterparty fails to perform under a contract, it could harm our business, financial condition, results of operations and cash flows.

2113

We may acquire or invest in additional companies, which may divert our management’s attention, result in additional dilution to our stockholders, and consume resources that are necessary to sustain our business.

Our business strategy may include in part acquiring other complementary technologies or businesses, or that provide us with downstream or upstream integration, or making minority investments in such businesses. We may also ~~enter~~develop relationships with other businesses to expand our operations and to create service networks to support our production and delivery of battery-grade lithium. An acquisition, investment, or business relationship may result in unforeseen operating difficulties and expenditures, including ~~ones~~those that we may pursue but do not conclude in an acquisition, investment, or business relationship. We may encounter difficulties assimilating or integrating the businesses, technologies, products, services, personnel, or operations of the acquired companies particularly if the key personnel of the acquired companies choose not to work for us. Acquisitions may also disrupt our business, divert our resources, and require significant management attention that would otherwise be available for the development of our business. Moreover, the anticipated benefits of any acquisition, investment, or business relationship may not be realized or we may be exposed to unknown liabilities.

Negotiating these transactions can be time consuming, difficult, and expensive. We may incur significant business development expenses, and management’s attention may be diverted from the operation of our existing business, during the discussion and negotiation period. Further, our ability to close these transactions may often be subject to approvals that are beyond our control. Consequently, these transactions, even if undertaken and announced, may not close. Even if we do successfully complete acquisitions or investments, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by our customers, securities analysts, and investors.

To the extent we make only a minority equity interest in a company, we may lack affirmative control rights, which may diminish our ability to influence the company’s affairs in a manner intended to enhance the value of our investment in the company. We could incur losses if the majority stakeholders or the management of the company ~~takes~~take risks or otherwise ~~acts~~act in a manner that does not serve our interests. In addition, we could be subject to reputational harm if the company in which the investment is made makes business, financial or management decisions with which we do not agree. These circumstances could also lead to disputes and litigation with management or employees of the company in which the investment is made, or its other stockholders.

We are dependent upon key management employees.

The responsibility of overseeing the day-to-day operations and the strategic management of our business depends substantially on our senior management and key personnel. Loss of any such personnel may have an adverse effect on our performance. The success of our operations will depend upon numerous factors, many of which, in part, are beyond our control, including our ability to attract and retain additional key personnel in sales, marketing, engineering and technical support, and finance. Certain areas in which we operate are highly competitive and competition for qualified personnel is significant. We may be unable to hire suitable field personnel for our engineering and technical team, or there may be periods ~~of time~~ where a particular position remains vacant while a suitable replacement is identified and appointed. We may not be successful in attracting and retaining the personnel required to grow and operate our business profitably.

Our success as a company producing battery-grade lithium and related products depends to a great extent on the capabilities of our partners for lithium extraction from brine and our ability to secure capital for the implementation of brine processing plants.

Our success as a producer of lithium and related products is dependent on our ability to develop and implement more efficient production capabilities based on mineral rich brine and implementation of DLE technologies. While having the potential to significantly increase the supply of lithium from brine projects, the technology for DLE is an emerging technology. A number of DLE technologies are emerging and being tested at scale, with only a handful of projects already in commercial construction. However, there remain challenges around scalability and water consumption/brine reinjection. We will need to continue to invest heavily to scale our manufacturing to ultimately produce sufficient amounts of battery-grade lithium. However, we cannot assure you that our future product research and development projects, if any, and financing efforts will be successful or be completed within the anticipated time frame or budget. There is no guarantee we will achieve anticipated sales targets or if we will be profitable. In addition, we cannot assure you that our existing or potential competitors will not develop technologies which are similar or superior to our technologies, or that result in products that are more competitively priced. As it is often difficult to project the time frame for developing new technologies and the duration of the market window for these technologies, there is a substantial risk that we may have to abandon a potential technology that is no longer commercially viable, even after we have invested significant resources in the development of such technology and our facilities. If we fail in our technology development or product launching efforts, our business, prospects, financial condition and results of operations may be materially and adversely affected.

~~The development of non-lithium battery technologies could adversely affect us.~~14

~~The~~Volatility ~~development~~in ~~and~~the ~~adoption~~demand ~~of new battery technologies that rely on inputs other than lithium compounds could significantly impact our prospects and future revenues. Current and next generation high energy density batteries~~ for ~~use in electric vehicles rely on~~ lithium ~~compounds~~ asproducts aor ~~critical input. Alternative materials and technologies are being researched with~~ the ~~goal~~development of ~~making~~alternative batteries lighter, more efficient, faster charging and less expensive, and some of these may be less reliant on lithium compounds. We cannot predict which new technologies may ultimately prove to be commercially viable or on what time horizon. Commercialized battery technologies that ~~use no,~~do ornot ~~significantly~~utilize ~~less,~~ lithium ~~could~~inputs ~~have~~may adversely aaffect ~~material~~the ~~adverse~~market ~~impact~~for ~~on our prospects and future revenues~~lithium.

~~Lithium~~The development of our Facility is ~~prices~~dependent upon the currently projected demand for and uses of lithium-based end products. This includes lithium-ion batteries for electric vehicles (“EVs”), energy storage solutions and other large format batteries that currently have limited market share and whose projected adoption rates are not assured. To the extent that such markets do not develop in the manner contemplated by us or demand for such end products declines or do not grow as expected, then the long-term growth in the market for lithium products will be adversely affected, which would inhibit the potential for development of our Facility and would otherwise have a negative effect on our business and financial condition. For example, the past couple of years saw weaker than expected EV sales, which signals a decline in demand for one of the principal end products for lithium carbonate. In addition, as a commodity, lithium market demand is subject to the ~~unpredictable~~substitution ~~fluctuations~~effect in which end-users adopt an alternate commodity as a response to supply constraints or increases in market pricing. To the extent that these factors arise in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative effect on us. Further, although current batteries utilized in EV production rely on lithium compounds as a critical input, alternative materials and technologies are being researched with the goal of making batteries lighter, more efficient, faster charging and less expensive, and some of these technologies could be less reliant on lithium compounds. We cannot predict which new technologies may ultimately prove to be commercially viable and when, but any future battery technologies that use less or no lithium could materially and adversely impact our business and future results of operations.

Lithium prices are subject to unpredictable fluctuations which may adversely affect the results of our operations and our ability to successfully execute our business plan.

We expect to derive revenues, if any, from the production and sale of battery-grade lithium. The prices of lithium may fluctuate widely and are affected by numerous factors beyond our control, including international, economic, and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products. The world’s largest suppliers of lithium are Sociedad Quimica y Minera de Chile S.A (NYSE: SQM), Albemarle Corporation (NYSE: ALB), Jiangxi Ganfeng Lithium Co., Ltd. and Tianqi Group. Any attempt to suppress the price of lithium materials by such suppliers, or an increase in production by any supplier in excess of any increased demand, would have negative consequences on Stardust Power. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price) but could also draw new firms into the lithium refinery industry which would compete with Stardust Power. The effect of these factors on the prices of lithium and lithium byproducts, and therefore the economic viability of any of our exploration properties, cannot accurately be predicted. Further, if prices were to decline significantly, it could have significant adverse effects on our ability to source raw material, and hence impact our production volumes. Additionally, this could also have adverse impact, both on our selling price for battery-grade lithium, as well as volumes sold, and could adversely impact our revenue, gross margins and profitability.

~~The development of our lithium refinery is highly dependent upon the currently projected demand for and uses of lithium-based end products.~~15

The development of our lithium refinery is highly dependent upon the currently projected demand for and uses of lithium-based end products, which include lithium-ion batteries for electric vehicles and other large format batteries that currently have limited market share and whose projected adoption rates are not assured. To the extent that such markets do not develop in the manner contemplated by the Company, then the long-term growth in the market for lithium products will be adversely affected, which would inhibit the potential for development of the lithium refinery, its potential commercial viability and would otherwise have a negative effect on the business and financial condition of the Company. In addition, as a commodity, lithium market demand is subject to the substitution effect in which end-users adopt an alternate commodity as a response to supply constraints or increases in market pricing. To the extent that these factors arise in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative effect on the Company and its projects.

Our future growth and success are dependent upon consumers’ demand for electric vehicles in an automotive industry that is generally competitive, cyclical and volatile.

~~Though~~If ~~we continue to see increased interest and adoption of electric vehicles, if~~ the market for electric vehicles in general does not develop as we expect, or develops more slowly than we expect, our business, prospects, financial condition and operating results may be harmed. For example, inon ~~January~~July 4, 2025, President Trump ~~announced~~signed ~~his~~the ~~intention~~One toBig ~~remove~~Beautiful Bill ~~any~~Act ~~favorable~~(the ~~regulatory~~“OBBBA”) ~~conditions~~into ~~for~~law. ~~electric~~The OBBBA eliminates federal EV tax credits for vehicles purchased or leased after September 30, 2025. The EV tax credit plays a significant role in encouraging consumer adoption of EVs, which in turn drives demand for our lithium products. As a result, the ~~future~~termination of ~~any~~the ~~governmental~~EV ~~incentives~~tax ~~intended~~credit is expected to ~~help~~reduce ~~support~~consumer purchasing power and slow the ~~development~~adoption of EVs. ~~the~~A ~~electric~~decline ~~vehicle~~in ~~market~~demand isfor ~~uncertain~~EVs could negatively impact our sales, revenue growth, and profitability. The elimination of the EV tax atcredit ~~this~~may ~~time~~also lead to increased competition as competitors adjust their pricing and product offerings faster than us.

In addition, electric vehicles still constitute a small percentage of overall vehicle sales. As a result, the market for lithium products could be negatively affected by numerous factors, such as:

	●	perceptions about electric vehicle features, quality, safety, performance, sustainability and cost;
	●	perceptions about the limited range over which electric vehicles may be driven on a single battery charge, and access to charging facilities;
	●	competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles;
	●	volatility in the cost of oil, gasoline and energy;
	●	government regulations and economic incentives and conditions; and
	●	concerns about our future viability.

Sales of vehicles in the automotive industry tend to be cyclical in many markets, which may expose us to further volatility. We also cannot predict the duration or direction of current global trends or their sustained impact on consumer demand. Ultimately, we continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate and attempt to accurately project demand and infrastructure requirements globally and deploy our production, workforce and other resources accordingly. If we experience unfavorable global market conditions, or if we cannot or do not maintain operations at a scope that is commensurate with such conditions or are later required to or choose to suspend such operations again, our business, prospects, financial condition and operating results may be materially adversely impacted.

We may be unable to successfully negotiate final, binding terms related to our current non-binding memoranda of understanding and letters of intent for supply and offtake agreements, which could harm our commercial prospects.

From time-to-time, we agree to preliminary terms regarding offtake and supply agreements. We may be unable to negotiate final terms with these or other companies in a timely manner, or at all, and there is no guarantee that the terms of any final agreement will be the same or similar to those currently contemplated. Final terms may include less favorable pricing structures or volume commitments, more expensive delivery or purity requirements, reduced contract durations and other adverse changes. Delays in negotiating final contracts could slow our initial commercialization, and failure to agree to definitive terms for sales of sufficient volumes of lithium could prevent us from growing our business. To the extent that terms in our initial supply and distribution contracts may influence negotiations regarding future contracts, the failure to negotiate favorable final terms related to our current preliminary agreements could have an especially negative impact on our growth and profitability. Further, our prospective counterparties may cancel or delay entering into definitive agreements for a variety of reasons, some of which may be outside of our control. Additionally, we have not demonstrated that we can meet the production levels contemplated in our current non-binding supply agreements. If the construction and readiness of the Facility proceeds more slowly than we expect, or if we encounter difficulties in successfully completing the construction of the Facility, potential customers, including those with whom we have current letters of intent, may be less willing to negotiate definitive supply agreements, or demand terms less favorable to us, and our performance may suffer. If we are unable to enter into such definitive agreements on a timely basis, our growth, revenue and results of operations may be negatively impacted.

We entered into a non-binding letter agreement with Sumitomo contemplating a long-term commercial offtake agreement described under the section titled “Business-Customers”. The parties are engaged in negotiations regarding key commercial points of the potential offtake agreement. The letter agreement provides a framework for a potential binding agreement between the Company and Sumitomo; however, many key terms have not been agreed to in principle. It is possible that we will not be able to agree to enter into a definitive agreement consistent with the above-described letter agreement, or at all.

Our future business prospects could be adversely affected if we are unable to enter into definitive agreements relating to contemplated joint ventures with Usha Resources and IGX and, if such agreements are in fact completed, there can be no assurance that such joint ventures will ultimately be successful.16

We entered into non-binding letters of intent with each of Usha Resources and IGX to acquire majority interests in projects owned by those parties described under the sections titled “Business-Usha Resources Letter of Intent” and “Business - IGX Letter of Intent”. The parties are engaged in negotiations regarding key commercial points of the ventures. The letters of intent provide frameworks for the potential investments; however, many of the key terms of the ventures, including economic and investment terms, have not been agreed to in principle. It is possible that the parties will not be able to agree to enter into definitive agreements consistent with the letters of intent, or at all.

Even if we are able to reach final terms and enter into binding documentation, we do not know how much financing these projects will require, or whether such financing will be available on acceptable terms, or at all. There can be no assurance that the ventures will be able to complete the development of their respective projects and be commercialized. These factors could harm our business, results of operations and financial results.

Changes in technology or other developments could adversely affect demand for lithium compounds or result in preferences for substitute products.

Lithium and its derivatives are preferred raw materials for certain industrial applications, such as rechargeable batteries. For example, current and future high energy density batteries for use in electric vehicles rely on lithium compounds as a critical input. The pace of advancements in current battery technologies, development and adoption of new battery technologies that rely on inputs other than lithium compounds, or a delay in the development and adoption of future high nickel battery technologies that utilize lithium could significantly impact our prospects and future revenues. Many materials and technologies are being researched and developed with the goal of making batteries lighter, more efficient, faster charging, and less expensive, some of which could be less reliant on lithium or other lithium compounds. Some of these technologies, such as commercialized battery technologies that use no, or significantly less, lithium compounds, could be successful and could adversely affect demand for lithium batteries in personal electronics, electric and hybrid vehicles, and other applications. We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon. In addition, alternatives to industrial applications dependent on lithium compounds may become more economically attractive as global commodity prices shift. Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material adverse impact on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify.

Our business and operations may be significantly disrupted upon the occurrence of a catastrophic event, information technology system failures or cyberattack.

Our business is dependent on proprietary technologies, processes and information that we have acquired, and expected to acquire, from our partners, much of which is, or will be, stored on our computer systems. We may in the future enter into agreements with third parties for hardware, software, telecommunications and other IT services in connection with our operations. Our operations depend, in part, on how well we and our vendors protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism, theft, malware, ransomware and phishing or other cyberattacks. Any of these and other events could result in IT system failures, delays, loss of data or information, liability to our partners or other third parties, a material disruption of our business or increases in capital expenses. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment and IT systems and software, as well as ~~preemptive~~pre-emptive expenses to mitigate the risks of vulnerabilities or failures.

Furthermore, the importance of such IT systems and networks and systems may increase if our employees work remotely, which may introduce more risks to our information technology systems and networks as such employees use network connections, computers, or devices that are outside our premises or networks. Additionally, if one of our service providers were to fail and we were unable to find a suitable replacement in a timely manner, we may be unable to properly administer our outsourced functions. If we cannot continue to retain these services provided by our vendors on acceptable terms, our access to necessary IT systems or services could be interrupted. Any security breach, interruption or failure of our IT systems, or those of our third party vendors, could impair our ability to operate our business, reduce our quality of services, increase costs, prompt litigation and other consumer claims, subject us to government enforcement actions (including investigations, fines, penalties, audits, or inspections), and damage our reputation, any of which could substantially harm our business, financial condition or the results of our operations.

As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. While we have implemented security resources to protect our data security and IT systems, such measures may not prevent such events, especially because the cyberattack techniques used change frequently and are often not recognized until launched, and because the full scope of a cyberattack may not be realized until an investigation has been completed, and cyberattacks can originate from a wide variety of sources and through a wide variety of methods. In addition, certain measures that could increase the security of our IT system take significant time and resources to deploy broadly, and such measures may not be deployed in a timely manner or be effective against an attack. The inability to implement, maintain and upgrade adequate safeguards could have a material and adverse impact on our business, financial condition and results of operations. Significant disruption to our IT systems, or those of our vendors, or breaches of data security could also have a material adverse impact on our business, financial condition and results of operations.

We may be subject to liabilities and losses that may not be covered by insurance.

Our employees and Facility will be subject to the hazards associated with producing battery-grade lithium. Operating hazards can cause personal injury and loss of life, damage to, or destruction of, property, plant and equipment and the environment. We expect to maintain insurance coverage in amounts against the risks that we believe are consistent with industry practice and maintain a safety program. However, we could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing insurance coverage. Events that result in significant personal injury or damage to our property or to property owned by third parties or other losses that are not fully covered by insurance could have a material adverse impact on our results of operations and financial position.

Insurance liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety program. If we were to experience insurance claims or costs above our coverage limits or that are not covered by our insurance, we might be required to use working capital to satisfy these claims rather than to maintain or expand our operations. The occurrence of an event that is not fully covered by insurance could materially adversely affect our business, results of operations, cash flows and financial position.

We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information or alleged trade secrets of third parties or competitors or are in breach of noncompetition or non-solicitation agreements with our competitors or their former employers.

We may employ or otherwise engage personnel who were previously or are concurrently employed or engaged at research institutions or other clean technology companies, or consult various companies, including ones that could be construed as our competitors or potential competitors. Even though we have processes in place to prevent misappropriate of trade secrets or confidential information, we may be subject to claims that these personnel, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former or concurrent employers or clients they provide consultancy services to, which are rightfully owned by their former or concurrent employer, or their clients, as the case may be. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could adversely affect our operations, result in substantial costs and be a distraction to management.

26Lawsuits may be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition, or liquidity or the market price of our common stock.

Lawsuits may be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition, or liquidity or the market price of our Common Stock.

We may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings, and legal actions relating to personal injuries, property damage, property taxes, land rights, the environment, and contract disputes.

The outcome of future legal proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse impact on our assets, liabilities, business, financial condition, or results of operations. Even if we prevail in any such legal proceeding, the proceedings could be costly, time-consuming, and may divert the attention of management and key personnel from our business operations, which could adversely affect our financial condition.

An escalation of the current war in Ukraine, generalized conflict in Europe and the Middle East, or the emergence of conflict elsewhere, may adversely affect our business.

An escalation of the current war in Ukraine, generalized conflict in Europe and the Middle East, or the emergence of conflict elsewhere may adversely affect our business if the U.S. capital markets become risk averse for a prolonged period of time, and/or there is a general slowdown in the global economy.

Potential tariffs or a global trade war could increase the cost of products we rely upon, which could adversely impact the competitiveness of our business and our financial results.

If the U.S. administration or other countries impose additional tariffs, or raise the levels of existing tariffs, or trade restrictions are implemented by the United States or other countries, the cost of products manufactured in the United States and imported into other countries could increase, which in turn could adversely affect the demand for these products and have a material adverse effect on our business and results of operations.

Risks Related to the ~~Offering and~~ Ownership of Our Securities

The ~~market~~selling ~~price~~stockholders ~~of our Common Stock~~ may bechoose ~~highly~~to ~~volatile~~sell ~~and~~the ~~fluctuate~~shares ~~substantially,~~at ~~which~~prices ~~could~~below ~~result~~the incurrent ~~substantial~~market ~~losses for purchasers of our Common Stock in this offering~~price.

The ~~market~~selling ~~price~~stockholders ofare ~~our~~not ~~Common~~restricted ~~Stock~~as ~~could be subject~~ to ~~wide fluctuations in response to, among other things,~~ the ~~risk~~prices ~~factors~~at ~~described in~~which ~~this~~they ~~prospectus,~~may ~~and~~sell ~~other~~or ~~factors~~otherwise ~~beyond~~dispose ~~our~~of ~~control, such as fluctuations in~~ the ~~valuation~~Shares ofcovered ~~companies perceived~~ by ~~investors~~this ~~to be comparable to us~~prospectus. ~~Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to~~ ~~affect~~Sales ~~the~~or ~~market~~other ~~prices~~dispositions of ~~equity~~the ~~securities~~Shares ofbelow ~~many companies. These fluctuations often have been unrelated or disproportionate to~~ the ~~operating~~then-current ~~performance of those companies. These broad~~ market ~~and~~prices ~~industry~~could ~~fluctuations,~~adversely ~~as well as general economic, political, and market conditions, such as recessions, interest rate changes or international currency fluctuations, may negatively~~ affect the market price of our common stock.

~~Investors~~Neither ~~will~~we ~~experience~~nor ~~immediate~~the ~~and~~selling ~~substantial~~stockholders ~~dilution~~have asauthorized aany ~~result~~other ofparty ~~this~~to ~~offering~~provide ~~and~~you ~~may~~with ~~suffer~~information ~~substantial~~concerning ~~dilution~~us ~~related~~or tothis ~~issued stock warrants, options and convertible promissory notes~~offering.

~~The~~You ~~price~~should ~~per~~carefully ~~share,~~evaluate ~~together~~all ~~with~~of the ~~number~~information ofin ~~shares of Common Stock we propose to issue and ultimately will issue if~~ this ~~offering is completed~~prospectus, ~~may~~including ~~result~~our infilings anwith ~~immediate decrease in~~ the ~~market~~Securities ~~price~~and ofExchange ~~our Common Stock~~Commission. ~~Our~~We ~~historical~~may ~~net~~receive ~~tangible~~media ~~book~~coverage ~~value~~regarding asour ~~of March 31~~Company, ~~2025~~including ~~was~~coverage ~~approximately~~that ~~$(20.9)~~is ~~million,~~not ordirectly ~~approximately $(0.36) per share of Common Stock. After giving effect to the 8,139,346~~attributable ~~shares of Common Stock~~ to bestatements ~~sold~~made inby ~~this~~our ~~offering~~officers, ~~at an assumed combined public offering price of $0.6143 per share (assuming~~ that ~~the~~incorrectly ~~Company~~reports ~~does~~on ~~not~~statements ~~issue~~made ~~any~~by ~~Pre-Funded Warrants),~~ our ~~pro~~officers ~~forma~~or ~~as adjusted net tangible book value as of March 31~~employees, ~~2025, would have been approximately $(9.2) million,~~ or ~~approximately~~that ~~$(0.14)~~is ~~per~~misleading ~~share of Common Stock. This represents an immediate~~as ~~increase~~a inresult ~~pro forma net tangible book value~~ of ~~$0.09~~omitting ~~per~~information ~~share~~provided ofby ~~Common~~us, ~~Stock to~~ our ~~existing~~officers ~~stockholders~~or ~~and an immediate decrease in net tangible book value of approximately $0~~employees.75 ~~per~~Neither ~~share~~we ofnor ~~Common~~the ~~Stock~~selling tostockholder ~~new~~has ~~investors,~~authorized ~~representing the difference~~any ~~between~~other ~~the~~party ~~assumed~~to ~~combined~~provide ~~public~~you ~~offering~~with ~~price~~information ~~and~~concerning ~~our~~us asor ~~adjusted net tangible book value as of March 31, 2025, after giving effect to~~ this offering, and ~~the~~recipients ~~assumed~~should ~~combined~~not ~~public~~rely ~~offering~~on ~~price~~this ~~per share~~information.

27We will have broad discretion as to the proceeds that we receive from the cash exercise by any holder of the Warrant, and we may not use the proceeds effectively.

AsWe will not receive any of ~~June~~the 9proceeds from the sale of the Shares by the selling stockholders pursuant to this prospectus. We may receive up to approximate $2.4 million in aggregate gross proceeds from cash exercises of the Warrant, ~~2025~~based on the per share exercise price of the Warrant, and to the extent that we ~~have~~receive such proceeds, subject to any obligation to pay a ~~number~~portion of ~~agreements~~such orproceeds ~~obligations~~to ~~that~~repay any ~~may~~amounts ~~result~~outstanding under the Note, we intend to use the net proceeds from cash exercises of the Warrant to further our product development activities and for working capital and general corporate purposes. Our management will have broad discretion in ~~dilution~~the application of such proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and we could spend the proceeds from the sale of Warrant Shares to ~~investors~~Lind in ways our stockholders may not agree with or that do not yield a favorable return, if at all. ~~These~~You ~~include~~will not have the opportunity, as part of your investment decision, to assess whether such ~~date:~~proceeds are being used in a manner agreeable to you. You will be relying on the judgment of our management concerning these uses and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The failure of our management to apply these funds effectively could result in unfavorable returns and uncertainty about our prospects, each of which could cause the price of our common stock to decline.

~~● 10,430,800~~ Our shares of Common Stock issuable upon the exercise of outstanding warrants at a weighted average price of $11.50 per share, of which warrants to purchase 10,430,800 shares are exercisable; ● 5,000,000 shares of Common Stock available for future issuance for Stardust Earnout as per the business combination; ● 3,910,650 shares of Common Stock available for future issuance under our Equity Incentive Plan, 2024; ● 6,221,267 shares of Common Stock available for future issuance under the common stock ~~purchase~~are ~~agreement~~thinly ~~with B. Riley Principal Capital II~~traded, ~~LLC;~~so ●stockholders ~~9,584,000~~may ~~shares~~be ofunable ~~Common~~to ~~Stock~~sell ~~issuable~~at ~~upon~~or ~~the~~near ~~exercise~~ask ofprices ~~outstanding~~or ~~warrants~~ at aall ~~weighted~~if ~~average~~they ~~price~~need ~~of $0.70 per share, of which warrants~~ to sell ~~purchase 9,584,000~~ shares ~~are~~to ~~exercisable;~~raise ~~and~~money ●or ~~930,169~~otherwise ~~shares~~desire ~~of Common Stock issuable upon the exercise of outstanding warrants at a weighted average price of $11.50 per share, of which warrants~~ to ~~purchase~~liquidate ~~930,169~~their shares ~~are exercisable~~.

WeOur common stock has from time ~~also~~to ~~have~~time anbeen ~~incentive~~“thinly ~~compensation~~traded,” ~~plan~~meaning ~~for~~that the number of persons interested in purchasing our ~~management,~~common ~~employees~~stock ~~and~~at ~~consultants~~or near ask prices at any given time may be relatively small or non-existent. WeThis ~~have~~situation ~~granted~~is attributable to a number of factors, ~~and~~including the ~~expect~~fact that we are a small company that is relatively unknown to ~~grant~~stock analysts, stock brokers, institutional investors and others in the ~~future~~investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they ~~options~~tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase ~~shares~~or recommend the purchase of our shares ~~Common~~until ~~Stock~~such totime ~~our~~as ~~directors,~~we ~~employees~~become more seasoned and ~~consultants~~viable. ToAs ~~the~~a ~~extent~~consequence, ~~that~~there ~~warrants~~may be periods of several days or ~~options~~more ~~are~~when trading ~~exercised,~~activity in our ~~stockholders~~shares ~~will~~is ~~experience~~minimal ~~dilution~~or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give stockholders any assurance that a broader or more active public trading market for our common stock ~~price~~will ~~may~~develop ~~decrease~~or be sustained, or that current trading levels will be sustained.

Additionally, the sale, or even the possibility of the sale, of the shares of Common Stock underlying these warrants and options could have an adverse effect on the market price for our securities or on our ability to obtain future financing.19

Our shares of Common Stock are thinly traded, so stockholders may be unable to sell at or near ask prices or at all if they need to sell shares to raise money or otherwise desire to liquidate their shares.

Our Common Stock has from time to time been “thinly traded,” meaning that the number of persons interested in purchasing our Common Stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give stockholders any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be sustained.

Upon our dissolution, our stockholders may not recoup all or any portion of their investment.

In the event of our liquidation, dissolution or winding-up, whether voluntary or involuntary, the proceeds and/or our assets remaining after giving effect to such transaction, and the payment of all of our debts and liabilities will be distributed to the holders of ~~Common Stock~~common stock on a pro rata basis. There can be no assurance that we will have available assets to pay to the holders of ~~Common~~common ~~Stock~~stock, or any amounts, upon such a liquidation, dissolution or winding-up. In this event, our stockholders could lose some or all of their investment.

28An active trading market for our common stock may never develop or be sustained, which may make it difficult to sell the shares of common stock you receive.

~~Our~~The ~~management~~price ~~will~~of ~~have~~our ~~broad~~common ~~discretion~~stock ~~over~~may fluctuate significantly due to general market and economic conditions and forecasts, our general business condition, and the ~~use~~release of ~~the~~our ~~net~~financial ~~proceeds~~reports. ~~from~~An ~~this~~active ~~offering~~trading market for our common stock may not develop or continue, or, if developed, may not be sustained, which would make it difficult for stockholders to sell their shares of common stock at an attractive price (or at all). The market price of our Common Stock may decline below stockholders’ deemed purchase price, and wethey may ~~use~~not be able to sell their shares of Common Stock at or above that price (or at all). Additionally, if our common stock is delisted from Nasdaq for any reason and is quoted on the ~~net~~Over-the-Counter ~~proceeds~~Bulletin inBoard, ~~ways~~an ~~with~~inter-dealer automated quotation ~~which~~system ~~you~~for ~~disagree~~equity orsecurities ~~which~~that dois not ~~produce~~a ~~beneficial~~national ~~results~~securities exchange, the liquidity and price of our common stock may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. Stockholders may be unable to sell common stock unless a market can be established or sustained.

We currently intend to use the net proceeds from this offering for general corporate purposes and other business matters (see section entitled “Use of Proceeds”). We have not allocated specific amounts of the net proceeds from this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us or our stockholders. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, and results of operation.

Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.

In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement, including: a covenant by the Company to not enter into any equity financings for a certain number of days from closing of the offering, subject to certain exceptions.

An active trading market for our Common Stock may never develop or be sustained, which may make it difficult to sell the shares of Common Stock you receive.

The price of our Common Stock may fluctuate significantly due to general market and economic conditions and forecasts, our general business condition and the release of our financial reports. An active trading market for our Common Stock may not develop or continue or, if developed, may not be sustained, which would make it difficult for stockholders to sell their shares of Common Stock at an attractive price (or at all). The market price of our Common Stock may decline below stockholders’ deemed purchase price, and they may not be able to sell their shares of Common Stock at or above that price (or at all). Additionally, if our Common Stock is delisted from Nasdaq for any reason and is quoted on the Over-the-Counter Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our Common Stock may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. Stockholders may be unable to sell Common Stock unless a market can be established or sustained.

We may not be able to regain compliance with the Nasdaq’s continued listing requirements and rules, the Nasdaq may delist our Common Stock and Public Warrants, which could negatively affect the Company, the price of our Common Stock and Public Warrants and our shareholders’ ability to sell our Common Stock and Public Warrants.

The Nasdaq has several listing requirements set forth in the Nasdaq Listing Rules. For example, Nasdaq Listing Rule 5450(a)(1) requires that our Common Stock trade at a minimum bid price of $1.00 per share (the “Minimum Price Rule”). Nasdaq Listing Rule 5450(b)(2)(C) requires that the Company maintain a minimum market value of publicly held shares of $15,000,000 (the “MVPHS Rule”).

On March 18, 2025, we received a notice (the “MVPHS Notice”) from the Nasdaq that the Company was not in compliance with the continued listing standards set forth in Nasdaq Listing Rule 5450(b)(2)(C), as the Company’s market value of publicly held shares closed below $15,000,000 for the previous 30 consecutive business days. On March 19, 2025, we received a subsequent notice (the “Minimum Bid Price Notice”) from the Nasdaq that the Company was not in compliance with the continued listing standards set forth in Nasdaq Listing Rule 5450(a)(1), as the minimum bid price of the Company’s Common Stock closed below $1.00 per share for the previous 30 consecutive business days. The MVPHS Notice and Minimum Bid Price Notice have no present impact on the listing of the Company’s securities on the Nasdaq Global Market.

Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until September 15, 2025, to regain compliance with the Minimum Price Rule. To regain compliance with the Minimum Price Rule, during the 180-day compliance period, the minimum bid price of the Company’s listed securities must close at $1.00 per share or more for a minimum of 10 consecutive business days.

To regain compliance with the MVPHS Rule, during the 180-day compliance period, the market value of publicly held shares must close at $15,000,000 or more for a minimum of 10 consecutive business days. If compliance is not achieved with both rules by September 15, 2025, Nasdaq will provide written notification to the Company that its securities are subject to delisting. At such time, the Company may appeal the delisting determination to a Hearings Panel.

The Company continues to monitor the bid price for the Common Stock and the market value of publicly held shares. If the Company’s listed securities do not trade at levels that are likely to regain compliance, the Company’s Board of Directors will consider the options available to achieve compliance.

We intend to regain compliance with the Nasdaq listing standards by pursuing measures that are in our best interest and the best interest of our shareholders. There is no assurance that our efforts will be successful, nor is there any assurance that we will regain compliance with either the Minimum Price Rule or the MVPHS Rule or remain in compliance with such section or other Nasdaq continued listing standards in the future. A delisting of our Common Stock or Public Warrants from the Nasdaq could negatively impact us by, among other things, reducing the liquidity and market price of our Common Stock or Public Warrants; reducing the number of investors willing to hold or acquire our Common Stock or Public Warrants, which could negatively impact our ability to raise equity financing; limiting our ability to issue additional securities or obtain additional financing in the future; decreasing the amount of news and analyst coverage of us; and causing us reputational harm with investors, our employees, and parties conducting business with us.

There is no public market for the Pre-Funded Warrants being offered by us in this offering.

There is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply to list the Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system. Without an active market, the liquidity of the Pre-Funded Warrants will be limited.

Except as otherwise set forth in the Pre-Funded Warrants, holders of the Pre-Funded Warrants offered hereby will have no rights as stockholders with respect to the shares of Common Stock underlying the Pre-Funded Warrants until such holders exercise their Pre-Funded Warrants and acquire our shares of Common Stock.

Except as otherwise set forth in the Pre-Funded Warrants, until holders of the Pre-Funded Warrants acquire our shares of Common Stock upon exercise thereof, such holders of the Pre-Funded Warrants will have no rights with respect to the shares of Common Stock underlying such warrants, such as voting rights. Upon exercise of the Pre-Funded Warrants, as the case may be, the holder will be entitled to exercise the rights of a stockholder only as to matters for which the record date occurs after.

Risks Related to Intellectual Property

If we fail to adequately protect our intellectual property or technology (including any later developed or acquired intellectual property or technology), our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.

While we currently have not developed any intellectual property or technology, we may develop, license, or acquire intellectual property in the future that is valuable or material to our business. Our success may depend, in part, on our ability to obtain and maintain protection of such intellectual property in the U.S. and other countries, if we choose to operate in jurisdictions outside of the U.S. We may leverage intellectual property laws to protect such intellectual property (including our brands) and to prevent others from developing and commercializing products or processes that violate our intellectual property rights. However, these means may afford only limited protection and may not prevent our competitors from duplicating our intellectual property, prevent our competitors from gaining access to our proprietary information or technology, or permit us to gain or maintain a competitive advantage. Moreover, the steps we take to protect our intellectual property may be inadequate, and we may choose not to pursue or maintain protection for our intellectual property in the U.S. or foreign jurisdictions. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property, and such unauthorized uses may be difficult to detect. It may be possible for unauthorized third parties to copy our technology (whether now or in the future developed, licensed, or acquired) and use information that we regard as proprietary to create technology, products, or services that compete with ours. Any of these scenarios may adversely affect the conduct of our business or our financial position.

We may depend on third-party licensors of technology to enforce and protect intellectual property rights that we may license, and such third parties may refuse to enforce and protect such intellectual property rights. Further, if we resort to legal proceedings to enforce our intellectual property rights (such as initiating infringement lawsuit against a third party), the results of such proceedings, regardless of merit, are uncertain and our success cannot be assured. Even if we were to prevail, the proceedings could be burdensome and expensive. Any litigation that may be necessary in the future could result in substantial costs and diversion of resources and could have a material adverse impact on our business, operating results and financial condition.

3020

If we are unable to protect the confidentiality of our proprietary information or trade secrets, our business and competitive position may be harmed.

We ~~may~~do ~~now~~and ormay in the future rely upon unpatented trade secrets and know-how, whether belonging to us or our partners, to develop and maintain a competitive position. While we seek to protect such proprietary information, in part, through confidentiality and invention ~~assignment~~ assignment agreements with our employees, collaborators, contractors, advisors, consultants and other third parties, we cannot guarantee that we have entered or will enter into such agreements with each party that has or may have had access to our trade secrets or proprietary information, or that these agreements will not be breached. We may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the ~~U.S.~~United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets, now or in the future, were to be disclosed to, or independently developed by, a competitor or other third party, our competitive position could be materially and adversely harmed.

We also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic security of our information technology systems. While we have confidence in these measures, they may be breached or insufficient, and we may not have adequate remedies for any such breach or insufficiency.

We may now or in the future engage in business and technology collaborations with third-party partners that may result in the partner owning, or the parties jointly owning, certain intellectual property, which may be based on or derived from our or the partner’s proprietary information or existing intellectual property. If we do not have adequate rights to use such partner-owned proprietary information or intellectual property, we may be restricted from using it in our process, products, or services. If we and the partner jointly own any such intellectual property, the partner may have the ability to compete with our products and services, or we may be required to make royalty or similar payments to our partner for our use of such intellectual property.

We may be subject to claims challenging the inventorship or ownership of our future intellectual property, particularly those that may be developed or invented by our employees, consultants or contractors.

We may be subject to claims that employees, collaborators, or other third parties have an ownership interest in our future intellectual property, or that of our licensors, including as an inventor or co-inventor. We may be subject to ownership or inventorship disputes in the future arising, for example, from conflicting obligations of consultants, contractors, or others who are involved in developing our intellectual property. Although it is our policy to require our employees and contractors who may be involved in the conception or development of potential intellectual property to execute agreements assigning such intellectual property to us, as may be required in the future, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. Litigation may be necessary to defend against these and other claims challenging inventorship or ownership. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property, or be required to pay royalties for access to such intellectual property rights (which may not be commercially reasonable). Other owners may also be able to license such rights to other third parties, including our competitors. Such an outcome could have a material adverse impact on our business and financial condition. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets and our business may be adversely affected.

Our trademarks and trade names (whether registered or unregistered) may be challenged, infringed, circumvented, declared generic, or determined to be violating or infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners and customers in our markets of interest. At times, competitors or other third parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement, or dilution claims brought by owners of other trademarks. We may also be required to pursue litigation to defend and protect our trademarks, which could be costly, may not ultimately be successful, and could be a distraction to management.

3121

Opposition or cancellation proceedings may in the future be filed against our trademark applications and registrations (including our U.S. trademark application for “Stardust Power”), and our trademarks or trademark applications may not survive such proceedings. If we do not secure registrations for our trademarks, we may encounter more difficulty in enforcing them against third parties than we otherwise would, and may be more limited in our ability to operate under or use such trademarks.

We may be sued by third parties for alleged infringement of their intellectual property rights, which could be costly, time-consuming and limit our ability to use certain technologies in the future.

We may become subject to claims that our conduct infringes upon the intellectual property or other proprietary rights of third parties. Defending against, or otherwise addressing, any such claims, whether they are with or without merit, could be time-consuming and expensive, and could divert our management’s attention away from the execution of our business plan. Moreover, any settlement or adverse judgment resulting from these claims could require us to pay substantial amounts or obtain a license to continue to use the disputed intellectual property, or otherwise restrict or prohibit our use of the intellectual property. We cannot guarantee that we would be able to: obtain from the third party asserting the claim a license on commercially reasonable terms, if at all; develop alternative technology on a timely basis, if at all; or obtain a license to use a suitable alternative technology. An adverse determination could also prevent us from licensing our technology to others. Infringement claims asserted against us may have a material adverse impact on our business, results of operations, or financial condition.

Risks Related to Legal, Regulatory, Accounting and Tax Matters

Increased stakeholder focus on sustainability matters could adversely impact our business, reputation, and operating results.

In recent years, companies across all industries are facing increasing scrutiny from a variety of stakeholders, including investors, customers, employees, regulators, ratings agencies and lenders, related to their sustainability practices. If we do not adapt to or comply with stakeholder expectations and standards on sustainability matters as they continue to evolve, or if we are perceived to have not responded appropriately or quickly enough to growing concern for sustainability issues, regardless of whether there is a regulatory or legal requirement to do so, we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely affected. Additionally, our customers may be driven to purchase our products due to their own sustainability commitments, which may entail holding their suppliers - including us - to sustainability standards that go beyond compliance with laws and regulations and our ability to comply with such standards. Failure to maintain operations that align with such “beyond compliance” standards may cause potential customers to not do business with us or otherwise hurt demand for our products. These and other sustainability concerns could subject us to reputational damage and adversely affect our business, prospects, financial condition and operating results.

Separately, various regulators have adopted, or are considering adopting, regulations on environmental marketing claims or the prevention of greenwashing more generally, including, but not limited to the use of “sustainable,” “eco-friendly,” “green,” “clean” or similar language in the marketing of products and services or the prevention of greenwashing more generally. Further, there has been increasing scrutiny on sustainability-related claims and frequency of allegations of “greenwashing” against companies making sustainability-related claims due to, among other things, allegations of incomplete, false or misleading disclosures, including with respect to the sustainable nature of their operations and products. Such greenwashing scrutiny and any related regulation may lead to increased compliance costs as well as heightened risk of litigation, reputational damage and enforcement risk.

3222

We are and will be subject to environmental, health and safety laws and regulations in multiple jurisdictions, which may impose substantial compliance requirements and other obligations on our operations. Our operating costs could be significantly increased in order to comply with new or more stringent regulatory standards in the jurisdictions in which we operate.

Our business is governed by, and will be governed by various foreign, federal, state and local environmental protection and health and safety laws and regulations, including, without limitation, the federal Safe Drinking Water Act, the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Occupational Safety and Health Act (“OSHA”), the National Environmental Policy Act, the Endangered Species Act, the Comprehensive Environmental Response, Compensation and Liability Act and similar foreign, federal, state and local laws and regulations and permits issued under these laws by foreign, federal, state and local environmental and health and safety regulatory agencies. These laws and regulations establish, among other things, criteria and standards for drinking water, for protection of the environment and the release, remediation, of hazardous substances and public health and safety. Pursuant to these laws, we may be required to obtain various permits and approvals from certain federal, state and local regulatory agencies for our operations. If we violate or fail to comply with these laws, regulations or permits, we could be subject to administrative or civil fines or penalties or other sanctions by regulators and to lawsuits, civil or criminal, seeking enforcement, injunctive relief and/or other damages. If we fail to comply with applicable laws, regulations or permits, our permits or approvals may be terminated or not renewed and/or we could be held liable for damages, injunctive relief and/or monetary fines or penalties. Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property or injury to persons resulting from the environmental, health, and safety impacts of prior and current operations. These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions, as well as reputational harm, including damage to our relationships with customers, suppliers, investors, governments or other stakeholders. Such laws, regulations, enforcement or private claims may have a material adverse impact on our financial condition, results of operations or cash flows.

Additionally, federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and remediate hazardous or toxic substances or petroleum product releases at or from the property. For example, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) and state equivalents, certain broad categories of persons, including an owner or operator of a property, may become liable for the costs of investigation and remediation, impacts to human health and for damages to natural resources. These laws impose strict and joint and several liability without regard to fault or degree of contribution or whether the owner or operator knew of, or was responsible for, the release of such hazardous substances or whether the conduct giving rise to the release was legal at the time it occurred. We also may be subject to related claims by private parties, including employees, contractors or the general public, alleging property damage and personal injury due to exposure to hazardous or other materials at or from those properties. We may incur substantial costs or other damages associated with these obligations, which could adversely impact our business, financial condition and results of operations.

Environmental laws and regulations are complex and may change from time to time, as may related interpretations and guidance. These laws and regulation, and the enforcement thereof, have tended to become more stringent over time. It is possible that new standards could be imposed, either more stringent or more lenient, that could result in higher operating expenses, the obsolescence of our products, or lead to an interruption or suspension of our operations and have a material adverse impact on our business, financial condition and results of operations.

Compliance with health and safety laws and regulations can be complex, and noncompliance with these laws and regulations may result in potentially significant monetary damages and fines.

Our operations are and will be subject to a number of federal and state laws and regulations, including OSHA and comparable state statutes establishing requirements to protect the health and safety of workers. The OSHA hazard communication standard, the U.S. Environmental Protection Agency community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act, and comparable state statutes, require maintenance of information about hazardous materials used or produced in operations and provision of this information to employees, state and local government authorities, and citizens. Other OSHA standards regulate specific worker safety aspects of our operations. Substantial fines and penalties can be imposed, and orders or injunctions limiting or prohibiting certain operations may be issued, in connection with any failure to comply with these laws and regulations.

3323

Climate change legislation, regulation and policies may result in increased operating costs and otherwise affect our business, our industry and the global economy.

Climate change will potentially have wide ranging impacts, including potential impacts to our operations. In December 2015, the 21^st Conference of the Parties of the United Nations Framework Convention on Climate Change resulted in nearly 200 countries, including the United States, coming together to develop the Paris Agreement, which includes pledges to voluntarily limit and reduce future emissions. Additionally, at the 28^th Conference of the Parties, nearly 200 member countries, including the U.S., entered into an agreement to transition away from fossil fuels while accelerating action in this decade to achieve net zero by 2050. The agreement includes calls for actions towards achieving, at a global scale, a tripling of renewable energy capacity and doubling energy efficiency improvements by 2030, as well as accelerating efforts towards the phase-down of unabated coal power and, phase out inefficient fossil fuel subsidies, among other measures. Most recently, at the 29th Conference of the Parties (“COP29”), 159 countries met and, among other things, agreed on rules to operationalize international carbon markets under Article 6 of the Paris Agreement, including a new Paris Agreement Crediting Mechanism to trade UN-approved carbon credits. Additionally, participants at COP29 representing 159 countries met to review progress toward the goals of the Global Methane Pledge and the addition of nearly $500 million in new grant funding for methane abatement. However, in January 2025, President Trump issued executive orders directing the immediate notice to the United Nations of the United States’ withdrawal from the Paris Agreement and all other agreements made under the United Nations Framework Convention on Climate Change. At the same time, various state and local governments have also publicly committed to furthering the goals of the Paris Agreement and many of these initiatives are expected to continue. These, and other proposed regulations could increase our current and future production costs and the costs of our customers, which could decrease demand for our products.

Changing laws and regulations and global and domestic policy developments have the potential to disrupt our business, the business of our suppliers and/or customers, or otherwise adversely impact our business’ financial condition. While we believe that many of these policies will be favorable for our lithium operations, there is no guarantee that such potential changes in laws, regulations, or policies will be favorable to our Company, to existing or future customers, or to large-scale economic, environmental, or geopolitical conditions.

The physical impacts of climate change, including adverse weather, may have a negative impact on our business and results of operations.

Climate change may potentially have wide-ranging physical impacts, including significant weather conditions, such as increased severity and frequency of droughts, storms, floods, wildfires and other climatic events. If such significant weather conditions were to occur, they could disrupt or delay our operations, damage our facilities, adversely affect or delay demand for our products or cause us to incur significant costs in preparing for, or responding to, the effects of climatic events themselves, which may not be fully insured. In addition, the physical effects of climate change may generally result in increased prices for and reduced availability of relevant insurance coverage on the market. Any one of these factors has the potential to have a material adverse impact on our business, financial condition, results of operations, and cash flow.

The reduction or elimination of government subsidies and economic incentives for alternative energy technologies, or the failure to renew such subsidies and incentives, could reduce demand for our products, lead to a reduction in our revenues, and adversely impact our operating results and liquidity.

Near-term growth of alternative energy technologies is affected by the availability and size of government and economic incentives. Many of these government incentives expire, phase out over time, ~~may~~ exhaust ~~the~~their allocated funding, or require renewal by the applicable authority. In addition, these incentive programs could be reduced or discontinued for other reasons. The IRA contains a number of tax incentive provisions, some of which we intend to utilize. This legislation was adopted in August 2022, and forthcoming interagency guidance processes are still ongoing. We, and our customers and suppliers, have not yet seen the impact these IRA-related incentives may have on our business and operations and cannot guarantee that we will realize anticipated benefits of incentives under the IR Act. Furthermore, changes or amendments to clean energy tax credits might be more favorable to other technologies. In addition, the IR Act, the IRA and other recent legislation make available certain grants and other funding opportunities for alternative energy projects, some of which we intend to apply for and, if awarded, utilize. ~~Additionally~~However, in January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated through the BIL, ~~IR Act and the~~ IRA, and announced efforts to remove government ~~incentives~~ incentives for electric vehicles. This pause on disbursement is subject to ongoing legal challenges. The ~~IR Act and the~~ IRA may also be subject to efforts to amend or repeal, including through Congressional budget reconciliation. Any reduction, elimination, or discriminatory ~~application~~ application of expiration of the government subsidies and economic incentives, or the failure to renew tax credit programs, governmental subsidies, or economic incentives, may result in the diminished economic competitiveness of our products to our customers or the availability of of supply, and could materially and adversely affect the growth of alternative energy technologies, including our products, as well as ~~our~~ our future operating results and liquidity.

3424

Existing, and future changes to, federal, state and local regulations and policies, including permitting requirements applicable to us, and enactment of new regulations and policies, may adversely affect the market for environmental attributes generated by our operations.

The markets for environmental attributes are influenced by U.S. federal and state governmental regulations and policies. Our ability to generate revenue from sales of environmental attributes depends on our strict compliance with such federal and state programs, which are complex and can involve a significant degree of judgment. If the agencies that administer and enforce these programs disagree with our judgments, otherwise determine that we are not in compliance, conduct reviews of our activities or make changes to the programs, then our ability to generate or sell these credits could be temporarily restricted pending completion of reviews or as a penalty, permanently limited, or lost entirely, and we could also be subject to fines or other sanctions.

Compliance with data privacy regulations could require additional expenditures, and may have an adverse impact on the operating cashflows of the Company.

Our Chief Financial Officer is responsible for assessing, identifying and managing cyber security risks. He is supported by outside consulting services. The Chief Financial Officer, along with the third-party consultants, are informed of, and monitor, cybersecurity incidents. Employees of our Company receive training to minimize cybersecurity risks and attest to their understanding in the Code of Conduct which includes cybersecurity. The protocols are reviewed annually. Additional measures are taken, such as the use of two-factor authentication on our Company’s systems, and employed to further reduce threats. Despite the measures we take to assess, identify and manage cyber security risks, there can be no assurance that the various procedures and controls we use to mitigate these risks will be sufficient to prevent disruptions to our IT systems.

We identified material weaknesses in our internal control over financial reporting in prior ~~year~~years. If we experience additional material ~~weaknesses~~ weaknesses or other deficiencies in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we we may not be able to accurately or timely report our financial results, which could result in loss of investor confidence and adversely impact our stock price.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, (as amended, the “Sarbanes-Oxley Act”), the Dodd-Frank Act and other applicable securities rules and regulations. In particular, we are subject to reporting obligations under Section 404 of the Sarbanes-Oxley Act that require us to include a management report on our internal control over financial reporting in our annual report, which contains management’s assessment of the effectiveness of our internal control over financial reporting. Internal controls must be evaluated continuously and be properly designed and executed by a sufficient level of properly trained staff to maintain adequate internal control over financial reporting. During the period from March 16, 2023 (inception) to December 31, 2023, management identified material weaknesses in the implementation of the COSO 13 Framework (which establishes an effective control environments), lack of segregation of duties and management oversight, and control surrounding maintenance of adequate repository of contracts, appropriate classifications of expenses and complex financial instruments.

Management implemented certain controls in fiscal year 2024 to ~~the~~ remediate the material weakness. Management believes that the new procedures ~~and~~ and controls provide an appropriate remediation of the material weaknesses that have been identified and these will strengthen the Company’s internal controls over financial reporting. In the opinion of management, the revised control processes have been operating for a sufficient period of time and have been independently validated by management. We expect these systems and controls to involve significant ~~expenditures~~expenditure and to may become more complex as our business grows. To effectively manage this complexity, we will need to continue to improve our operational, financial, and management controls, and our reporting systems and procedures. Our inability to successfully remediate any future material weaknesses or other deficiencies in our internal control over financial reporting or any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results and cause us to fail to meet our financial reporting obligations or result in material misstatements in our consolidated financial statements, which could limit our liquidity and access to capital markets, adversely affect our business and investor confidence in our consolidated financial statements, and adversely impact our stock price.

3525

Risks Related to Operating as a Public Company

Delaware law and ~~the~~our Certificate of Incorporation and Bylaws (“Governing Documents”) contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our Certificate of Incorporation and Bylaws s and the Delaware General Corporation Law (“DGCL”) contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our ~~Common~~common ~~Stock~~stock, and therefore depress the trading price of our ~~Common~~common ~~Stock~~stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current stockholders or taking other corporate actions, including effecting changes in our management. Among other things, the Governing Documents include provisions regarding:

● the ability of the Company’s Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; ● the Certificate of Incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; ● the limitation of the liability of, and the indemnification of, the Company directors and officers; ● the ability of the Board to amend the Bylaws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; ● the Certificate of Incorporation provides for a classified Board serving staggered, three-year terms, making it impossible for stockholders to replace the entire Board at one time, which will give stockholders less control over corporate and management policies of the Company, including with respect to potential mergers or acquisitions, payment of dividends, asset sales, amendment of the Governing Documents, and other significant corporate transactions of the Company; ● advance notice procedures with which stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or extraordinary general meetings of stockholders and delay changes in the Board and may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company; ● providing that the Board is expressly authorized to make, alter or repeal the Bylaws; ● the removal of the directors of the Board by its stockholders with or without cause; ● the ability of the Board to fill a vacancy created by the expansion of the Board or the resignation, death, or removal of a director in certain circumstances; ● the Certificate of Incorporation prohibits, subject to the rights of the holders of shares of preferred stock to act by written consent, any stockholders from taking any action by written consent; and ● that certain provisions may be amended only by the affirmative vote of holders of at least two-thirds of the shares of the outstanding capital stock entitled to vote generally in the election of the Company directors.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management.

Our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:

	●	any derivative action or proceeding brought on our behalf;

	●	any action asserting a breach of fiduciary duty;

	●	any action asserting a claim against us arising under the DGCL, our Governing Documents;

	●	any action seeking to interpret, apply, enforce, or determine the validity of our Governing Documents;

	●	any action as to which DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and

	●	any action asserting a claim against us that is governed by the internal-affairs doctrine.

This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our Certificate of Incorporation provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid and several state trial courts have enforced such provisions and required that suits asserting Securities Act claims be filed in federal court, there is no guarantee that courts of appeal will affirm the enforceability of such provisions, and a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our Certificate of Incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive forum provision in our Certificate of Incorporation, to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with litigating Securities Act claims in state court, or both state and federal court, which could seriously harm our business, financial condition, results of operations, and prospects. These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers and other employees.

It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to B. Riley Principal Capital II, or the actual gross proceeds resulting from those sales.

On October 7, 2024, we entered into a Purchase Agreement with B. Riley Principal Capital II, pursuant to which B. Riley Principal Capital II has committed to purchase up to $50,000,000 of shares of our Common Stock, subject to certain limitations and conditions set forth in the Purchase Agreement. The shares of our Common Stock that may be issued under the Purchase Agreement may be sold by us to B. Riley Principal Capital II at our discretion from time to time for a period of up to 36 months (unless the Purchase Agreement is earlier terminated) beginning on the date on which the registration statement registering the shares of Common Stock issued to B. Riley Principal Capital II for resale has been declared effective by the SEC and all other conditions to B. Riley Principal Capital II’s obligations to purchase the Common Stock set forth in the Purchase Agreement have been initially satisfied.

We generally have the right to control the timing and amount of any sales of our shares of Common Stock to B. Riley Principal Capital II under the Purchase Agreement. Sales of our Common Stock, if any, to B. Riley Principal Capital II under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to B. Riley Principal Capital II all, some or none of the shares of our Common Stock that may be available for us to sell to B. Riley Principal Capital II pursuant to the Purchase Agreement. Depending on market liquidity at the time, resales of those shares by B. Riley Principal Capital II may cause the public trading price of our Common Stock to decrease.

Because the per share purchase price that B. Riley Principal Capital II will pay for shares of Common Stock that we may elect to effect pursuant to the Purchase Agreement will fluctuate based on the market prices of our Common Stock during the applicable purchase valuation period for each purchase made pursuant to the Purchase Agreement, it is not possible for us to predict, as of the date of this Annual Report and prior to any such sales, the number of shares of Common Stock that we will sell to B. Riley Principal Capital II under the Purchase Agreement, the purchase price per share that B. Riley Principal Capital II will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by B. Riley Principal Capital II under the Purchase Agreement.

Although the Purchase Agreement provides that we may sell up to an aggregate of $50,000,000 of our Common Stock to B. Riley Principal Capital II, only 6,500,000 shares of our Common Stock (of which 63,694 represent the commitment shares we issued to B. Riley Principal Capital II upon our execution of the Purchase Agreement on October 7, 2024) are being registered under the Securities Act for resale by B. Riley Principal Capital II pursuant to a Registration Statement on Form S-1. If it becomes necessary for us to issue and sell to B. Riley Principal Capital II under the Purchase Agreement more than the 6,436,306 shares being registered in order to receive aggregate gross proceeds equal to $50,000,000 under the Purchase Agreement, we must first (i) obtain stockholder approval to issue more than 9,569,701 shares of Common Stock, the number of shares representing 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement, in accordance with applicable Nasdaq rules (assuming such shares to not qualify for exclusion from such share limit because they were sold at a price exceeding the “minimum price” calculated in accordance with Nasdaq rules) and (ii) file with the SEC one or more additional registration statements to register under the Securities Act the resale by B. Riley Principal Capital II of any such additional shares of our Common Stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our Common Stock to B. Riley Principal Capital II under the Purchase Agreement. The number of shares of Common Stock ultimately offered for resale by B. Riley Principal Capital II is dependent upon the number of shares of Common Stock, if any, we elect to sell to B. Riley Principal Capital II under the Purchase Agreement. Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of Common Stock in addition to the 6,500,000 shares of Common Stock being registered for resale could cause additional substantial dilution to our stockholders. Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse impact on our business, financial condition and results of operations and cash flows.

General Risk Factors

Significant inflation could adversely affect our business and financial results.

Although historically our operations have not been materially affected by inflation and we have been successful in adjusting prices to our customers to reflect changes in our material and labor costs, the rate of current inflation and resulting pressures on our costs and pricing could adversely impact our business and financial results. Inflation can adversely affect us by increasing our operating costs, including our materials, freight, and labor costs. As interest rates rise to address inflation, such increases will also impact the base rates ~~applicable~~ applicable in our credit arrangements and will result in borrowed funds becoming more expensive to us over time; similar financing pressures ~~from~~ from inflation also can have a negative impact on customers’ willingness to purchase our technologies and services in the same ~~volumes~~ volumes and at the same rates as previously anticipated. In a highly inflationary environment, we may be unable to raise the prices of our technologies and services at or above the rate of inflation, which could reduce our profit margin.

3827

The Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause the Company to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the ~~Common~~common ~~Stock~~stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Board’s attention and resources from the Company’s business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to the Company’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, the Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

The price of the Company’s securities may be volatile.

The price of the Company’s securities may fluctuate due to a variety of factors, including:

	●	changes in the industry in which the Company operates;

	●	the success of competitive services or technologies;

	●	developments involving the Company’s competitors;

	●	regulatory or legal developments in the United States and other countries;

	●	developments or disputes concerning our intellectual property or other proprietary rights;

	●	the recruitment or departure of key personnel;

	●	actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;

	●	variations in our financial results or those of companies that are perceived to be similar to us; and

	●	general economic, industry and market conditions, such as the effects of recessions, interest rates, inflation, international currency fluctuations, political instability and acts of war or terrorism; and the other factors described in this “Risk Factors” section.

These market and industry factors may materially reduce the market price of ~~Common~~common ~~Stock~~stock regardless of the operating performance of Stardust Power.

In addition, companies that have experienced volatility in the market price of their stock have frequently been the subject of securities class action and stockholder derivative litigation. We could be the target of such litigation in the future. Class action and derivative lawsuits, whether successful or not, could result in substantial costs, damage or settlement awards and a diversion of our management’s resources and attention from running our business, which could materially harm our reputation, financial condition and results of operations.

The Company does not intend to pay cash dividends for the foreseeable future.

The Company currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of the Board and will depend on the Company’s financial condition, results of operations, capital requirements and future agreements and financing instruments, business prospects and such other factors as the Board deems relevant. As a result, you may not receive any return on an investment in ~~Common~~common ~~Stock~~stock unless you sell ~~Common~~common ~~Stock~~stock for a price greater than that which you paid for it.

3928

The Company qualifies as an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make the Common Stock less attractive to investors.

We qualify as an “emerging growth company” under SEC rules. As an emerging growth company, we are permitted and plan to and do rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include, but are not limited to: (1) an exemption from compliance with the auditor attestation requirement in the assessment of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (2) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements; (3) reduced disclosure obligations regarding executive compensation arrangements in periodic reports, registration statements and proxy statements; and (4) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. As a result, the information we provide will be different than the information that is available with respect to other public companies that are not emerging growth companies. If some investors find the ~~Common~~common ~~Stock~~stock less attractive as a result, there may be a less active trading market for the ~~Common~~common ~~Stock~~stock and the market price of the ~~Common~~common ~~Stock~~stock may be more volatile.

A small number of stockholders continue to have substantial control over Stardust Power, which may limit other stockholders’ ability to influence corporate matters and delay or prevent a third party from acquiring control over the Company.

The directors and executive officers of the Company, and beneficial owners that own 5% or more of its voting securities and their respective affiliates, beneficially own, in the aggregate, approximately 7529% of the Company’s outstanding ~~Common~~common ~~Stock~~stock. Though the ownership percentage will be diluted if and to the extent the Company sells ~~Common~~common ~~Stock~~stock, a small number of stockholders will still have a significant ~~concentration~~ concentration of ownership and this may have a negative impact on the trading price for the ~~Common~~common ~~Stock~~stock because investors often perceive ~~disadvantages~~ disadvantages in owning stock in companies with controlling stockholders. In addition, these stockholders will be able to exercise influence over all matters requiring stockholder approval, including the election of directors and approval of corporate transactions, such as a merger or other sale of the Company or its assets. This concentration of ownership could limit stockholders’ ability to influence ~~corporate~~ corporate matters and may have the effect of delaying or preventing a change in control, including a merger, consolidation, or other business combination or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that ~~Change~~ change in ~~Control~~control would benefit the other stockholders.

Warrants may be exercised for ~~Common~~common ~~Stock~~stock, which would increase the number of shares eligible for future resale in the public market and result in further dilution to our stockholders.

Outstanding warrants to purchase ~~Common~~common stock ~~Stock~~ may be exercised by the holders of those warrants. To the extent such warrants are exercised, additional shares of ~~Common~~common stock ~~Stock~~ will be issued, which will result in further dilution to the holders of shares of ~~Common~~common ~~Stock~~stock and increase the ~~number~~ number of shares of ~~Common~~common ~~Stock~~stock eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of shares of ~~Common~~common ~~Stock~~stock.

4029

If the Company’s operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of the ~~Common~~common ~~Stock~~stock may decline.

We may, but are not obligated to, provide public guidance on our expected operating and financial results for future periods. Any such guidance will consist of forward-looking statements, subject to the risks and uncertainties described in this annual report and in our other public filings and public statements. The ability to provide this public guidance, and the ability to accurately forecast our results of operations, could be negatively impacted by macroeconomic uncertainty and the current conflicts in Ukraine and the Middle East. Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of unfavorable or uncertain economic and market conditions, such as the current global economic uncertainty being experienced and the current inflationary environment in the United States. If, in the future, our operating or financial results for a particular period do not meet any guidance provided or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of the ~~Common~~common ~~Stock~~stock may decline as well. Even if we do issue public guidance, there can be no assurance that we will continue to do so in the future.

If securities or industry analysts do not publish research or reports about the Company’s business or publish negative reports, the market price of the ~~Common~~common ~~Stock~~stock could decline.

The trading market for the ~~Common~~common stock ~~Stock~~ will be influenced by the research and reports that industry or securities analysts publish about us and our business. If regular publication of research reports ceases, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume of the ~~Common~~common ~~Stock~~stock to decline. Moreover, if one or more of the analysts who cover us downgrade the ~~Common~~common stock ~~Stock~~ or if reporting results do not meet their expectations, the market price of the ~~Common~~common ~~Stock~~stock could decline.

We may issue additional shares of the ~~Common~~common ~~Stock~~stock (including upon the exercise of warrants), which would increase the number of shares of ~~Common~~common ~~Stock~~stock eligible for future resale in the public market and result in dilution to the Company stockholders.

Outstanding warrants to purchase ~~Common~~common ~~Stock~~stock may be exercised by the holders of those warrants. There is no guarantee that the warrants will ~~ever~~ ever be in the money prior to their expiration, and, as such, the warrants may expire worthless.

The issuance of additional shares of ~~Common~~common ~~Stock~~stock as a result of any of the ~~aforementioned~~ transactions referred to above may result in dilution to the then-existing holders of ~~Common~~common ~~Stock~~stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of the ~~Common~~common ~~Stock~~stock. We cannot predict the ultimate value of the warrants. Sales of substantial numbers of shares issued upon the exercise of the warrants in the public market or the potential that such warrants may be exercised could also adversely affect the market price of the ~~Common~~common ~~Stock~~stock.

A sale of a substantial number of shares of our ~~Common~~common ~~Stock~~stock may cause the price of our ~~Common~~common ~~Stock~~stock to decline.

Sales of a substantial number of shares of our ~~Common~~common ~~Stock~~stock in the public market could occur at any time. If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our ~~Common~~common ~~Stock~~stock in the public market, the market price of our ~~Common~~common ~~Stock~~stock could decline significantly.

We cannot predict what effect, if any, sales of our shares in the public market or the availability of shares for sale will have on the market price of our ~~Common~~common ~~Stock~~stock. However, future sales of substantial amounts of our ~~Common~~common ~~Stock~~stock in the public market, including shares issued upon exercise of outstanding options or vesting and settlement of outstanding restricted stock units, or the perception that such sales may occur, could adversely affect the market price of our ~~Common~~common ~~Stock~~stock.

We also expect that significant additional capital will be needed in the future to continue our planned operations. To raise capital, we may sell ~~Common~~common ~~Stock~~stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our ~~Common~~common ~~Stock~~stock.

The Company may issue additional shares of Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of the Common Stock.

Pursuant to the Stardust Power 2024 Equity Plan, we may issue an aggregate of up to the number of shares equal to ten percent (10%) of Common Stock issued and outstanding at Closing, which amount will be subject to increase from time to time. We may also issue additional shares of Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, potential financings, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

The issuance of additional shares or other equity securities of equal or senior rank would have the following effects:

	●	existing equity shareholders’ proportionate ownership interest in the Company will decrease;

	●	the rights of holders of Common Stock will be subordinated if preferred stock is issued with rights senior to those afforded Common Stock;

	●	the Company’s “controlled company” status will be impacted; and

	●	existing equity shareholders’ proportionate ownership interest in the Company will decrease.

The Company is a “controlled company” within the meaning of Nasdaq rules and, as a result, qualifies for exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are not exempt from such corporate governance requirements.

As at December 31, 2024, Roshan Pujari, had voting power over approximately 61% of the aggregate voting power of the issued and outstanding shares of Common Stock of the Company. As a result, the Company is considered a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq rules, a controlled company may elect not to comply with certain Nasdaq corporate governance requirements, including the requirements that:

● a majority of the board consist of independent directors under Nasdaq rules; ● the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and ● the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

These requirements will not apply to the Company as long as the Company remains a controlled company. The Company may utilize some or all of these exemptions. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

If the Company ceases to be a “controlled company” and its shares continue to be listed on the Nasdaq, it will be required to comply with these standards, subject to a permitted “phase-in” period. These and any other actions necessary to achieve compliance with such rules may increase the Company’s legal and administrative costs, will make some activities more difficult, time-consuming and costly and may also place additional strain on the Company’s personnel, systems and resources.

The Company is a holding company and its only material assets are its interest in its subsidiaries, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes and pay dividends.

The Company is a holding company with no material assets other than the equity interests in our direct and indirect subsidiaries. As a result, we have no independent means of generating revenue or cash flow and our ability to pay taxes and pay dividends will depend on the financial results and cash flows of our subsidiaries and the distributions we receive from our subsidiaries. Deterioration in the financial condition, earnings or cash flow of our subsidiaries for any reason could limit or impair such subsidiaries’ ability to pay such distributions. Additionally, if we need funds and our subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or our subsidiaries are otherwise unable to provide such funds, our liquidity and financial condition could be adversely affected.

Dividends on ~~Common~~common ~~Stock~~stock, if any, will be paid at the discretion of the Board, which will consider, among other things, our Company’s business, operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations on its ability to pay such dividends. Financing arrangements may include restrictive covenants that restrict our ability to pay dividends or make other distributions to our stockholders. In addition, entities are generally prohibited under relevant law from making a distribution to a stockholder to the extent that, at the time of the distribution, after giving effect to the distribution, the liabilities of such entity (subject to certain exceptions) exceed the fair value of its assets. If our subsidiaries do not have sufficient funds to make distributions, our ability to declare and pay cash dividends may also be restricted or impaired. Stardust Power and its subsidiaries would be restricted from making distributions or advances to us under its existing credit facilities or other financing arrangements.

USE OF PROCEEDS

WeAll ~~estimate~~shares ~~that~~of ~~from~~our ~~the~~common ~~gross~~stock ~~proceeds~~offered ofby ~~$5,000,000~~this ~~raised~~prospectus inare ~~this~~being ~~offering,~~registered ~~assuming~~for nothe ~~exercise~~account of the ~~over-allotment~~selling ~~option~~stockholders byand ~~the~~we will ~~underwriter,~~not ~~the~~receive ~~net~~any proceeds from ~~this offering will be approximately $4.4 million, after deducting~~ the ~~estimated~~sale ~~underwriting discounts~~of ~~and~~these ~~estimated~~shares ~~offering expenses payable~~ by ~~us,~~the ~~based~~selling ~~on an assumed public offering price of $0~~stockholders.~~6143~~ ~~per share. If the over-allotment option for shares of Common Stock is exercised in full~~However, we ~~estimate~~did ~~that~~receive ~~our net proceeds will be approximately~~ $~~5.1~~ 4 million, ~~after~~upon ~~deducting~~ the ~~underwriting discount and estimated offering expenses payable by us. We intend to use the net proceeds~~ ~~from~~issuance ~~the sale~~ of the ~~securities~~Note ~~offered~~to byLind, usprior ~~pursuant~~ to ~~this~~any ~~prospectus,~~cost ifincurred ~~any,~~ for ~~general~~this ~~corporate purposes~~ financing, and ~~other~~we ~~business matters.~~may ~~The~~receive ~~occurrence~~up ofto ~~unforeseen~~approximately ~~events~~$2.4 ormillion ~~changed business conditions could result~~ in ~~the~~aggregate ~~application~~gross ~~of the net~~ proceeds from ~~this~~ ~~offering in a manner other than as described in this prospectus. Pending their uses, we intend to invest~~ the ~~net~~cash ~~proceeds~~exercise of ~~this offering~~the ~~in interest-bearing bank accounts or in short-term~~Warrant, ~~interest-bearing,~~based on ~~investment-grade securities. We reserve~~ the ~~right~~per toshare ~~change the~~exercise ~~foregoing~~price ~~use~~ of ~~proceeds, should our management believe it to be in~~ the ~~best interest of the Company~~Warrant.

43We may use the net proceeds from the issuance of the Note and any cash exercises of the Warrants for general corporate purposes, for certain early design and engineering services, infrastructure improvement, procurement activities, and other expenses for the Company’s project in Muskogee, Oklahoma.

~~CAPITALIZATION~~31

~~The~~DETERMINATION ~~following~~OF ~~table~~OFFERING ~~sets forth our cash and cash equivalents and consolidated capitalization as of March 31, 2025:~~PRICE

●The selling Onstockholders anwill ~~actual~~determine ~~basis;~~at ●what Onprice athey ~~pro~~may ~~forma~~sell ~~basis, giving effect to: (i)~~ the ~~issuance~~securities ofoffered ~~155,232~~by ~~shares~~this ~~of Common Stock in connection with a $50~~prospectus,~~000,000~~ equity line of credit (the “ELOC”) under that certain Common Stock purchase agreement with B. Riley Principal Capital II, LLC; (ii) the issuance of 977,653 shares of Common Stock to Endurance Antarctica Partners II, LLC; and ~~(iii)~~such ~~the~~sales may ~~issuance~~be ofmade ~~754,187~~at ~~shares~~fixed ~~of Common Stock to certain lenders~~prices, ~~including~~prevailing ~~DRE~~market ~~Chicago~~prices ~~LLC;~~at ~~(iv)~~ the ~~issuance~~time of ~~128,504 shares of Common Stock to certain PIPE investors; (v)~~ the ~~issuance of 650~~sale,~~000~~ ~~shares~~varying ofprices ~~Common~~determined ~~Stock~~at ~~to certain vendors, and ● On a pro forma as adjusted basis to give effect to reflect~~ the ~~issuance~~time ~~and sale by us~~ of $5sale,~~000,000~~ ~~of shares of Common Stock and/~~or ~~Pre-Funded Warrants in this offering at the assumed public offering price of $0~~negotiated prices.~~6143~~ ~~per~~For ~~share~~more information, ~~after~~see ~~deducting~~“Plan ~~underwriting discounts and commissions and estimated offering expenses payable by us and the receipt by us~~ of ~~the proceeds of such sale~~Distribution.”

The pro forma as adjusted information in the balance sheet data below is illustrative only. You should read this table together with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited interim condensed consolidated financial statements and related notes as of March 31, 2025, which are included elsewhere in this prospectus.

	As of March 31, 2025
	Actual (unaudited)			Pro Forma (unaudited)			Pro Forma As Adjusted (unaudited)
Cash and cash equivalents	$	1,588,135		$	1,687,782		$	6,138,782
Liabilities
Short-term loans	$	6,330,638		$	130,638		$	130,638
Warrant liability		752,060			752,060			752,060
Advances for stock subscription		550,000			—			—
Earnout liability		4,700			4,700			4,700
Option liability		1,421			1,421			1,421
Stockholders’ Equity:
Shares of Preferred Stock, $0.0001 par value, 100,000,000 shares authorized, 0 shares issued and outstanding		—			—			—
Shares of Common Stock, $0.0001 par value; 700,000,000 shares authorized; 57,650,480, 60,508,357 and 68,647,703 shares issued and outstanding, actual, pro forma, and pro forma, as adjusted, respectively		5,624			5,910			6,724
Additional paid-in capital		43,587,648			50,863,917			55,314,103
Accumulated deficit		(56,428,648	)		(56,431,730	)		(56,431,811	)
Total Stockholders’ Equity (Deficit)	$	(12,835,162	)	$	(5,561,903	)	$	(1,110,903	)

A $1.00 increase or decrease in the assumed public offering price of $0.6143 per share, would increase or decrease, as applicable, each of cash, shares of Common Stock, total stockholders’ (deficit) equity and total capitalization by approximately $7.5 million, assuming the number of shares offered by us, as stated on the cover page of this prospectus, remains unchanged and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of securities to be issued in this offering. An increase or decrease of 1,000,000 in the number of shares we are offering would increase or decrease, as applicable, each of cash, additional paid-in capital, total stockholders’ (deficit) equity and total capitalization by approximately $0.6 million, assuming the assumed public offering price of $0.6143 per share remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

The above discussion is based on 57,650,480 shares of Common Stock issued and outstanding as of March 31, 2025. The discussion above also assumes no sale of Pre-Funded Warrants, which, if sold, would reduce the number of shares of Common Stock that we are offering on a one-for-one basis, and no exercise of the over-allotment option.

DILUTION

Purchasers of Common Stock in this offering will experience immediate dilution to the extent of the difference between the public offering price per share of Common Stock in this offering and the net tangible book value per share of Common Stock immediately after this offering.

Our historical net tangible book value deficit as of March 31, 2025, was approximately $(20.94) million, or $(0.36) per share. Our historical net tangible book value deficit is the amount of our total tangible assets less our total liabilities. Historical net tangible book value deficit per share represents our historical net tangible book value deficit divided by the 57,650,480 shares of our Common Stock outstanding as of March 31, 2025.

Our pro forma net tangible book value as of March 31, 2025, was $(13.7) million, or $(0.23) per share of Common Stock, based upon 60,508,357 shares outstanding as of March 31, 2025, after giving effect to the issuance of 155,232 shares of Common Stock under our ELOC (the “Pro Forma Adjustment”). Pro forma net tangible book value per share is determined by dividing the net of total tangible assets, which excludes intangible assets, less total liabilities, by the aggregate number of shares of Common Stock outstanding as of March 31, 2025, as adjusted for the foregoing issuance. After giving effect to our sale in this offering in the aggregate amount of $5 million at an assumed public offering price of $0.6143 per share, the last reported sale price of our Common Stock on Nasdaq on June 9, 2025, after deducting underwriting discounts and commissions and estimated offering expenses in the amount of $0.2 million payable by us, our pro forma net tangible book value as of March 31, 2025, would have been $(9.2) million, or $(0.14) per share of Common Stock. This represents an immediate increase in pro forma net tangible book value of $11.7 million to our existing stockholders and an immediate dilution of $0.75 per share of Common Stock issued to the new investors purchasing securities in this offering. The dilution figures assume no sale of Pre-Funded Warrants, which, if sold, would reduce the number of shares of Common Stock that we are offering on a one-for-one basis, and no exercise of the over-allotment option.

The following table illustrates this dilution on a per-share basis:

Assumed public offering price per share				$	0.6143
Historical net tangible book value per share as of March 31, 2025	$	(0.36	)
Increase in net tangible book value per share attributable to the Pro Forma Adjustment	$	0.14
Pro forma net tangible book value per share as of March 31, 2025	$	(0.23	)
Increase in net tangible book value per share attributable to new investors in this offering	$	0.09
Pro forma adjusted net tangible book value per share after this offering				$	(0.14	)
Dilution in net tangible book value per share to new investors in this offering				$	0.75

To the extent that options or warrants are exercised, new options are issued under the Stardust 2024 Equity Plan, or we issue additional shares of Common Stock in the future, there may be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

DIVIDEND POLICY

~~Neither~~We ~~GPAC~~have IInever ~~nor Stardust Power ever~~ declared or paid any cash dividends on our ~~Ordinary~~common ~~Shares or Common Stock~~stock. We are not obligated to pay, and do not intend to pay, any cash dividends in the foreseeable future. We anticipate that for the foreseeable future we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board. Our payment of any dividends will be subject to the ability of our subsidiaries to generate earnings and cash flows and distribute them to us, as well as contractual and legal restrictions and other factors that our Board deems relevant. Our ability to declare and pay dividends to our shareholders is likewise subject to Delaware law (which may limit the amount of funds available for dividends). If, as a consequence of these various limitations and restrictions, we are unable to generate sufficient distributions from our business, we may not be able to make, or may be required to reduce or eliminate, the payment of future dividends, if any, on our ~~Common~~common ~~Stock~~stock.

MARKET INFORMATION

Our ~~Common~~common ~~Stock~~stock and Warrants are currently listed on the Nasdaq ~~Global~~Capital Market under the symbols “SDST” and “SDSTW,” respectively. On ~~June~~January 930, ~~2025~~2026, the Company had 609,~~508~~869,~~357~~558 shares of ~~Common~~common ~~Stock~~stock outstanding that were held of record by by approximately 68 holders. There are 101,~~430~~043,~~800~~080 shares of ~~Common~~common ~~Stock~~stock underlying the outstanding Warrants, which are held of record by 32 31 holders.

4632

BUSINESS

Company Overview and History

Stardust Power, formed on March 16, 2023, is developing a lithium refinery at our Facility in Muskogee, Oklahoma, with planned capacity of producing up to 50,000 metric tons per annum of battery grade lithium carbonate (“ BGLC”) once fully operational. On March 16, 2023, ~~Roshen Pujari (hereinafter~~ Roshan Pujari), the sole director and a controlling member of Stardust Power LLC, transferred his ownership in Stardust Power LLC to Legacy Stardust Power. , in exchange for nominal consideration. Prior to and following the acquisition, Roshan Pujari controlled both Stardust Power LLC and Legacy Stardust Power. The Company’s predecessor entity, Stardust Power LLC, did not have any assets, liabilities, revenue, expenses or cash flows from its inception on December 5, 2022, through March 16, 2023. On March 16, 2023, Stardust Power Inc. was organized in the State of Delaware and all the ownership interests of Stardust Power LLC were transferred to Stardust Power Inc. At the ~~Closing~~closing of the Business Combination, pursuant to the Business Combination Agreement, the Business Combination between GPAC II, First Merger Sub, Second Merger Sub and Legacy Stardust Power was consummated after which Stardust Power emerged as the surviving company. The name of GPAC II was subsequently changed to Stardust Power Inc. As a development stage company, Stardust Power’s strategy is to advance its project through site acquisition and readiness, source feedstock, and obtain commitment for the offtake of its BGLC.

Stardust Power’s mission is to secure U.S. energy leadership for national security through the production of battery grade lithium, ~~with~~carbonate, with sustainability built into each step of its process.

Stardust Power’s battery-grade lithium carbonate refinery is being designed and developed to foster energy independence for the United States. The Company seeks to become a sustainable, cost-effective supplier of BGLC for energy storage across energy storage systems, e-mobility, grid infrastructure, and data centers. The Facility will be optimized for multiple inputs of lithium ~~source material, including concentrated lithium brine, lithium~~ chloride, ~~technical and crude lithium~~ feedstocks. Upon completion of the ~~facility~~Facility, Stardust Power expects to secure multiple sources of feedstock from various lithium producers, with the Facility becoming one of the largest lithium refineries in North America. Stardust Power has and intends to enter into letters of intent and memoranda of understanding to avail itself of lithium brine feedstock supply. Stardust Power’s business strategy will depend on such agreements and its ability to source lithium ~~brine~~chloride.

Stardust Power ~~will~~expects to source lithium feedstock from various suppliers and may make investments upstream to secure additional feedstock. However, there is uncertainty related to whether and how much economically recoverable lithium exists at such resources and as such the ~~possibility~~ possibility exists that these efforts may not yield desired economic results. For more information on associated risks, please see “Risk Factors - We face numerous risks related to exploration, construction, and extraction of brine by our suppliers.” The Company ~~will~~plans ~~seek~~ to sell its products to and for the benefit of battery manufacturers, the United States’ defense industrial base, ~~and~~ and Western original equipment manufacturers (“OEMs”). The Company is not currently producing or selling any BGLC.

Some of the key driving factors for potential growth of the lithium refining industry are the anticipated increasing demand for battery-grade lithium products, fueled largely by the anticipated demand and production of energy storage systems, handheld electronics and EVs. We anticipate Western automotive OEMs and battery manufacturers to increasingly seek domestic supply sources. The demand for battery-grade lithium is rapidly diversifying beyond electric vehicles, driven by significant growth in data centers, energy storage systems (ESS), and military applications. The accelerating deployment of hyperscale data centers, driven by AI workloads and global digitalization, requires robust, high-density battery backup systems to ensure uninterrupted operations, while the global transition to renewable energy is fueling ESS installations that rely heavily on lithium-based chemistries for grid stability and energy arbitrage. In parallel, defense and aerospace sectors are expanding their use of advanced lithium-ion technologies for mobile power, unmanned systems, and tactical energy storage, creating additional strategic demand. These sectors now represent a growing share of lithium consumption, underscoring a broader, multi-sector reliance on secure and scalable battery-grade lithium supply chains.

We believe this has led to increasing demand for the critical minerals used in battery cells, such as lithium, driven by strong governmental incentives for American manufacturing and an evolving geopolitical climate that is creating a national security priority for the United States’ market. For more information on the demand of EVs and battery-grade lithium, please see “Current United States Lithium Refinery Landscape-EV Market Driving Demand for Lithium” below. Stardust Power’s market is the United States’ domestic demand market, which has been estimated in terms of lithium carbonate equivalent to be atover ~~321~~200,000 tons inby 2030, ~~438,000 tons in 2031,~~ ~~583,000 tons in 2035, respectively,~~ and ~~increasing~~ to ~~629~~approximately 470,000 tons by ~~20401~~the mid-20301. For more information, please see the graph in “United States Market - Lithium Battery Landscape” below.

In1 ~~February~~Fastmarkets ~~2023,~~“Lithium ~~the Company (through its fully owned subsidiary, Stardust Power LLC) received an illustrative incentive analysis for up to $257 million in performance~~10-~~based~~year ~~incentives,~~forecast ~~based on Stardust meeting certain criteria~~report”, ~~from~~dated ~~the~~November State of Oklahoma (covering Phase 1 and 2) and potential federal incentives, which may also be further eligible for federal grants. For more information on the incentives and milestones required to be achieved in order to receive such incentives, please see “State Incentives” below. 2025

~~1 Benchmark Market Intelligence data, S&P Global, Project Blue, Goldman Sachs, Companies websites, lithium expert interviews.~~33

47In February 2023, the Company (through its fully owned subsidiary, Stardust Power LLC) received an illustrative incentive analysis for up to $257 million in performance-based incentives, based on Stardust Power meeting certain criteria, from the State of Oklahoma (covering Phase 1 and 2) and potential federal incentives analysis, which may also include federal grants. For more information on the incentives and milestones required to be achieved in order to receive such incentives, please see “State Incentives” below.

On January 10, 2024, Stardust Power and the City of Muskogee entered into a Purchase and Sale Agreement (“the PSA”) to purchase the site in Southside Industrial Park, Muskogee, Oklahoma in Port Muskogee for a total of $1,662,030. On December 16, 2024, the Company completed the purchase and acquired title to the land.

Lithium Industry

Competition and Industry Overview

The global market for lithium is being driven primarily by the development and manufacturing of cathode active material for lithium-ion batteries. Cathode material capacity and production is currently concentrated in Asia, particularly China, Japan and Korea.

In the coming years, significant cathode material production capacity is expected to come online in Europe and North America while capacity and production in China, Japan, Korea also increases. The market for lithium compounds faces barriers to entry, including access to an adequate and stable supply of lithium feedstock, the need to produce sufficient quality and quantity, technical expertise and development lead time.

China’s Dominance in Lithium-ion Batteries and the Need for Domestic Sources in the United States

Lithium-ion batteries have become the rechargeable battery of choice in cell phones, computers, electric vehicles, and large scale electric stationary storage systems. Global production capacity of lithium-ion batteries was approximately 2.85 terawatt-hours (“TWh”) per year at the end of ~~March~~2025 ~~2023~~ and is forecasted to grow to approximately 6.5 TWh in ~~2030~~2036, led by China, which is projected to account for more than half the market ~~share, alongside North America and Europe, each projected to produce over 1 TWh of lithium-ion battery capacity, according to S&P Global Market Intelligence~~share2.2 This is supported by regulatory and consumer-driven tailwinds increasing demand for power-consumption through higher performance applications. This, in turn, is driving the need for resilient and geographically diverse sources of battery metals and precursor materials, including lithium.

The battery supply chain can be separated into three segments:

	●	upstream (mining and extraction of raw materials);
	●	midstream (processing of raw materials into battery-grade components); and
	●	downstream (cell and pack manufacturing, as well as end-of-life recycling and reuse)³.

The supply chains for the critical minerals in these batteries differ in terms of the geography of raw material production, although a few countries produce the majority of supply for each critical mineral. Arguably the most important choice is the selection of cathode material, as cathodes are over half of the cost of a battery cell and largely determine crucial battery characteristics such as energy density and charging speed.⁴

~~Chemical~~China’s ~~refiners~~mined ~~source~~production ~~battery-grade~~is ~~materials~~forecasted ~~from~~to ~~suppliers~~increase to ~~manufacture~~905,650 ~~into~~tons ~~cell~~of ~~components,~~LCE ~~including~~in ~~cathodes~~2035, ~~anodes,~~rising ~~electrolytes, and~~at ~~separators.~~a ~~The~~CAGR ~~majority~~ of ~~global~~8% ~~refining~~from ~~capacity~~408,100 istons ~~currently~~of ~~located~~LCE in ~~Asia~~2025. 5

2Chemical SPrefiners ~~Global~~source ~~Market Intelligence. “Lithium~~battery-~~ion~~grade ~~battery~~materials ~~capacity~~from suppliers to ~~grow~~manufacture ~~steadily~~into tocell ~~2030.~~components, ~~SP Global Market Intelligence”~~including cathodes, ~~dated July~~ 27anodes, ~~2023~~ electrolytes, and separators. ~~Available at: https://www.spglobal.com/marketintelligence~~ ~~/en/news-insights/research/lithium-ion-battery-~~The majority of global refining capacity~~-to-grow-steadily-to-2030~~ is currently located in Asia.6

² https://www.altenergymag.com/news/2025/11/20/global-lithium-ion-battery-capacity-to-reach-54-twh-by-2036-but-gigafactory-growth-cools-according-to-idtechex/46385/#:~:text=The%20top%206%20players%20account%20for%20more,Lithium%2DIon%20batteries%20was%20more%20than%202500%20GWh.

³ “Electric vehicle battery chemistry affects supply chain disruption vulnerabilities”. Anthony L. Cheng, Erica R. H. Fuchs, Valerie J. Karplus and Jeremy J. Michalek. Accessed at: https://www.ncbi.nlm.nih.gov/pmc/articles/PMC10923860/.

⁴ Id.

5 ~~Visual~~ ~~Capitalist.~~ Fastmarkets “~~China’s~~Lithium ~~Dominance~~10-year inforecast ~~Battery Manufacturing~~report”, dated ~~January 19,~~November ~~2023. Available at: https://www.visualcapitalist.com/chinas-dominance-in-battery-manufacturing/.~~2025

486 Visual Capitalist. “China’s Dominance in Battery Manufacturing”, dated January 19, 2023. Available at: https://www.visualcapitalist.com/chinas-dominance-in-battery-manufacturing/.

Cell manufacturers source cell components and assemble those components into modules and packs, which are then sold to OEMs. Cell manufacturing is currently concentrated in China, with the country accounting for over 77% of global cell manufacturing capacity, as of 2022, and estimated at 69% in 2027.634

~~Each~~Cell ~~segment~~manufacturers ofsource ~~the~~cell ~~lithium-ion~~components ~~battery~~and ~~supply~~assemble ~~chain has seen disparate quantities of investment, with~~ those ~~variations~~components ~~further~~into ~~pronounced with~~modules ~~specific geographies. While there is significant cell manufacturing~~ and ~~OEM manufacturing capacity in the United States~~packs, awhich ~~minority of~~are ~~global~~then ~~battery~~sold ~~materials, particularly as they relate~~ to ~~EVs,~~OEMs. ~~are~~Cell ~~sourced from inside the United States resulting in a severe domestic~~manufacturing ~~capacity~~is ~~imbalance.7~~currently ~~This~~concentrated ~~risk~~ in ~~the security~~China, ~~and~~with ~~cost~~the ofcountry ~~supply~~accounting ~~has resulted in numerous issues~~ for ~~industries~~over ~~reliant on~~85% ~~lithium-ion batteries and has the potential to setback the adoption~~ of ~~EVs~~global ~~and~~production ~~renewable energy storage. As a result~~capacity, ~~Stardust~~as ~~Power intends to focus its business strategy on the United States’ domestic production~~ of ~~refining BGLC utilizing federal~~ 2024, and ~~state~~estimated ~~government incentives,~~at 67% in ~~addition to public and private market investments~~2030.7

Each segment of the lithium-ion battery supply chain has seen disparate quantities of investment, with those variations further pronounced with specific geographies. While there is significant cell manufacturing and OEM manufacturing capacity in the United States, a minority of global battery materials, particularly as they relate to EVs, are sourced from inside the United States resulting in a severe domestic capacity imbalance for processing such materials.⁸ This risk in the security, and cost of supply has resulted in numerous issues for industries reliant on lithium-ion batteries and has the potential to setback the adoption of EVs and renewable energy storage. As a result, Stardust Power intends to focus its business strategy on the United States’ domestic refining BGLC utilizing federal and state government incentives, in addition to public and private market investments.

Current United States Lithium Refinery Landscape

The United States lithium refinery landscape is rapidly evolving, with significant developments underway to bolster domestic capabilities in lithium production, crucial for battery-grade materials used in EVs and other technologies. Here is an overview of notable projects and how Stardust Power aligns:

1. Stardust Power intends to build ~~what it expects to be~~ one of the largest battery-grade lithium refineries in North America. The Facility is expected to produce up to 50,000 metric tpa once fully operational. 2. Tesla has commenced aoperations ~~project~~at its new lithium refining factory in Texas. The site, ~~establishing~~located aoutside of Corpus Christi, is the first large-scale refinery ~~expected~~for tobattery-grade ~~support~~lithium in the ~~production~~U.S., and the first industrial deployment of 1an ~~million~~acid-free ~~EVs~~lithium byrefining ~~2025~~route.89 3. ExxonMobil ~~has~~is ~~announced~~building a ~~project~~lithium processing facility in Arkansas, establishing a refinery expected to support the production of over 1 million EVs by 2030.910 4. Ioneer Ltd has announced it is advancing the Rhyolite Ridge Lithium-Boron Project in Nevada, with plans to significantly contribute to the United States lithium supply.1011 5. Lithium Americas has announced that the Thacker Pass project by Lithium Americas in Humboldt County, Nevada, is targeting a substantial lithium carbonate production capacity. They have announced that the mechanical completion of Phase 1 production is targeted for 2027.1112 6. Standard Lithium has announced that its South West Arkansas Project plans for initial annual capacity of 22,500 tons of battery-quality lithium carbonate, with first production expected in 202813.

Competitive Landscape and New Market Entrants

The United States lithium refining sector is seeing increased activity, partly driven by government policies such as grant programs and financings and the Inflation Reduction Act, which incentivizes domestic production. New players like Stardust Power are entering the market, positioning themselves through strategic initiatives such as mergers and joint ventures to fund their development. Existing firms like Albemarle are expanding their operations to capitalize on the growing demand for lithium, driven by the EV market expansion.

~~Stardust~~7 ~~Power’s Position Relative to Competitors~~ https://www.electrive.com/2025/06/03/iea-report-dimensions-and-trends-of-the-global-battery-market/#:~:text=Cell%20production:%20installed%20capacity%20at,producers%2C%E2%80%9D%20the%20report%20states.

~~Stardust~~8 ~~Power~~Congressional isResearch ~~positioning itself as a key player in the domestic supply chain for lithium, a critical material for battery production~~Service. ~~By seeking~~Critical toMinerals ~~establish one of the largest refineries of its kind~~ in ~~the~~Electric ~~United~~Vehicle ~~States~~Batteries, ~~Stardust~~dated ~~Power~~August ~~aims to enhance its competitive edge~~29, ~~and~~2022 ~~market~~(Report ~~visibility~~No. ~~Its~~R47227). ~~strategic~~Retrieved ~~location~~from in Oklahoma, provides a centralized hub by which we intend to leverage existing industrial and shipping infrastructure, aligning logistically with upstream sources of feedstock and downstream customershttps://crsreports.congress.gov/product/pdf/R/R47227.

69 Idhttps://www.teslarati.com/tesla-first-us-lithium-refinery-texas/

710 ~~Congressional Research Service. Critical Minerals in Electric Vehicle Batteries, dated August 29, 2022 (Report No. R47227). Retrieved from~~ https://~~crsreports~~www.~~congress~~reuters.~~gov~~com/~~product~~markets/~~pdf~~commodities/Rexxon-aims-make-key-lithium-technology-decision-by-year-end-2024-02-15/~~R47227.~~

8 https://www.reuters.com/business/autos-transportation/tesla-plans-produce-lithium-1-mln-vehicles-texas-refinery-elon-

musk-2023-05-08/

9 https://www.reuters.com/markets/commodities/exxon-aims-make-key-lithium-technology-decision-by-year-end-2024-02-15/

#:~:text=The%20company%20last%20fall%20announced,electric%20vehicle%20(EV)%20batteries

1011 https://www.ioneer.com/rhyolite-ridge-project/about-rhyolite-ridge/

~~11https~~12 https://lithiumamericas.com/news/news-details/2024/Lithium-Americas-Provides-a-Thacker-Pass-Construction-Plan-Update/

default.aspx#:~:text=PROJECT%20TIMELINE,full%20capacity%20production%20in%202028

4913 https://www.standardlithium.com/news/smackover-lithium-receives-key-final-integration-approval-from-the-arkansas-oil-and-gas-com

Unlike the hard rock lithium refineries of the other United States players in the industry, the Company’s central refinery is being designed to be optimized for multiple lithium brine inputs. By utilizing a “hub and spoke” refinery model, the Company believes it can scale production more efficiently through sourcing feedstock from different sources. This provides a potential competitive advantage of minimizing the dependence on a single supply source.35

Stardust Power’s Position Relative to Competitors

Stardust Power is positioning itself as a key player in the domestic supply chain for lithium, a critical material for battery production. Lithium refining capacity is a key bottleneck in the supply chain that needs to be addressed to establish a resilient critical minerals US supply chain. By seeking to establish one of the largest refineries of its kind in the United States, Stardust Power aims to enhance its competitive edge and market visibility. Its strategic location in Oklahoma, provides a centralized hub by which we intend to leverage existing multi-modal transportation infrastructure, aligning logistically with upstream sources of feedstock and downstream customers.

Unlike the hard rock or clay lithium refineries of the other United States players in the industry, the Company’s central refinery is being designed to be optimized for multiple lithium chloride inputs derived from brine. By utilizing a “hub and spoke” refinery model, the Company believes it can scale production more efficiently through sourcing feedstock from different sources in the Americas that are rapidly developing across the region. This provides a competitive advantage of minimizing the dependence on a single supply source and establishing an attractive long-term refining infrastructure to support the development of regional upstream capacity.

Future Outlook

The United States lithium ~~refining~~demand ~~industry~~ is expected to ~~grow~~continued ~~significantly~~robust growth, with continued investments and expansions, given the ~~continuing~~ continuing political support towards onshoring of critical mineral production in United States. The entry of new players like Stardust Power indicates a dynamic shift towards increasing domestic production capabilities and addressing significant bottlenecks in the domestic supply chain. This trend is ~~likely~~underway ~~to continue~~ as the demand for lithium-ion batteries escalates and the United States seeks to reduce its reliance on foreign critical minerals.

In summary, the United States lithium refinery sector is critical and on a robust growth trajectory, with significant investments from both new entrants like Stardust Power and established players. This expansion is crucial for supporting the broader energy transition and EV market growth in the United States.

Overall Market Opportunity

The lithium market is expected to grow significantly through 2030 as a result of growth in the energy storage segment (‘ESS”) and the electrification of cars and ~~the~~trucks. ~~growth~~The LCE demand from ESS is expected to grow at a CAGR of 13%, reaching 862,000 tons of LCE in 2035 from 250,000 tons of LCE in 2025. But from 2030, the ~~energy~~rise of alternative chemistries used by ESS ~~storage~~providers, ~~segment~~such as sodium-ion, would cause a slight easing in the growth of lithium demand. 14 Due to the strict rules that internal combustion engine automakers must adhere to in order to reduce carbon dioxide emissions from automobiles, the automotive application market is estimated to increase significantly over the course of the projection period. This has led to the increased focus on EVs by automakers, which in turn is expected to increase demand for lithium and related goods. A typical EV battery would require about 850 grams of BGLC per kilowatt-hours (“kWh”)1215, and each EV has an average battery capacity of 50 65 kWh. Hence, an average EV will require approximately 4055 kg of ~~BGLC13~~BGLC16. Given that its refinery will be able to produce up to 50,000 metric tpa of BGLC, Stardust Power estimates they will be able to supply approximately 1.2 million EVs which is estimated to contribute to approximately 108%~~-11%~~ of the United States’ EV market by 2035, which is estimated at 1112.2 million EVs.1417

Furthermore, the growing lithium-ion battery market is expected to benefit from the continued advancement of DLE technologies, further described below, which may enhance the industry’s ability to respond promptly to rising demand.

In light of the Company’s objective to emerge as a significant supplier of BGLC within the United States, it is estimated that a portion of the global lithium market constitutes the Company’s total addressable market (“TAM”).

~~Additionally,~~14 ~~the~~ Fastmarkets ~~substantiation~~“Lithium ~~for~~10-year ~~this~~forecast ~~belief stems from market analysis and industry trends indicating the growing demand for BGLC~~report”, ~~particularly within~~dated ~~the~~November context of the expanding EV market and advancements in energy storage solutions. Given the pivotal role of BGLC in powering EVs and supporting renewable energy integration, the projected growth trajectory of the lithium product market substantiates the Company’s focus on this segment as its TAM. Furthermore, the Company’s strategic positioning and expected operational capabilities aimed at servicing the United States’ market reinforce the viability of targeting this segment within the broader global lithium market. Additionally, the market impact of the Facility may be assessed from the demand side by calculating the units of EVs that can be supplied by the plant.2025

1215 International Renewable Energy Agency. “Lithium is critical to the energy transition. IRENA” dated 2022. Available at: https://www.irena.org/-/media/Files/IRENA/Agency/Technical-Papers/IRENA_Critical_Materials_Lithium_2022.pdf

1316 Idhttps://www.iea.org/reports/global-ev-outlook-2025/electric-vehicle-batteries

1417 ~~Goldman Sachs. “Electric Vehicles Are Forecast to Be Half of Global Car Sales by 2035”, dated February 10, 2023. Available at:~~ https://www.~~goldmansachs~~eei.~~com~~org/~~intelligence~~en/~~pages~~news/~~electric~~news/all/eei-~~vehicles~~projects-~~are~~78-~~forecast~~million-toevs-will-be-~~half~~on-ofus-~~global~~roads-~~car~~in-~~sales-by-~~2035~~.html~~

5036

Additionally, the substantiation for this belief stems from market analysis and industry trends indicating the growing demand for BGLC, particularly within the context of the expanding EV market and advancements in energy storage solutions. Given the pivotal role of BGLC in powering EVs and supporting renewable energy integration, the projected growth trajectory of the lithium product market substantiates the Company’s focus on this segment as its TAM. Furthermore, the Company’s strategic positioning and expected operational capabilities aimed at servicing the United States’ market reinforce the viability of targeting this segment within the broader global lithium market. Additionally, the market impact of the Facility may be assessed from the demand side by calculating the units of EVs that can be supplied by the plant which is approximately 1 million EV’s.

Global near-term passenger EV sales and EV share of new passenger-vehicle sales by market

EV Market Driving Demand for Lithium

According to BloombergNEF’s ~~2023~~2025 ~~Long-Term~~ Electric Vehicle Outlook (“BNEF EV ~~2023~~2025”), under the Economic Transition Scenario (“ETS”)15 18, ~~the~~EVs EVare ~~adoption~~expected into reach 56% of global passenger vehicle sales ~~may~~by ~~increase~~2035 ~~from~~and 1470% inby ~~2022~~2040. toDespite ~~30%~~rapid byEV ~~2026. Additionally~~adoption, only 40% of the global ~~fleet of~~ passenger-vehicle ~~electric~~fleet ~~vehicles~~ is ~~expected~~electric toby ~~increase~~2040 ~~from~~under 27the ~~million~~ETS. inThe ~~2022~~fleet toelectrifies ~~approximately~~faster ~~107~~than ~~million units~~that in ~~2026~~several countries, ~~approximately~~like ~~245~~the ~~million~~Nordics ~~units~~(72%), inChina ~~2030~~(69%), ~~and~~or ~~approximately~~the ~~731~~UK ~~million units by 2040~~(66%), ~~representing~~but asome ~~penetration rate~~ of ~~7.6%,~~the ~~16%~~biggest ~~and~~car ~~46%~~markets, ~~for~~like the ~~years~~US ~~2026, 2030~~ and ~~2040~~Japan, ~~respectively,~~are ~~of all passenger vehicles on road~~much lower.16

~~According~~18 to BloombergNEF. ~~EV Volumes, 2023 global light-duty EV (Battery~~ “Electric ~~Vehicles~~Vehicle ~~and~~Outlook ~~Plug-in~~2025”, ~~Hybrid~~dated ~~Electric~~2025. ~~Vehicles) sales increased approximately~~Available ~~35%~~ at: ~~as compared to 2022~~https://about. ~~Global light~~bnef.com/insights/clean-~~duty EV adoption increased from approximately 13% in 2022 to approximately 16% in 2023; China’s light~~transport/electric-duty EV adoption increased from approximately 27% in 2022 to approximately 34% in 2023.17 We believe the strong EV demand growth in 2023 was driven by automakers’ increased product offering, increased consumer awareness and adoption, national and regional governments’ announced incentives, subsidies, and more stringent fuel economyvehicle-outlook/~~carbon dioxide emissions regulations to support electrification efforts.~~#overview

In 2024 and beyond, fuel economy/carbon dioxide emissions regulations for commercial vehicles coupled with environmental commitments of an increasing number of corporations are likely to propel electric commercial vehicle sales. According to BNEF EV 2023, for commercial vehicles18, road freight demand is estimated to increase by 46% globally from 2022 to 2040. Under the ETS, light-duty commercial vehicles are estimated to electrify rapidly, propelled by existing favorable total cost of ownership as compared to diesel vans. By 2030, more than a third of all new sales are estimated to be electric, increasing to approximately two-thirds by 2040. Further, under the ETS, battery electric buses are estimated to represent 65% of global fleet by 2040. Additionally, electric light-duty commercial vehicle sales are estimated to increase to approximately 6 million vehicles in 2030 and to approximately 15 million vehicles by 2040, electric medium-and heavy-duty commercial vehicle sales are estimated to increase to approximately 1 million vehicles in 2030 and to approximately 2.5 million vehicles by 2040, and electric bus sales are estimated to increase to approximately 0.17 million vehicles in 2030 and to approximately 0.23 million vehicles by 204019.37

15Beginning ~~BloombergNEF~~in 2024 and continuing thereafter, fuel-economy and carbon-dioxide emissions regulations applicable to commercial vehicles, together with the environmental and decarbonization commitments of an increasing number of corporate fleet operators, are expected to support continued growth in electric commercial vehicle adoption. ~~“Electric~~Under ~~Vehicle~~BloombergNEF’s ~~Outlook~~Economic ~~2023”~~Transition Scenario, ~~dated~~electrification ~~2023~~is projected to expand beyond passenger vehicles into commercial vans, trucks and buses, with light-duty commercial vehicles adopting more rapidly due to favorable total cost of ownership relative to diesel alternatives. ~~Available~~BloombergNEF ~~at:~~estimates ~~https://assets~~that electric vans will account for more than one-third of global new van sales by 2030, while battery-electric trucks are expected to approach approximately 15% of global new sales by that time, with adoption continuing to increase thereafter.~~bbhub.io/professional/sites/24/2431510_BNEFElectricVehicleOutlook2023_ExecSummary.pdf~~ Electric bus adoption is also advancing globally, supported by government policy measures, with more than half of city bus sales in Europe now electric and Europe largely on track to meet the European Union’s target of 100% zero-emission city bus sales by 203519

16 Id.

17 EV Volumes. “Global EV Sales for 2023.” Available at: https://www.ev-volumes.com/

18 BloombergNEF. “Electric Vehicle Outlook 2023” dated 2023.

19 See id.

Lithium Market Current Dynamics

The global lithium market has recently experienced substantial price ~~decreases~~fluctuations. Spot prices peaked at over $80,000 per ton in December ~~2022~~ 2022 but ~~have~~had since declined to just over $10,~~345~~000 per ton as of March 2025, ~~representing~~with a ~~decrease~~slight ofrebound ~~over~~to ~~88%~~approximately $23,093 per ton in January 30, 202620.20 This downturn, attributed to oversupply and softened demand, raises concerns for industries reliant on lithium-ion batteries, such as EVs, renewable energy storage, consumer electronics and refineries. The decline may have implications for the industry and for Stardust Power.

Despite ~~current~~ price declines, ~~the~~long-term ~~ongoing~~demand ~~escalation~~for lithium is expected to remain supported by continued growth in global energy demand, including increased adoption of electric vehicles and ~~the~~energy ~~diversification~~storage ~~away~~systems. ~~from~~While ~~over~~near-~~reliance~~term onpricing ~~fossil~~remains ~~fuels~~subject ~~suggests~~to uncertainty due to excess supply, ~~continued~~market ~~rising~~participants ~~demand~~generally ~~for~~expect ~~lithium~~supply-~~powered~~demand ~~energy~~conditions ~~sources~~to rebalance over ~~the~~time ~~long~~as ~~term.~~demand ~~S&P~~growth ~~Global~~absorbs ~~forecasts~~surplus ~~stabilization~~capacity; inhowever, the ~~lithium~~timing ~~carbonate prices~~and ~~within~~magnitude aof ~~range~~any ~~between~~recovery ~~$20,000/mt~~remain uncertain and ~~$25~~subject to macroeconomic conditions,~~000/mt~~ ~~from~~policy ~~2024~~developments, totechnological change ~~2027~~and future supply responses.21

As per Fastmarkets Q4 2025 Lithium 10-year Forecast Supply/demand report, deficit is delayed to 2029. 2027 and 2028 years are now forecast to move to a surplus of 18,000 tons in 2027 and 14,000 tons in 2028. Overall forecast lithium demand has increased by roughly 32,000 tons of LCE for 2027 and 26,000 tons of LCE for 2028. The report increased expectations for demand from the ESS market. This is a result of China continuing to support widespread ESS deployment via policy, as well as increased demand from the US market due to the expected adoption ESS by AI data centers. The model continues to project significant supply shortfalls from 2030, which grow over time. The expectation of significantly higher prices in the next decade is likely to incentivize new supply, which should help mitigate these shortfalls.

¹⁹ BloombergNEF. “Electric Vehicle Outlook 2025” dated 2025. Available at: https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview

²⁰ Lithium - Price - Chart - Historical Data - News

Future Lithium Supply

Currently, ~~most~~much of the lithium mining is situated in Australia and Latin America followed by China. An announced pipeline of projects will ~~likely~~ likely introduce new players and geographies to the lithium-mining map. ~~This~~Fastmarket ~~reported~~report ~~capacity~~estimates ~~base~~that isglobal ~~projected~~lithium tosalts beoutput will ~~enough~~reach ~~for supply~~ to ~~grow~~ at1.48 amillion ~~20%~~tons ~~annual~~of ~~rate~~LCE toin ~~reach~~2025, ~~over~~which 2includes 1.707 million ~~metric~~tons of carbonate, 390,000 tons (LCE basis) of ~~lithium~~hydroxide and ~~carbonate~~30,000 ~~equivalent~~tons by(LCE ~~2030~~basis) of other salts.2221

While forecasted demand and supply indicates a balanced industry for the short term, there is a potential need to galvanize new capacity by 2030. Additional lithium sources required to bridge the supply gap are predicted to come from different types of lithium sources. The three lithium sources, ~~of these novel types of lithium sources,~~ which will create the greatest ~~portion~~opportunity offor Stardust Power’s feedstock are from (i) Oilfield brines (ii) salt flats (iiiii) produced water and (~~iii~~iv) geothermal brines.

1. Salt Flats - Salt flats, also known as salt pans or saltpans, are vast expanses of land covered with salt and other minerals left behind by the evaporation of water. These flats often contain lithium-rich brine beneath their surface layers. By implementing DLE technology, lithium can be efficiently extracted from the brine beneath salt flats.

	1	Oilfield Brines – Oilfield brines are highly saline fluid occurring naturally in subsurface petroleum reservoirs, typically co-produced with hydrocarbons, and composed predominantly of dissolved inorganic salts, metals, dissolved gases, and organic compounds.
	2	Salt Flats - Salt flats, also known as salt pans or saltpans, are vast expanses of land covered with salt and other minerals left behind by the evaporation of water. These flats often contain lithium-rich brine beneath their surface layers. By implementing DLE technology, lithium can be efficiently extracted from the brine beneath salt flats.

2021 Fastmarkets “Lithium ~~Prices~~10-year inforecast ~~Free Fall: Implications for Clean Energy Transition in the Private Sector.~~report” ~~Available~~, ~~at:~~dated ~~https://www.bradley.com/insights/publications/2024/02/lithium-prices-in-free-fall-implications-for-clean-energy-transition-in-~~November 2025

~~the-private-sector and https://tradingeconomics.com/commodity/lithium~~39

21 Id.

	3	Produced Water - Produced water, a residual from oil and gas extraction, is commonly viewed as waste. However,produced water holds potential with its mineral content, notably lithium. Its reservoirs are promising for extraction. DLE is able isolate and concentrate lithium ions from produced water in order to extract the lithium.

	4	Geothermal Brine - Geothermal brine refers to the hot water that naturally occurs beneath the Earth’s surface, typically in areas with volcanic activity or high levels of geothermal heat. It contains dissolved minerals and salts, including lithium. DLE methods aim to selectively extract lithium from geothermal brine efficiently.

22 McKinsey & Company. “Lithium Mining: How New Production Technologies Could Fuel the Global EV Revolution.” Available at: https://www.mckinsey.com/industries/metals-and-mining/our-insights/lithium-mining-how-new-production-technologies- could-fuel-the-global-ev-revolution.

	2.	Produced Water - Produced water, a residual from oil and gas extraction, is commonly viewed as waste. Yet, it holds potential with its mineral content, notably lithium. Its reservoirs are promising for extraction. DLE is able isolate and concentrate lithium ions from produced water in order to extract the lithium.
	3.	Geothermal Brine - Geothermal brine refers to the hot water that naturally occurs beneath the Earth’s surface, typically in areas with volcanic activity or high levels of geothermal heat. It contains dissolved minerals and salts, including lithium. DLE methods aim to selectively extract lithium from geothermal brine efficiently.

The Domestic Market in the United States

Lithium-Battery Landscape

Current and projected demand is dominated by EVs, but lithium-ion batteries also are ubiquitous in consumer electronics, critical defense applications, and in stationary storage for the electric grid. We believe EVs have changed the domestic economy in irreversible ways. With the increasing electrification of the United States’ transportation sector, growth in employment associated with EVs has already been demonstrated. In the United States,23 EV sales ~~reached~~have aincreased ~~market share of 7.6%~~ in ~~2023~~recent years, and ~~according~~remain toinfluenced ~~some~~by ~~estimates,~~policy ~~that figure could increase to a 67% gap over the next decade.24 Since the IRA passed in 2022~~developments, ~~companies~~infrastructure ~~have invested $85 billion in new EV~~availability and ~~battery~~consumer ~~manufacturing~~cost ~~and~~considerations. ~~supply~~Over ~~chain facilities in~~ the ~~United~~long ~~States~~term, ~~resulting~~electric invehicles ~~82,000~~are ~~new~~expected ~~United States jobs, according~~ to ~~data~~ ~~from~~represent ~~the~~an EVincreasing ~~Jobs~~share ~~Hub. While estimates vary, Bloomberg projects worldwide sales~~ of 56new ~~million~~ passenger ~~EVs in 2040, of which 17%~~ ~~(about~~vehicle ~~9.6~~sales ~~million EVs) will be~~ in the United States’, ~~market.~~and Ifthe ~~all~~pace ~~batteries~~of ~~for~~adoption ~~Bloomberg’s~~will ~~projected~~continue ~~9.6~~to ~~million~~evolve ~~EVs were~~alongside ~~manufactured~~regulatory ~~abroad,~~and ~~that~~market ~~would result in roughly $100 billion in imports~~conditions. Capturing this market is key for the future viability of the United States auto industry, which historically has contributed 5.5% of the total United States’ gross domestic product. In addition to the EV market, grid storage uses of advanced batteries are also anticipated to grow, with Bloomberg projecting total global deployment to reach over 1,095 GW by 2040, growing substantially from 9 GW in 2018.25 To participate in the lithium-based battery market, the United States needs a robust supply chain, upstream, midstream and downstream to produce state-of-the-art, reliable EV and grid storage batteries at scale. Stardust Power is intending to capture a portion of the midstream market through the development of its lithium refinery.

~~According~~In addition to ~~the~~EV, ~~Benchmark~~BloombergNEF ~~Mineral~~projects ~~Intelligence~~rapid ~~Source,~~growth ~~the~~in ~~lithium~~stationary ~~industry~~energy ~~needs~~storage deployment to ~~invest~~support ~~$116~~grid ~~billion~~reliability, byrenewable ~~2030~~energy integration ifand ~~the~~peak-load ~~world~~management. isParticipation toin ~~meet~~this ~~the~~growing ~~ambitious~~lithium-based battery market requires a robust domestic supply chain ~~targets~~spanning ~~set~~upstream byraw ~~governments~~materials, midstream refining and ~~the~~downstream ~~largest~~battery ~~automakers~~manufacturing. ~~The~~Establishing ~~analysis’s~~such ~~high~~supply ~~case~~chains ~~scenario,~~is ~~which~~viewed ~~encompasses~~as strategically ~~data~~important ~~from~~to ~~the~~reduce ~~International Energy~~reliance ~~Agency~~ on ~~enacted~~imports, ~~country-level~~mitigate ~~policies,~~geopolitical ~~would~~risk ~~require~~and ~~5.3~~support ~~million~~domestic ~~tons~~manufacturing. ofStardust ~~lithium~~Power intends ~~carbonate~~to ~~equivalent~~participate in ~~production~~this ~~today, which~~evolving ~~could~~market ~~result~~through inthe ~~supply~~development ~~shortages~~of its lithium refining operations, ~~potential~~positioning ~~causing~~the anCompany ~~increase~~within the inmidstream ~~lithium~~segment ~~prices~~of the battery supply chain.26

23 Natural Resource Defense Council. “Demand Grows for Electric Cars, But Does the Market Support Green Jobs in the EV Industry?” Available at: https://www.nrdc.org/stories/demand-grows-electric-cars-does-market-green-jobs-ev-industry.40

24Lithium ~~Id.~~US Carbonate supply-demand balance

25As per Fastmarket Ureport, US demand rose from 60kt LCE in 2022 to 109 kt LCE in 2024.S In 2025, LCE demand from the EV and ESS market rose to 139 kt LCE. The ~~Department~~majority of ~~Energy.~~this ~~“FCAB~~gain ~~National~~in ~~Blueprint~~demand ~~Lithium~~forecast ~~Batteries~~to come from the ESS market with a lower uptake in EVs expected as a result of the removal of consumer subsidies.” ~~Available~~The ~~at:~~30D consumer tax credit ended on September 2025 is expected to lead to low EV lithium demand growth in the ~~https://www~~US in 2026.~~energy.gov/sites/default/files/2021-06/FCAB%20National%20Blueprint%20Lithium%20Batteries%200621_0.pdf.~~22

26Post-2026 ~~Benchmark~~Fast ~~Mineral~~markets ~~Intelligence.~~expects ~~“Lithium~~to ~~Industry~~see ~~Needs~~strong ~~Over~~demand ~~$116~~growth ~~Billion~~to return to ~~Meet~~the ~~Automaker~~US market. Over the coming 10 years, US lithium demand is forecast ~~and~~to ~~Policy~~rise ~~Targets~~at a 21% CAGR reaching 883 kt LCE by ~~2030”~~2035. Demand from the EV sector is forecast to rise to 680 kt LCE with ESS demand rising to 203 kt LCE. Fastmarkets estimates that US lithium carbonate demand in 2025 reached around 100,00 ~~dated~~tonnes. ~~August~~In 4their estimation, ~~2023~~demand is expected to grow with the current domestic imbalance only growing through 2035. ~~Available~~Even ~~at:~~with ~~https:~~all operating plants and brine/~~/source.benchmarkminerals.com/article/lithium-industry-needs-over-116-billion-~~mine projects under development, it will be impossible to~~-meet-automaker-~~ satisfy the domestic demand and~~-policy-targets-by-2030~~ will require imports from closer countries like Canada, Argentina, and, Brazil. This imbalance exhibits the timely entrance of the Stardust refinery to support domestic lithium production capacity.23

Current and Future Market Structures

Market Trends and Opportunities

Currently, the United States’ market for lithium-ion batteries, or alternative rechargeable battery chemistries, can be delineated into the commercial and the national defense markets. While these markets are distinct in their end-use applications and requirements, they are alike in their need for innovation and research and development. Successful domestic production and reliable supply chains in both markets will be key for the United States’ economic competitiveness and security.

United States’ Economic Posture

~~Bloomberg~~Energy ~~forecasts~~Storage 3.2 million EV sales in the United States for 2028, and over 200 GW of lithium-ion battery-based grid storage deployed globally by 2028.27 With an average estimated EV battery capacity of 100 kWh, 320 gigawatt-hours (“gWH”) of domestic lithium-ion battery production capacity will be needed just to meet passenger EV demand.28 Benchmark Mineral Intelligence forecasts domestic lithium-ion battery production capacity of 148 GWh by 2028, less than 50% of projected demand.29 These projections indicate threats to the ability of the U.S. to serve domestic demand. In this scenario, domestic supply chains for the transportation, utility, and aviation sectors may become vulnerable or beholden to strategic competitors for key technologies.Systems

The LCE demand from ESS is expected to grow at a CAGR of 13%, reaching 862,000 tons of LCE in 2035 from 250,000 tons of LCE in 2025. But from 2030, we believe the rise of alternative chemistries used by ESS providers, such as sodium-ion, will cause a slight easing in the growth of lithium demand. ²⁴

Electric vehicles

Bloomberg forecasts continued growth in U.S. electric vehicle sales through the late 2020s, and rapid expansion of lithium-ion based stationary storage to support grid reliability and renewable energy intergration.²⁵ Industry forecasts indicate that projected U.S. battery manufacturing capacity additions may lag expected demand growth, resulting in continued reliance on imported batteries, components and materials.²⁶. The reliance could increase supply chain vulnerability and strategic exposure for the transportation, utility, and other infrastructure sectors ²⁷.

The US passenger EV adoption growth has moderated as EV policies and support are being rolled back. Bloomberg forecasts Passenger electric car sales in the US rise from 1.6 million in 2025 to 4.1 million in 2030.²⁸

National Security Posture

The increasing demand for lithium products and their importance to advanced technologies and energy infrastructure highlights the national security urgency of the current domestic import dependence. In October 2024, China banned the export of lithium batteries to U.S. drone producers, including producers of military drones, and without any alternative, those domestic producers were forced to begin rationing batteries and tempering sales to Ukraine.3029 The defense industrial base requires reliable and secure advanced energy ~~storage~~ storage technologies for many of its most sensitive technologies, including drones. This means domestic BGLC production is vital for not only commercial competitiveness but national security.

On President Trump’s first day of his second term in office, on January 20, 2025, his administration published an executive order proclaiming a national state of energy emergency. Within the executive order, the White House defined critical minerals as “energy”, then explicitly referenced the importance of refining stating that “insufficient energy production, transportation, refining, and generation constitutes an unusual and extraordinary threat to our Nation’s economy, national security, and foreign policy.”3130

Lithium Technologies

Direct Lithium Extraction

DLE is a concentrating technology that will occur near the lithium source and ~~precedes~~may precede the lithium refining process ~~being developed for our refinery in Oklahoma~~. ~~We anticipate partnering with third-party~~ DLE ~~providers for this capability. DLE~~ technologies aim to efficiently concentrate lithium brines found in naturally occurring salt flats, geothermal reservoirs, ~~and~~ oilfield brines and produced water. Use of DLE technology ~~replaces~~ can replace the need for traditional evaporation ponds. There are various forms of DLE technology, including adsorption-based, ion-exchange, membrane-separation, or solvent-extraction. Use of DLE, when compared to traditional evaporation ponds for brine, ~~offers~~may offer several advantages such as reducing the environmental footprint, shortening production timelines, increasing lithium recovery rates, minimizing freshwater usage, and enhancing product purity. Currently, only adsorption-based

~~27 U.S.~~22 ~~Department~~Fastmarkets ofBFS: ~~Energy.~~In-depth ~~“FCAB~~Lithium ~~National Blueprint~~Market ~~Lithium~~Review ~~Batteries.”~~dated ~~Available~~December ~~at: https://www.energy.gov/sites/default/files/2021-06/FCAB%20National%20Blueprint%20Lithium%20Batteries%2006210.pdf.~~2025

2823 Id24 Fastmarkets “Lithium ~~Id.~~10-year forecast report”, dated November 2025

2925 Bloomberg NEF “Electric Vehicle IdOutlook 2025” dated 2025. Available at: https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview

~~30 https://www.csis.org/analysis/why~~26 Fastmarkets “Lithium 10-~~chinas-uav-supply-chain-restrictions-weaken-ukraines-negotiating-power~~year forecast report”, dated November 2025

3127 Bloomberg NEF “Electric Vehicle Outlook 2025” dated 2025. Available at: https://~~www~~about.~~whitehouse~~bnef.~~gov~~com/~~presidential~~insights/clean-~~actions~~transport/~~2025/01/declaring~~electric-avehicle-~~national-energy-emergency~~outlook/#overview

5428 Bloomberg NEF “Electric Vehicle Outlook 2025” dated 2025. Available at: https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview

~~DLE has~~29 ~~been implemented at commercial scale (in Argentina and China)~~https://www. ~~Scaling up DLE technologies may significantly improve lithium production efficiency, lower operating costs, and improve sustainability~~csis. ~~Stardust Power has entered into letters of intent with DLE suppliers to evaluate their technologies and will continue to evaluate prospective partners in the space.~~org/analysis/why-chinas-uav-supply-chain-restrictions-weaken-ukraines-negotiating-power

³⁰ https://www.whitehouse.gov/presidential-actions/2025/01/declaring-a-national-energy-emergency/

DLE has been implemented at commercial scale (in Argentina and China). Scaling up DLE technologies may significantly improve upstream lithium production efficiency, lower operating costs, and improve sustainability. Stardust Power will evaluate DLE technologies and will continue to evaluate prospective partners in the space.

Incentives Through the IRA and BIL

The IRA ~~signed~~enacted ~~into law by then President Biden~~ in August 2022 has several provisions intended to stimulate domestic demand for EVs and motivate producers to shift their battery supply chain to North America. The ~~bill~~legislation ~~extends~~introduced ~~availability~~45X oftax ~~the~~credits ~~$7,500~~equaling ~~credit~~10% onof the ~~purchase~~cost ofto produce ~~new~~critical ~~EVs~~minerals ~~and~~such ~~eliminates~~as ~~the~~lithium ~~cap~~and onare ~~the~~phased ~~number~~out ofbeginning ~~cars~~in ~~that can qualify~~2030. The ~~IRA~~legislation also ~~provides~~adds ~~that,~~requirements ~~starting~~related ~~January 1, 2024,~~ to ~~be eligible, a~~ vehicle ~~must not only be built in North America~~ assembly, ~~but its~~ battery ~~must~~component bemanufacturing ~~comprised~~and ofcritical atmineral ~~least~~sourcing ~~40%~~designed ofto ~~materials~~promote ~~sourced~~domestic inand ~~North America~~allied orsupply achains ~~United~~and ~~States~~reduce ~~trading~~reliance ~~partner.~~on ~~Each~~foreign ~~year~~sources ~~that percentage rises by 10% until by 2027 whereby it reaches 80%~~ of ~~the~~ battery materials. Given China’s preeminent position in the battery supply chain currently, the IRA ~~may~~is beintended ato ~~strong~~influence ~~motivation~~investment ~~for~~and ~~battery~~siting ~~manufacturers to~~decisions ~~locate~~across inthe ~~North~~battery ~~America~~supply chain, including ~~increasing~~lithium ~~demand~~processing ~~for~~and ~~BGLC from North American sources~~refining.

Additionally, the DOE has committed $3 billion to bolster the domestic EV supply chain in alignment with the BIL. In August of 2025, DOE announced additional funding opportunities totaling nearly $1 billion to advance and scale mining, processing, and manufacturing technologies across critical mineral supply chains. These were issued in accordance with President Trump’s Executive Order Unleashing American Energy. The funding opportunities include a Critical Minerals and Materials Accelerator and an additional Battery Materials Processing and Battery Manufacturing and Recycling Grant Program. Despite increased mining efforts, it is projected that the United States will still rely on imports for lithium production in the next five to ten years. The BIL intends to incentivize sourcing of critical minerals from countries with U.S. free trade agreements. Within the BIL, the federal government aims to allocate approximately $370 billion over the next decade to facilitate the clean-energy transition.

Giga Factories in the United States

The global gigafactory market is expected to grow at a CAGR of ~~18.03~~approximately 24% ~~from 2023~~ to 26% through 2028, driven by the increasing adoption of EVs renewable energy storage systems, and the global shift towards sustainable energy solutions .32 31 Competition for gigafactory investments is intensifying, with global capacity projected to expand tenfold by 2030. This is mostly due to Giga factories’ ability to produce batteries at GWh levels; a 1 GWh factory can produce enough batteries for 17,000 automobiles.

Given that global capacity is expected to expand by ten times from its 2020 level by 2030, competition for gigafactory investment is expected to intensify at a significant rate.3332

In31 ~~the United States, the DOE forecasts the operation of 13 new battery cell gigafactories by 2025 in the United States, marking a significant shift in battery manufacturing~~https://www.~~34 This development positions the United States as a prominent hub for EV production~~marketsandmarkets. ~~The IR Act has further spurred investments in North American EV supply chains. The IEA’s recent report reveals that between August 2022 and March 2023, major EV and~~ com/Market-Reports/battery ~~manufacturers announced a cumulative investment of $52 billion in North American EV supply chains~~-gigafactory-market-230821048.35html

32 ~~Global~~EV ~~Market~~Markets ~~Estimates~~Reports. “~~Gigafactory~~US ~~Market Report~~Gigafactories: Powering the Electric Vehicle Revolution.” Available at: https://~~www~~evmarketsreports.~~globalmarketestimates.~~com/~~market~~us-~~report/gigafactory~~gigafactories-~~market~~powering-~~3915~~the-electric-vehicle-revolution/.

~~33 EV Markets Reports. “US Gigafactories: Powering the Electric Vehicle Revolution.” Available at: https://evmarketsreports.com/us-gigafactories-powering-the-electric-vehicle-revolution/.~~42

34 Global Market Estimates. “Gigafactory Market”, dated March 11, 2024. Available at: https://www.globalmarketestimates.com/market-report/gigafactory-market-3915.

35 EV Markets Reports. “US Gigafactories: Powering the Electric Vehicle Revolution.” Available at: https://evmarketsreports.com/us-gigafactories-powering-the-electric-vehicle-revolution/

Our Strategy

Stardust Power looks to become a leading producer of BGLC in the United States. Our approach is to establish a large central refinery, optimized for multiple inputs of ~~brine~~ lithium chloride feedstock. Sustainability is a core focus at every level of operations, from how feedstock is sourced to the use of ~~renewable~~electrical energy at the refinery. WeOur ~~are~~design ~~limiting~~minimize air emissions ~~through the electrification of production lines~~ and ~~preserving~~ water ~~through the implementation of zero liquid discharge (“ZLD”) technologies, recycling water, among others~~usage.

Developments in the domestic market impact the Company in the following ways:

1. Market Demand: With the growth in demand for EVs and energy infrastructure, we look to position the Company to serve the broad set of battery and advanced technology manufacturers supporting this expanding ecosystem. 2. Supply Chain Stability: Bolstered by support from the federal government, domestic supply chains will continue to trend towards domestic resiliency. 3. Regulatory Environment: Efforts to streamline permitting, reduce regulatory hurdles, and provide financial support for infrastructure development, all provide continued evidence of prioritizing domestic lithium production. The key components of Stardust Power’s business strategy are as follows: 1. Reduce Technology Risk: The Company seeks to mitigate technology risk within its refinery process. The Company’s plan to develop the Facility involves executing a fully chemical conversion process using commercially proven technologies. This approach aims to minimize risks associated with technology adoption. 2. Engage Specialized Partners: The Company has engaged two specialized engineering firms with extensive track records in lithium. Hatch Ltd. has been enlisted to provide a preliminary readiness assessment (“Readiness Assessment”) and an FEL-1 scoping study. Primero Group has been enlisted to provide FEL-3 engineering services. 3. Feedstock Flexibility: The Company anticipates sourcing feedstock for its refinery from multiple suppliers. Moreover, the company seeks to vertically integrate its supply chain through investments, joint ventures, and strategic partnerships. By implementing a “hub and spoke” model, we aim to efficiently aggregate lithium feedstock supplies, enhancing scalability and resiliency.43

561. Market Demand: With the growth in demand for EVs and energy infrastructure, we look to position the Company to serve the broad set of battery and advanced technology manufacturers supporting this expanding ecosystem. 2. Supply Chain Stability: Bolstered by support from the federal government, domestic supply chains will continue to trend towards domestic resiliency. 3. Regulatory Environment: Efforts to streamline permitting, reduce regulatory hurdles, and provide financial support for infrastructure development, all provide continued evidence of prioritizing domestic lithium production. The key components of Stardust Power’s business strategy are as follows: 1. Reduce Technology Risk: The Company seeks to mitigate technology risk within its refinery process. The Company’s design utilizes commercially proven technologies. This approach aims to minimize risks associated with technology adoption. 2. Engage Specialized Partners: The Company has engaged two specialized engineering firms with extensive track records in lithium. Hatch Ltd. provided a preliminary readiness assessment (“Readiness Assessment”) and an FEL-1 scoping study. Primero Group provided FEL-3 engineering services and budgetary estimates. 3. Feedstock Flexibility: The Company anticipates sourcing feedstock for its refinery from multiple suppliers. Moreover, the Company seeks to vertically integrate its supply chain through investments, joint ventures, and strategic partnerships. By implementing a “hub and spoke” model, we aim to efficiently aggregate lithium feedstock supplies, enhancing scalability and resiliency.

The Site

Purchase and Sale Agreement

On January 10, 2024, Stardust Power and the City of Muskogee entered into the PSA to purchase the site in Southside Industrial Park, Muskogee, Oklahoma in Port Muskogee for a total of $1,662,030.

On December 16, 2024, the Company completed the purchase and acquired title to the land. Stardust Power and the City of Muskogee ~~entered~~further entered into a Development Agreement which calls for the Company to (i) commence the construction of the Facilities within 12 months from January 10, 2024, and (ii) diligently proceed to completion without unreasonable delays, but subject to construction delays and ~~interruptions~~ interruptions due to occurrences of Force Majeure, as defined in the PSA. Commencement of construction is to include the development of plans and specification for the Facilities and the start of ~~dirt~~earth ~~work~~works for the Facility.

The PSA further calls for the City of Muskogee to aid Stardust Power in its development of its lithium refinery by using commercially reasonable efforts to facilitate discussions between the Company and the Muskogee City-County Port Authority (the “Authority”) regarding the Company’s procurement of such agreements with the Authority as may be appropriate regarding the use of the Port Muskogee, which may include, without limitation barge, rail storage and truck capabilities to access and transport goods and supplies to and from the Facility at Port Muskogee.44

The PSA further calls for the City of Muskogee to aid Stardust Power in its development of its lithium refinery by using commercially reasonable efforts to facilitate discussions between the Company and the Muskogee City-County Port Authority (the “Authority”) regarding the Company’s procurement of such agreements with the Authority as may be appropriate regarding the use of the Port Muskogee, which may include, without limitation barge, rail storage and truck capabilities to access and transport goods and supplies to and from the site and Port Muskogee.

Also, Port Muskogee will assist the Company with the exploration of incentives, grants and other funding opportunities to improve access to the property, with a focus on the following specific improvements and the goal that they may be completed prior to the estimated completion of the Facility: (i) upgrading and improving West 53rd Street to provide a second entrance to the site, and (ii) extending rail service to the site.

The Company believes that the secured site at Southside Industrial Park within the Port Muskogee, and Oklahoma in general, is an ideal location for its Facility. The geographic location of Oklahoma is advantageous from a supply and offtake perspective. Oklahoma is a legacy energy producer and has favorable industrial regulations. Port Muskogee has been designated by the United States’ Customs and Border Protection as a Foreign Trade Zone, which reduces costs and increases potential operating income, providing port industries a competitive advantage in meeting global supply chain demands. Port Muskogee is dedicated to investing in its community and announced a $58 million investment in infrastructure improvements in January 2023.3633 Stardust Power anticipates these improvements could increase its ~~operational~~ operational efficiency, improve resiliency to weather events, and support continuous growth with increased multi-modal throughout the terminal area.

36The ~~Oklahoma~~Company ~~Department~~believes, ofPort ~~Commerce~~Muskogee has robust workforce and education systems in place. ~~“Port~~Within 60 miles of the City, there are 24 post-secondary institutions (including four post-secondary institutions within Muskogee ~~Investing~~County) inmore ~~Infrastructure~~than 2,140 ~~Launches~~post- ~~New~~secondary programs offered, and over 14,377 post-secondary courses ~~Brand~~annually.” ~~Available~~The ~~at:~~Muskogee ~~https://www~~Center for Workforce Excellence focuses on manufacturing by deploying resources, leveraging existing programs, and aligning with local and regional employment demand.~~okcommerce.gov/port-muskogee-investing-~~ The state has a highly skilled workforce in~~-infrastructure-launches-new-brand/~~ the oil and gas engineering sector that can be trained for lithium refinery operations.

57The site has access to the largest inland waterway system in America, a strong interstate highway network, and significant rail lines. The City of Muskogee has begun the process of creating a tax increment financing district (“TIF”) to complete infrastructure improvements including a rail line to the west of the property and West 53rd Street to the north up to industrial access grade creating an Industrial Truck Corridor from State Highway 64 to State Highway 69. The proposed multimillion dollar TIF was designed for the benefit of the Company.

Port Muskogee has robust workforce and education systems in place. It has 24 post-secondary institutions within 60 miles (including four post-secondary institutions within Muskogee County) more than 2,140 post- secondary programs offered within 60 miles, and over 14,377 post-secondary completions annually within 60 miles. The Muskogee Center for Workforce Excellence focuses on manufacturing by deploying resources, leveraging existing programs, and aligning with local and regional employment demand. The state has a highly skilled workforce in the oil and gas engineering sector that can be trained for lithium refinery operations.

The site has access to the largest inland waterway system in America, a strong interstate highway network, and rail lines. The City of Muskogee has begun the process of creating a tax increment financing district (“TIF”) to complete infrastructure improvements including a rail line to the west of the property and West 53rd Street to the north up to industrial access grade creating an Industrial Truck Corridor from State Highway 64 to State Highway 69. The proposed multimillion dollar TIF was designed for the benefit of the Company. Stardust Power intends to occupy 66 of the 260 acres at Port Muskogee, excluding creeks.

Site Due Diligence

Extensive site due diligence, including: a critical issues analysis (“CIA”), a Phase I Environmental Site Assessment (“ESA”), a Geotechnical Study, Cultural Survey, Logistics Study, and a readiness assessment, has been conducted.

Critical Issues Analysis

On behalf of Stardust Power, certain legal counsel and ENERCON Services Inc. conducted a CIA of land cover, water resources, biological resources, protected lands, and a review of regulatory and permitting considerations for a proposed lithium refinery in the Project Area. The Cultural Resource Project Area consists of a 0.6-km buffer surrounding the Project Area, (originally the proposed 81 acres, from which the 66 acres was carved out). This CIA provides a broad, yet comprehensive overview of the key environmental resources identified during preliminary project planning and includes a review of publicly available background information, regulatory constraints, and risks. The CIA further provides ~~recommendations,~~guidance ~~such as additional work that might be necessary or prudent~~ for ~~further~~the ~~evaluation and/or~~ mitigation of potential risks to each resource before project implementation.

³³ Oklahoma Department of Commerce. “Port Muskogee Investing in Infrastructure, Launches New Brand.” Available at: https://www.okcommerce.gov/port-muskogee-investing-in-infrastructure-launches-new-brand/.

Phase 1 Environmental Site Assessment

ENERCON was retained to perform a Phase I ESA of the Project Area during September and October of 2023. This assessment has revealed no evidence of Recognized Environmental Conditions (“RECs”), Controlled RECs, Historical RECs, or Vapor Encroachment Conditions in connection with the Project Area.

On the SW Muskogee, OK Quadrangle Map (USGS 2018), creeks and ponds are mapped on the subject property. During site reconnaissance, ENERCON observed dry creeks located near the northwestern and southeastern corners of the subject property. ENERCON reviewed the online National Wetland Inventory mapper for additional information regarding the on-site surface waters. No significant data gaps were encountered.

AsThe ~~per ENERCON’s suggestion, the delineation of the wetlands was executed by the~~ Company byexcluded ~~excluding~~ the wetland risk areas from the ~~Purchase~~ Purchase and Sale Agreement, which resulted in the purchase of 66 acres of land by the Company. See “The Site - Purchase and Sale Agreement.”

Cultural and Historical Assessment

On October 25, 2024, the Oklahoma Archeological Survey issued a finding that no archaeological sites were identified in the project area and No Historic Properties Affected. The overall opinion was then deferred to the State Historic Preservation Office (SHPO). On October 24, 2024, the SHPO directed any request be submitted through the responsible federal agency as appropriate. As of January 26, 2026, there is no nexus at the project site with federal jurisdiction and the project remains at the state level.

Geotechnical Study

On February 19, 2024, ENERCON delivered a report in support of the construction of the proposed lithium processing plant. The report concluded that physiographic, topographic, hydrologic, soil, and subsurface structural conditions are suitable for the construction of a lithium processing plant within the Project Area in Muskogee County, Oklahoma.

Readiness Assessment

The site was evaluated as part of the Readiness Assessment performed by Hatch, which was completed on October 11, 2023. Hatch also conducted a scoping study, completed on April 17, 2024, where Hatch reviewed the Site from a business and technical perspective, including using multi-nodular logistics. Following a preliminary review, the presently held view is:

● Muskogee site has approximately 66 acres available, after the carveout of creeks~~, which may be of adequate size based on current conditions~~. ● Stardust Power ~~appears~~has ~~to have~~ identified ~~certain~~ key permitting requirements. ● Lack of process water discharge ~~may~~simplifies ~~simplify~~ permitting.

This early-stage view is based on incomplete information now available, as well as numerous assumptions and considerations, and is subject to change.

Oklahoma Gas and Electric Substation Feasibility

On January 31, 2024, Stardust Power and Oklahoma Gas & Electric entered into an Electric Service Will Serve Agreement (the “OG&E Agreement”) in which OG&E has agreed to sell Stardust Power electricity at the site contingent upon OG&E performing engineering and design services, including procurement of materials and/or equipment, to determine the costs of providing electricity at the site. These costs shall be paid by Stardust Power through a Minimum Bill Agreement, which shall be entered into at a future date. Currently, construction power ~~exists~~is onavailable ~~the site suitable~~ to take the project to the next phase. In May 2025, Stardust Power and OG&E executed an addendum to the OG&E agreement increasing the available power up to 40 megawatts, with expansion possible for phase 2. The OG&E Agreement will be reviewed and renegotiated if necessary~~, pending the conclusions from the FEL-3 Report~~.

The term of the OG&E Agreement is effective until the execution of the definitive Minimum Bill Agreement.

Value Chain

Stardust Power is establishing its business to deliver value with a strong focus on the midstream refinement process and an intention to minimize risk in its business model by partnering with experts across the value chain. The Company seeks to be a diversified player, with upstream and downstream integration in the future, in partnership with their industry partners.

Supply Feedstock

The central refinery is being designed to be optimized for multiple lithium ~~brine~~chloride inputs. By utilizing a “hub and spoke” ~~refinery~~ refinery model, the Company believes it can scale production more efficiently through sourcing lithium ~~brine~~chloride feedstock from different sources. This limits risk of dependence on a single type of feedstock. It also differentiates Stardust Power from other lithium refineries which are in the process of being constructed in the United States. The Company’s strategy is to source supply from multiple sources which may include feedstock from (i) oilfield brines (ii) salt flats, (iiiii) geothermal brines, and (~~iii~~iv) produced water. ~~Additionally, Stardust Power is also able to intake technical or crude grade lithium for its conversion process.~~

In the ordinary course of business, Stardust Power has ~~entered~~is ~~into~~negotiating non-binding letters of intent ~~and memorandums of understanding~~ in order to secure feedstock. ~~The following is a description of certain non-binding letters of commitments to which we are a party.~~

59Prairie Letter of Intent

~~IRIS~~On ~~Metals~~October ~~Exclusivity~~20, ~~Agreement~~2025, the Company entered into a non-binding letter agreement with Prairie Lithium Limited (“Prairie”), an Australia-based company, for the supply of 6,000 metric tons per annum of lithium carbonate equivalent in the form of lithium chloride. The lithium chloride is sourced from the Prairie Lithium Project in Saskatchewan, Canada and will be used as feedstock at Stardust Power’s lithium processing facility in Muskogee, Oklahoma. The initial contract term would span 6 years starting from the date on which first commercial shipment is received by the Company, with the option for the Company to renew for two additional six year terms.

OnMandrake ~~November~~Letter 9, 2024, the Company entered into a 90-Day exclusivity agreement with IRIS Metals, an ASX-listed metals company, which follows the Company’s investment into IRIS Metals for approximately $1.65 million or 10 million shares of IRIS Metals. The agreement allows the Company to explore a strategic partnership with, or investment in, IRIS Metals, including, without limitation, a commercial offtake arrangement for battery-grade lithium production, financing or other investment in IRIS Metals or its affiliates, beginning December 9, 2024. Following the completion of the initial investment, Stardust Power owns approximately 6% of IRIS Metals. On March 7, 2025, the company extended the exclusivity period for additional 30 days.Intent

~~Additionally,~~On ~~Stardust~~October ~~Power~~31, ~~has~~2025, the ~~option~~Company toentered ~~acquire~~into a ~~second~~non-binding ~~tranche~~letter ofagreement 10with ~~million~~Mandrake ~~shares~~Resources inLimited ~~IRIS~~(“Mandrake”), ~~Metals~~an Australia-based oncompany, for the ~~same~~supply ~~terms~~of as7,500 ~~the~~metric ~~initial~~tons ~~investment, plus~~per ~~warrants~~annum toof ~~acquire~~lithium ~~ordinary~~carbonate ~~shares~~equivalent in the form of ~~IRIS~~lithium ~~Metals~~chloride. The atinitial ancontract ~~exercise~~term ~~price~~would ofspan ~~$0.40~~12 ~~per~~years ~~share.~~starting ~~This~~from ~~second~~the ~~tranche~~date ~~investment~~on which first commercial shipment is ~~subject~~received by the Company, with tothe ~~approval~~option byfor ~~IRIS~~the ~~Metals~~Company ~~shareholders~~to ~~and~~renew ~~other~~for ~~conditions~~an ~~precedent~~additional six-year term.

At this stage, we do not know how much financing this project will require, or whether such financing will be available on acceptable terms, or at all. Furthermore, we cannot predict with certainty when these projects will begin production, if ever.

Usha Resources Letter of Intent

On March 15, 2024, Stardust Power and Usha Resources entered into a non-binding Letter of Intent (the “Jackpot LOI”), except for certain binding terms such as those relating to the exclusivity period until June 30, 2025, as extended, to acquire an interest in Usha Resources’ lithium brine project, situated in the United States. Usha Resources is an established lithium developer with multiple projects in development. The Jackpot Lake Lithium Brine Project is a flagship asset of Usha Resources and is a lithium brine asset located in the United States, comprising of 8,714 acres of property. The project is currently engaged in its maiden drill program. The Jackpot LOI provides Stardust Power with the exclusive option to agree to acquire up to 90% of the interests held by Usha Resources in the Jackpot Lake project, based on an indicative earn-in schedule. As part of a definitive agreement, Stardust Power would be required to invest into the development of the Jackpot Lake project.

IGX Letter of Intent

On March 13, 2024, Stardust Power and IGX, entered into an exclusive letter of intent (the “IGX LOI”) to potentially acquire interests in certain mining claims (the “IGX Claims”). The contemplated transaction is subject to the entering into of a definitive agreement, due diligence by Stardust Power, and other factors. In connection with the entering into the non-binding IGX LOI, Stardust Power has paid a non-refundable payment of $30,000 in connection with obtaining a binding exclusivity right. Further, Stardust Power has agreed to binding provisions relating to (i) a right of first refusal in favor of Stardust Power and (ii) the delivery of a form promissory note in favor of IGX (the “IGX Note”). If executed, the promissory note, in the amount of approximately $235,000, is to be used for the payment of the maintenance fees of the IGX Claims and is for a term of twenty-four (24) months with an annual interest rate of six percent (6%) and repayment due upon maturity.

The IGX LOI provides that the promissory note will be entered into regardless of whether the parties have reached a definitive agreement by July 1, 2024. On August 19, 2024, the Company entered into a promissory note arrangement with IGX for $176,000 to allow the Company to potentially be able to enter into related agreements and partnerships with IGX on the Project. The IGX Note carries an interest rate of 6% with a maturity date of December 16, 2024. On December 19, 2024, the Company extended the exclusivity and maturity of the promissory note to February 28, 2025. The IGX Note is secured by a letter of intent for possible acquisition, including through a potential joint venture, of IGX’s mining claims. The payment is made solely for the payment of all 2024 BLM fees and county land maintenance fees, notice of intent and associated filing fees for the claims owned by IGX. The Company is in active discussion in negotiating the terms for repayment and is evaluating multiple options including a possible strategic investment.

If Stardust Power acquires an interest in any of the IGX Claims, the balance of the promissory note shall be credited as part of Stardust Power’s investment and IGX shall have not been required to repay the note. IGX has conducted initial assessments which need to be analyzed to determine the next steps for the venture. This is an early-stage development company, and the Company is conducting ongoing diligence with respect to the progress, timeline, and development of the IGX toward becoming a feedstock supplier. At this stage, we do not know how much financing this project will require, or whether such financing will be available on acceptable terms, or at all. Furthermore, we cannot predict with certainty when these projects will begin production, if ever.

QXR Letter of Intent

On October 10, 2023, Stardust Power entered into a non-binding (except for the confidentiality provision) letter of intent with QX Resources Limited (“QXR”) to negotiate an agreement to work together collaboratively and in good faith to assess the lithium brines contained in the Liberty Lithium project (the “Liberty Project”). At this stage, we do not know how much financing this project will require, or whether such financing will be available on acceptable terms, or at all. Furthermore, we cannot predict with certainty when these projects will begin production, if ever.

In connection with entering ~~into of~~ the non-binding letter of intent, the parties have memorialized their intent to evaluate options to ~~potentially~~ potentially supply Stardust Power with lithium brine products from the Liberty Project at their own costs and evaluate options to determine if if there is an economically feasible process to produce lithium products from the Liberty Project to potentially supply Stardust Power with a limited volume of such products. In connection with the entering into of this letter of intent, Stardust Power made an initial equity investment of $200,000 in QXR. This letter of intent has since lapsed as per its terms.

On August 16, 2024, the Company entered into a promissory note arrangement with IG Lithium LLC (“IGL”) for $316,000 (the “IGL Note”) to allow the Company to enter into related agreements and future partnerships with IGL on the Project. The IGL Note carries an interest rate of 6% with a maturity date of July 1, 2025. The IGL Note is secured by first priority in all rights, title, interest, claims and demands of IGL related to the Project and other assets of the Company.47

Technology and Engineering

Hatch Contract

Stardust Power worked with leading engineering firms to advance its project from general concept to FEL-1 status.

Hatch, an engineering, procurement and construction management firm in the lithium industry was engaged to provide a readiness assessment and a scoping study, (FEL-1), to attempt to minimize technology risks.

Hatch was engaged by the Company to conduct a preliminary readiness assessment covering:

●	project risk assessment;
●	artistic site renderings;
●	site review
●	financial model assumption review; and
●	equipment procurement timelines.

In this assessment, Hatch performed a DLE output simulation of ~~the~~ water samples using adsorption technology, to simulate feedstock composition, identified expected ranges of impurities, lithium recovery, and options to process the feedstock, assessed transportation options and expected ranges of costs at high level, and provided high level financial model inputs for CAPEX and OPEX based on benchmarks only. Hatch completed the front-end loading, (FEL-1), also known as a scoping study as of April 17, 2024.

To date, Hatch has not transferred any intellectual property to Stardust Power. There is no royalty that is owned and due to be paid to Hatch.

Engineering Agreement and FEL-3 Project Development with Primero

On August 4, 2024, the Company entered into an engineering agreement with Primero (the “Primero Agreement”) pursuant to which Primero agreed to provide certain engineering, design and consultancy professional services, including toengagement ~~assist in procurement~~with of major equipment, ~~engage~~suppliers ~~relevant~~and ~~third~~constructors, ~~parties for construction~~ and to provide a FEL-3 report of the Company’s Facility at Southside Industrial Park, Muskogee, Oklahoma in Port Muskogee. The total amount due pursuant to the Primero Agreement, ~~assuming full~~ ~~performance,~~ is approximately $4.79 million, in the aggregate, subject to customary potential adjustments ~~and is due for completion in the first half of 2025~~.

FID (Final Investment Decision) Reporting:

Primero has isprepared ~~preparing~~ a comprehensive FEL-3 report that encapsulates the results of 8one ~~months~~(1) year of technical, financial, and risk analysis. This report is pivotal for the Company to make informed decisions regarding project viability, as well as assist the Company in obtaining project finance for the Facility.

Independent Engineering review with B&V

On April 10, 2025, the Company entered into an independent engineering review agreement with Black & Veatch Management Consulting LLC, (the “B&V”) pursuant to which B&V agreed to conduct a rigorous Independent Engineering Red Flag Report (the “IE Report”) assessing the Company’s plans to construct a 50,000 metric-ton-per-annum (“mtpa”) battery-grade lithium carbonate facility starting with a Phase 1 of 25,000 mtpa. B&V prepared a comprehensive IE report that validated that the Company’s project design is based on proven lithium processing systems, with modifications that allow it to handle a wider range of feedstocks and still recover lithium efficiently. The review found the technology risk to be low, reflecting the similarity of the design to established operations worldwide.

Exclusive Concentration Technology License

On February 7, 2025, (the “License Agreement Effective Date”), the Company executed an exclusive license agreement with KMX (the “License Agreement”).

Under the terms of the License Agreement, KMX agreed to irrevocably license to the Company the use of KMX’s vacuum membrane distillation technology (“VMD Technology”) and associated processes and systems (including units incorporating the VMD Technology (“KMX VMD Units”)) for the purpose of the Company’s use of the technology in its planned refining and upstream operations. Among other obligations set forth in the License Agreement, third parties shall be required to exclusively purchase all KMX VMD Units for the specific use of lithium concentration within the jurisdictions of the exclusive license, from Stardust Power during the term of the License Agreement on the terms and conditions set forth therein. The License Agreement grants Stardust Power the exclusive right to sub license, use, market, sell and operate KMX’s VMD Technology across the United States, Canada and select international markets.

The Company agreed to pay KMX a royalty comprised of 500,000 shares of Common Stock (the “Royalty Shares”). The securities are being offered and sold by the Company pursuant to an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Regulation D promulgated thereunder, as a transaction not involving a public offering.48

The Company agreed to pay KMX a royalty comprised of 500,000 shares of Common Stock (the “Royalty Shares”). The securities were issued by the Company pursuant to an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Regulation D promulgated thereunder, as a transaction not involving a public offering.

The License Agreement shall have a term beginning the License Agreement Effective Date until either of the following dates as determined by the stock price of the Common Stock on the Nasdaq Global Market 240 days following the License Agreement Effective Date: (i) in the event the Actual Royalty Amount is less than $2,000,000, the second anniversary of the License Agreement Effective Date; (ii) in the event the Actual Royalty Amount is equal to or greater than $2,000,000 but less than $8,000,000, the fifth anniversary of the License Agreement Effective Date; or (iii) in the event the Actual Royalty Amount is equal to $8,000,000 or more, the seventh anniversary of the License Agreement Effective Date. The Company can renew the term of the License Agreement at its sole option upon the expiration of the initial term for an additional five years if the Company acquires three or more KMX VMD Units during the initial term. The “Actual Royalty Amount”, as defined in the License Agreement, is determined by the sum of the value of the Royalty Shares remaining unsold by KMX on the date that is 240 days following the License Agreement Effective Date, plus the gross proceeds from any sales of the Royalty Shares prior to such date.

The Company agreed to provide certain registration rights to KMX with respect to the Royalty Shares, including piggyback rights, subject to the execution of a definitive agreement by the parties. KMX agreed not to sell any Royalty Shares until the earlier to occur of (i) effectiveness of a registration statement covering the Royalty Shares or (ii) the expiration of the relevant holding period pursuant to Rule 144 of the Securities Act, and in any event, only in amounts of an aggregate of 62,500 Royalty Shares total during each 30-day period, with the first such period beginning on the earlier to occur of (i) or (ii) above.

Refinery

Stardust Power is developing a large central refinery in a phased approach. The first phase is the construction of an up to 25,000 metric tpa production line. The second phase is to add a second production line of up to 25,000 metric tpa to create a total capacity of up to 50,000 metric tpa.

AAn ~~technological~~ innovation of Stardust Power’s planned refinery iswill be the ability for the Facility to refine different ~~types~~ sources of lithium ~~brine~~ chloride inputs. The Facility is being designed to accept lithium ~~brines~~chloride, of a ~~certain approved~~ chemical composition within an approved range. It is Stardust Power’s intention that the Facility will be able to dilute, re-pulp and blend feedstock as necessary, to produce a consistent feedstock. Stardust Power’s strategy is to differentiate itself by ~~screening~~treating for a broader set of contaminants~~, in comparison to other lithium refineries~~. ~~Accordingly~~ Consequently, by conducting a ~~broader screening and, in turn, a~~ more involved purification process, the Company plans to be able to blend different sources ~~types~~ of feedstock. Furthermore, an advantage of ~~using~~third part use of DLE technology is the ability to remove certain contaminants ~~upstream~~ upstream prior to ~~them~~the feedstock reaching the Facility, if needed, allowing for more optionality for feedstock characteristics. ~~The conversion process is a fully chemical~~ ~~conversion process.~~ The Facility’s planned chemical process is a mature, proven and well understood process which has been deployed substantially in South America. The Company’s flowsheet, detailed below, is expected to result in the production of solid BGLC (approximately 99.75%-99.9%) from ~~liquid~~aqueous lithium chloride ~~feed~~feedstock.

The rendering concept of the Facility’s site plan below includes the main plant, feedstock warehouse, feedstock tanks, intermediate feedstock containers, reagents warehouse, unloading station, acid tank, consumables warehouse, product warehouse, ~~electrical generator~~generators, utilities, water tank, dilution tank, calcium and magnesium residue disposal, ZLD water system, carbon dioxide storage tank, solvent extraction, administrative building and parking area.

Phased Approach

The Company intends to take a phased approach to setting up its Facility and expansion. Thereafter, it intends to emerge as a leading supplier of BGLC in the United States. The total cost of the refinery, which includes all direct and indirect costs and contingencies needed to engineer and build the refinery Phase I, has been estimated at approximately $~~1,165~~500 million ~~which~~and includes a conservative contingency amount typical of FEL 1 3 studies. The final capex numbers will be updated asduring ~~per~~detailed ~~the FEL-3 study conclusion~~engineering.

In Phase 1, the Company seeks to build its first production line of up to 25,000 metric tpa capacity. Phase 1 also includes building essential infrastructure for the site such as storage facilities, road networks, and certain additional infrastructure that will be shared by the Facility’s first and second production lines (“Train 1” and “Train 2”, respectively).

63In Phase 1, Train 1 and common infrastructure, will consist of detailed engineering and procuring critical and non-critical equipment.

In Phase 1, Train 1 and common infrastructure, will consist of detailed engineering, procuring critical and non-critical equipment, and building the front-end and back-end of Train 1 simultaneously. Building the front and back-end simultaneously will provide an operating self-sufficient production line with the capability to process either technical grade or lithium chloride brine for conversion to BGLC. The approach of constructing front and back-end simultaneously has the advantage of cost and schedule maximization. This strategy is designed to enable Stardust Power to efficiently enter the market as a BGLC manufacturer.

Phase 1 (Train 1 and common infrastructure)

~~Stardust~~In Phase I, Stardust Power will partner with ~~a leading~~ engineering, procurement and ~~management~~construction ~~firm~~firms, for the development of up to 25,000 metric tons of BGLC in annual production capacity. The majority of the activities will focus immediately on-site development earthworks, infrastructure, buildings, and utilities, better enabling Stardust Power to effectively mobilize contractors to a well-prepared site. ~~Post~~The ~~FID, the~~ Company expects that Train 1 and Common Infrastructure will be engineered and constructed in line with standard construction timeline~~, typically expected to span over a 24-30-month period~~. The total cost for Phase 1 has been estimated preliminarily at an Association for the Advancement of Cost Engineering (“AACE”) Class 5 Level. The timeline and cost are based on numerous variables and assumptions ~~and are early phase estimates only and are likely to change~~.

Phase 2 (Train 2)

In Phase 2, Stardust Power plans to expand and set up an additional production line with a capacity of 25,000 metric tons of battery-grade lithium to its Facility for a total production capacity of up to 50,000 metric tpa. The completion of construction and mechanical installation of Phase 2 may be completed in a similar timeframe as Phase 1, after completion and commissioning of Train 1. The total refinery cost of Train 2 has been estimated preliminarily at an AACE Class 5 level. By building an additional production line, mirroring the Train 1 design, the Company plans to maximize the continuity of design and construction from Train 1, into the design and construction of Train 2. The timeline and cost of Phase 2 are based on numerous variables and assumptions and are early phase estimates only and are likely to change.

Sustainable Operations

Lithium ~~Brine~~Chloride Feedstock

Unlike typical hard rock ore mining, Stardust Power may source lithium ~~brine~~chloride feedstock for its Facility from (i) oilfield brines (ii) lithium salt flats, (iiiii) geothermal brines, and (~~iii~~iv) produced water. Lithium ~~brine~~ chloride production can reduce environmental impact as compared to hard rock mining which typically requires invasive land use which can severely impact the land. Additionally, the use of hard rock sources increases carbon emission due to the high degree of exothermic reactions needed for conversion. This is because, hard rock lithium mining involves extracting lithium from rocks that contain the mineral. This is typically done through open-pit mining, which can involve blasting and excavating large amounts of rock. The process is energy-intensive and can result in significant amounts of waste rock and tailings, which can contain ~~toxic~~ harmful chemicals and ~~heavy~~ metals. Additionally, hard rock mining can require large amounts of water. This could be an issue in regions where water resources are already scarce. It is estimated that 60% of the total global mined lithium supply comes from using this method. On ~~the other hand~~Conversely, lithium can also be extracted from brine sources, which involves extracting lithium from underground brine pools. These can be found in areas such as salt flats and dry lakebeds, where water has evaporated over time, leaving behind mineral deposits. The brine can be pumped to the surface and then processed to extract the lithium. This typically requires less water and produces less waste than hard rock mining. In terms of the carbon footprint of each method, Benchmark Minerals has stated that “in almost every metric, lithium chemicals from hard rock sources are more environmentally damaging than those from brine sources,” and that “processing hard rock is a much more energy-intensive process than brine.”

Stardust Power has a supplier code of conduct to monitor the sources of feedstock to provide for high environmental standards. Although DLE technology is emerging, Stardust Power believes that the experience and expertise of its partners will enable it to leverage the upstream benefits of the DLE technologies advantageously, while at the same time lowering risks that could emerge due to the newness of the technology.

Emissions

Stardust Power’s refining Facility will be engineered to be partially electric and thus produce lower emissions than facilities powered by traditional fossil fuels or natural gas, which is also expected to reduce noise and limit carbon emissions. The Company’s planned carbonation process to manufacture BGLC is a chemical conversion process. This process does not use large exothermic reactions, making Stardust Power’s Facility cleaner and safer than a typical oil and gas refinery. There are no kiln or smokestacks at our Facility.

Power

The Company is committed to using the local grid which largely ~~using~~uses sustainable sources of power accessible in Oklahoma, including solar, wind power and natural gas.

Byproducts

The main byproducts from the plant are largely salt, which is closely comparable to road salt, calcium, magnesium, among others. These are non-toxic and non-hazardous materials that can be sold, repurposed, or safely disposed of ~~in an offsite landfill~~. Our conversion process does not create hazardous materials.

Zero-Liquid Discharge

The Facility iswill be engineered for a zero-liquid-discharge system that removes the need for wastewater ponds for depleted brine. Liquid byproducts will be purified and recycled for reuse in the Facility or evaporated. This ~~limits~~minimizes discharge into the public sewer system or the surrounding ecosystem and conserves water.

Social Aspects

Stardust Power believes that community outreach is important for social engagement to build strong relationships with local communities, be available in providing explanations to local administrative bodies about various aspects of the project in case of queries, address potential concerns regarding potential impact as well as highlight potential benefits of setting up the Facility. This is expected to include providing educational opportunities for local elementary and high school students in the Hillsdale and Muskogee public school districts.

In terms of financing of the refinery project, Stardust Power ~~seeks~~plans to finance its project cost through a mix of debt, equity as well as grants. Below is a summary of some of the potential financial instruments:

Financing

Equity:

●	●On July 8, 2024, the Company consummated the transactions contemplated by the PIPE Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors agreed to purchase a total of 107,7541 shares of Common Stock in a private placement at a price of $93.5 per share, for an aggregate commitment amount of $10,075,000.	On July 8, 2024, the Company consummated the transactions contemplated by the PIPE Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors agreed to purchase a total of 1,077,541 shares of Common Stock in a private placement at a price of $9.35 per share, for an aggregate commitment amount of $10,075,000.
●	●On October 7, 2024, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement with B. Riley Principal Capital II, LLC, as the selling stockholder. Upon the terms and subject to the satisfaction of the conditions set forth in the Common Stock Purchase Agreement, the Company will have the right, in its sole discretion, to sell up to $50,000,000 of newly issued shares of Common Stock to B. Riley Principal Capital II, subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company. The Company is under no obligation to sell any securities to B. Riley Principal Capital II under the Purchase Agreement.	On October 7, 2024, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement with B. Riley Principal Capital II, LLC, the selling stockholder. Upon the terms and subject to the satisfaction of the conditions set forth in the Common Stock Purchase Agreement, the Company will have the right, in its sole discretion, to sell up to $50,000,000 of newly issued shares of Common Stock to B. Riley Principal Capital II, subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company. The Company is under no obligation to sell any securities to B. Riley Principal Capital II under the Purchase Agreement.

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	●	On December 31, 2024, the Company entered into binding term sheets with certain investors pursuant to which the Company has agreed to sell, and the Investors have agreed to purchase, Company securities for an aggregate amount of $550,000 (the “Private Placement”). The proceeds of the Private Placement are expected to be used by the Company for capital expenditures, working capital and general corporate purposes. The Investors have agreed to purchase, and the Company has agreed to issue and sell, up to $550,000 in shares of Company common stock, par value $0.0001 per share (“Common Stock”) at a price equal to 95% of the closing bid price of the Common Stock on the last trading day prior to the closing date for the Private Placement. In addition, each Investor will receive warrants representing the right, exercisable within five years of the closing date, to purchase up to 50% of the shares of Common Stock purchased by such Investor in the Private Placement, with each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 (the “Warrants”).
	●	On January 27, 2025, the Company consummated a public offering of an aggregate of (i) 4,792,000 shares of Common Stock and (ii) Common Stock purchase warrants to purchase up to 4,792,000 shares of Common Stock. Each share of Common Stock and associated warrant to purchase one share of Common Stock was sold at a combined public offering price of $1.20. The Company received aggregate gross proceeds of approximately $5.75 million, before deducting placement agent fees and other offering expenses. Further, on March 16, 2025, pursuant to a Warrant Inducement Letter (the “Inducement Letter”), the investor agreed to exercise, for cash, the Common Warrants to purchase an aggregate of 4,792,000 shares of common stock at the exercise price of $0.62 per share in exchange for the Company’s agreement to issue to the investor a new common stock purchase warrant, to purchase up to 9,584,000 shares of common stock (the “Inducement Warrants,” and the shares issuable upon exercise of the Inducement Warrants, the “Inducement Warrant Shares”).

●	On December 31, 2024, the Company entered into binding term sheets with certain investors pursuant to which the Company has agreed to sell, and the Investors have agreed to purchase, Company securities for an aggregate amount of $550,000 (the “Private Placement”). The proceeds of the Private Placement are expected to be used by the Company for capital expenditures, working capital and general corporate purposes. The Investors have agreed to purchase, and the Company has agreed to issue and sell, up to $550,000 in shares of Company common stock, par value $0.0001 per share at a price equal to 95% of the closing bid price of the common stock on the last trading day prior to the closing date for the Private Placement. In addition, each Investor will receive warrants representing the right, exercisable within five years of the closing date, to purchase up to 50% of the shares of common stock purchased by such Investor in the Private Placement, with each 10 warrants exercisable for one share of common stock at an exercise price of $115.00 (the “Warrants”).

●	On January 27, 2025, the Company consummated a public offering of an aggregate of (i) 479,200 shares of common stock and (ii) common stock purchase warrants to purchase up to 479,200 shares of common stock. Each share of common stock and associated warrant to purchase one share of common stock was sold at a combined public offering price of $12.00. The Company received aggregate gross proceeds of approximately $5.75 million, before deducting placement agent fees and other offering expenses. Further, on March 16, 2025, pursuant to a Warrant Inducement Letter (the “Inducement Letter”), the investor agreed to exercise, for cash, the Common Warrants to purchase an aggregate of 479,200 shares of common stock at the exercise price of $6.20 per share in exchange for the Company’s agreement to issue to the investor a new common stock purchase warrant, to purchase up to 958,400 shares of common stock (the “Inducement Warrants,” and the shares issuable upon exercise of the Inducement Warrants, the “Inducement Warrant Shares”).

●	On June 18, 2025, the Company consummated a public offering of 2,150,000 shares of Common Stock at a public offering price of $2.00 per share, generating aggregate gross proceeds of approximately $4,300,000 before underwriting discounts and other offering expenses. The offering was conducted pursuant to a firm commitment underwriting agreement entered into with the underwriters, on June 17, 2025. In connection with the offering, the Company granted the underwriter a 45-day option to purchase up to an additional 322,500 shares of Common Stock to cover over-allotments, if any. On June 25, 2025, the underwriter partially exercised the over-allotment option, purchasing an additional 110,000 shares at the same public offering price, resulting in additional gross proceeds of approximately $220,000. After giving effect to the partial exercise of the over-allotment option, the aggregate gross proceeds from the offering increased to approximately $4,520,000, before deducting underwriting discounts and estimated offering expenses.

Debt:

●	On December 23, 2025, Stardust Power Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Lind Global Asset Management XIII LLC (“Lind”). Under the SPA, upon closing (which occurred on December 23, 2025), the Company received gross proceeds of approximately $4.0 million in exchange for issuance to Lind of a Senior Secured Convertible Promissory Note in the amount of $4.8 million (the “Note”) and a Common Stock Purchase Warrant (the “Warrant”), for the purchase of approximately 411,245 shares (the “Warrant Shares”). The SPA contains customary representations and warranties by the Company and, additional closings are subject to additional closing conditions detailed in the transaction documents.

●	In December 2024, the Company entered into a binding term sheet (“Term Sheet”) with Endurance Antarctica Partners II, LLC (“Endurance”) a related party, providing for a loan (the “Loan”) in the aggregate principal amount of $1,750,000, bearing interest at a rate of 15% per year, and maturing in March 2025 (the “Maturity Date”). The Term Sheet contained customary representations and warranties and customary events of default. Pursuant to the Term Sheet, 550,000 shares of Company’s Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In addition, the Company has agreed to issue to Endurance $3,500,000 in Common Stock as an Equity Kicker, with the price of each share being determined based on terms per the earlier to occur of (i) the consummation of a private placement offering of Company securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and (ii) the Maturity/ Repayment Date, provided that the minimum number of shares of Common Stock shall be no less than 50,000 shares. In addition, Endurance will receive warrants representing the right, exercisable within five years of the closing date, up to 50% of Common Stock issued as Equity Kicker, with each 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 in accordance with the Private Placement terms. The Company has fully repaid the principal amount, the accrued interest and issued the equity shares and warrants to Endurance.

●	In December 2024, the Company entered into binding term sheets (“Term Sheets”) with several lenders including DRE Chicago, LLC, a related party (collectively, the “Lenders”), providing for loans (the “Loans”) in the aggregate principal amount of $1,800,000, bearing interest at a rate of 15% per year, and maturing in March 2025 (the “Maturity Date”). The proceeds of the Loans are expected to be used by the Company for general corporate and working capital purposes. The Term Sheets contained customary representations and warranties and customary events of default. Pursuant to the Term Sheets, an aggregate of approximately 340,000 shares of Company’s Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In addition, the Company has agreed to issue to the Lenders an aggregate of $2,700,000 in common stock as an Equity Kicker, with the price of each share being determined based on terms per the earlier to occur of (i) the consummation of a private placement offering of Company securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and (ii) the Maturity/ Repayment Date, provided that the minimum number of shares of Common Stock issued to the Lenders shall be no less than an aggregate of 36,000 shares. In addition, the Lenders will receive warrants representing the right, exercisable within five years of the closing date, up to 50% of Common Stock issued as Equity Kicker, with each 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 in accordance with the Private Placement terms. The Company has fully repaid the principal amount, the accrued interest and issued the equity shares and warrants to the Lenders.

●

We expect a portion of the financing of the lithium refinery to come through debt financing. We have no binding commitments from any person to provide financing at this time, and we are not certain whether the financing will be available to us as needed on acceptable terms, or at all. For more information, please refer to the subsections “Promissory notes”, “Insurance fund borrowing”, and “Short-term loans” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Sources of Liquidity and Going Concern”.

Incentives:

●	Stardust Power has received an illustrative incentives package for up to $257 million of incentives from the State of Oklahoma, subject to meeting milestones, to offset the refinery’s costs, and other conditions. For more information, please refer to “-State Incentives”.

Governmental Incentives and Initiatives

Federal Government Incentives and initiatives

The management team believes that Stardust Power may benefit from substantial grants, financing, and other incentives provided by various government organizations designed to facilitate American manufacturing of battery-grade lithium products. These incentives include but are not limited to the following:

● Department of Energy ~~Loan~~Office ~~Programs~~of ~~Office~~Energy ~~ATVM~~Dominance, Energy Dominance Financing Program (EDFP): ~~ATVM~~The ~~provides~~EDFP ~~loans~~powered by the Working Families Tax Cut is a core pillar to ~~support~~the Administration’s strategy to help win the ~~manufacture~~global AI race by increasing the nation’s energy supply through new eligibility for clean coal and oil and gas power-generated projects, securing critical mineral supply chains, and reinvigorating the nuclear industry. The EDFP can also finance critical materials projects and secure America’s critical minerals supply chain, reflecting the important applications of ~~eligible~~critical ~~advanced~~minerals ~~technology~~and ~~vehicles~~materials across the energy sector. ● Department of Defense, Defense Production Act: The Defense Production Act’s Expansion of Domestic Production Capability and ~~qualifying~~Capacity ~~components~~Funding Opportunity Announcement FA8650-19-S-5010 is a government initiative aimed at enhancing domestic production capabilities critical to national defense, including ~~newly~~critical ~~authorized~~minerals. ~~modes~~It ~~from~~provides financial support to eligible entities to bolster manufacturing of strategic materials, components, and technologies essential for defense applications and those applications deemed to be a national security threat to the ~~Bipartisan~~United ~~Infrastructure~~States. ~~Law~~● Department of Energy Grant: The Office of Manufacturing and Energy Supply Chains issued a Notice of Intent to issue up to $500 million to expand U.S. ~~Expanded~~critical ~~uses~~mineral ~~beyond~~and ~~light-duty~~materials ~~vehicles~~processing ~~include~~and ~~medium-~~derivative battery manufacturing and ~~heavy-duty~~recycling. ~~vehicles~~The proposed funding opportunity supports demonstration and/or commercial facilities processing, ~~trains~~recycling, or ~~locomotives~~utilizing for manufacturing critical materials which may include traditional battery minerals such as lithium, ~~maritime~~graphite, ~~vessels~~nickel, ~~including~~copper, ~~offshore~~aluminum, ~~wind~~as ~~support~~well ~~vessels~~as other minerals that are contained within commercially available batteries, ~~aircrafts~~such as rare earth elements. An award requires a cost-share of at least 50% by the recipient. ● Department of Energy, Advanced Materials and ~~hyperloop~~Manufacturing Technologies Office, Critical Minerals and Materials (CMM) Accelerator program: The CMM Accelerator Program released funding opportunities up to $50 million to promote technology maturation that can unlock capital investments and facilitate domestic commercialization. The IRproposed ~~Act~~funding ~~removed~~announcement addresses several areas of interest, including processes in the ~~$25~~rare-earth ~~billion~~magnet ~~cap~~supply onchain; ~~ATVM~~processes ~~loan~~to ~~authority~~refine and ~~appropriated~~alloy $3gallium, ~~billion~~gallium nitride, germanium, and silicon carbide for use in ~~credit~~semiconductors; ~~subsidy~~cost-competitive technologies for direct lithium extraction and separation; and critical-material separation technologies that allow for the co-production of useful products from byproducts and scrap. ● Department of Defense Office of Strategic Capital (“OSC”): Broadly, the OSC will do two things as part of its partnered capital strategy for critical technologies. First, it will identify and prioritize promising critical technology areas for the Department of Defense. Second, it will fund investments in those critical technology areas, including supply chain technologies not always supported through direct procurement. To accomplish this, the OSC will partner with private capital providers and other federal agencies to ~~support~~employ ~~these~~investment ~~loans~~vehicles that have proven successful in other United States government contexts.3734

3734 ~~The~~U.S. ~~White~~Department ~~House~~of Defense. “~~Inflation~~Secretary ~~Reduction~~of ~~Act~~Defense ~~Guidebook~~Establishes Office of Strategic Capital.” Available at: https://www.~~whitehouse~~defense.gov/~~wp-content~~News/~~uploads~~Releases/~~2022~~Release/12Article/~~Inflation~~3233377/secretary-~~Reduction~~of-~~Act~~defense-~~Guidebook~~establishes-office-of-strategic-capital/.~~pdf.~~

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	●	Department of Defense, Defense Production Act: The Defense Production Act’s Expansion of Domestic Production Capability and Capacity Funding Opportunity Announcement FA8650-19-S-5010 is a government initiative aimed at enhancing domestic production capabilities critical to national defense, including critical minerals. It provides financial support to eligible entities to bolster manufacturing of strategic materials, components, and technologies essential for defense applications and those applications deemed to be a national security threat to the United States.
	●	Department of Energy Grant: The Office of Manufacturing and Energy Supply Chains plans to issue a Funding Opportunity Announcement titled “Bipartisan Infrastructure Law 40207(b) Battery Materials Processing and 40207(c) Battery Manufacturing Grants Round II,” funded in part by the Infrastructure Investment and Jobs Act, a significant investment in infrastructure totaling over $62 billion allocated to the DOE, aims to enhance the United States’ competitiveness, create jobs, and provide equitable access to economic benefits, particularly for disadvantaged communities. As part of this initiative, over $7 billion will be invested in the battery supply chain from fiscal years 2022 to 2026, focusing on sustainable sourcing of critical minerals, processing, and end-of-life battery recycling. Additionally, the DOE announced up to $3.5 billion from the Infrastructure Law to bolster domestic production of advanced batteries and materials, supporting clean energy industries and creating union jobs.38

● Department of Defense Office of Strategic Capital (“OSC”): Broadly, the OSC will do two things as part of its partnered capital strategy for critical technologies. First, it will identify and prioritize promising critical technology areas for the Department of Defense. Second, it will fund investments in those critical technology areas, including supply chain technologies not always supported through direct procurement. To accomplish this, the OSC will partner with private capital providers and other federal agencies to employ investment vehicles that have proven successful in other United States government contexts.39

In January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated through the BIL, IR Act, and the IRA. This pause on disbursements is subject to ongoing legal challenges.

State Incentives

The Oklahoma Department of Commerce provides a robust incentive package including 5% cash rebates on payroll for all new jobs created for 10 years through the Quality Jobs Program, and an Investment Tax Credit (“ITC”). The Facility falls in an Oklahoma Opportunity Zone which is defined as an economically distressed area based on declining population, lower than average per capita income, and higher than average poverty rates. Manufacturers who invest a minimum of $50,000 in depreciable property in Oklahoma Opportunity Zones receive double the investment tax credit equating to 2% of depreciable property invested for 5 years. In addition to the Quality Jobs Program and ITC, the state provides a 5-year property tax exemption and a sales tax exemption on machinery, goods, and electricity used during the manufacturing process. Below is a table setting forth the different state incentives which may be applicable to Stardust Power:

Oklahoma State Incentive Program	Total Potential Amount of State Incentive	Metrics Stardust Power Needs for Applicability
21st Century Oklahoma Quality Jobs Program	$100,332,936 based on $99,562,000 in annual payroll over 10 years	●	Meet an average wage of $120,071

Or		●	Create at least 10 new jobs in Oklahoma in 3 years

		●	Offer basic health insurance

38 U.S. Department of Energy. “Biden-Harris Administration Announces $3.5 Billion to Strengthen Domestic Battery Manufacturing.” Available at: https://www.energy.gov/articles/biden-harris-administration-announces-35-billion-strengthen-domestic-battery-manufacturing.

39 U.S. Department of Defense. “Secretary of Defense Establishes Office of Strategic Capital.” Available at: https://www.defense.gov/News/Releases/Release/Article/3233377/secretary-of-defense-establishes-office-of-strategic-capital/.

Oklahoma State Incentive Program	Total Potential Amount of State Incentive	Metrics Stardust Power Needs for Applicability
Oklahoma Quality Jobs Program	$50,166,468 based on $99,562,000 in annual payroll over 10 years	●	Meet an average wage of 110% of the average county wage ($54,732 in 2023)

		●	Create $2.5 million in new annual payrolls in Oklahoma in 3 years

		●	Offer basic health insurance

Oklahoma State Incentive Program	Total Potential Amount of State Incentive	Metrics Stardust Power Needs for Applicability
Combined with Investment/New Jobs tax credit	$76,000,000 based on a total investment of $800,000 in depreciable property	●	Minimum investment of $50,000 in Oklahoma

		●	The credit doubles if the investment exceeds $40 million investment or takes place in an enterprise zone (both of which Stardust Power plans to meet)

5-Year Property Tax Exemption	$42,451,539	●	Invest at least $500,000 in construction, acquisition, or expansion; and

		●	Meet an average payroll requirement listed in the Oklahoma Quality Jobs Program

Freeport (Inventory) Tax Exemption	$10,166,545	●	Exemption on goods that come from outside the state and leave the state held for assembly, storage, manufacturing, processing, or fabricating moved through the Port Muskogee within 9 months

Sales Tax Exemption on Machinery and Equipment	$18,040,500	●	Includes tangible personal property used in the development of the Facility and the refining

Sales Tax Exemption on Goods and Energy Consumed in Manufacturing	$85,998,588	●	Includes all fuel and electric power used in the development of the Facility and the refining

The Company has engaged the services of industry experts to assist the Company in applying for government grants, such as those in Oklahoma, in an optimal and efficient manner. The Company ~~has~~plans ~~submitted~~to submit applications for grants under the Department of Defense, Defense Production Act and the Department of Energy Grant for Bipartisan Infrastructure Law 40207(b) Battery Materials Processing and 40207(c) Battery Manufacturing Grants ~~Round~~as ~~II.~~they ~~These~~become ~~applications are currently under review~~available. The ~~Department of Defense grants could total up to $27.5 million and the Department of Energy grants could total up to $150 million; however, there are no assurances that the~~ Company ~~will obtain these grants. Further, there are no anticipated timelines for receiving responses on the government grant applications or expectations for receipt of any grant proceeds. The Company~~ has been advised with respect to its grant application under the Defense Production Act that such application would be held, but currently there is no such funding available under the program.

Intellectual Property

Stardust Power does not own or license any intellectual property which we consider to be material. The Company has applied for registration of its trademarks, bearing application No. 97927512 for Trademark/Service Mark Application for the United States on May 9, 2023.

As its business grows, the Company may in the future develop or acquire intellectual property that may be valuable or material to the business.

Customers

Since Stardust Power has not commenced production, ~~they~~it ~~have~~has no existing customers. The Company has received non-binding letters of intent from industry participants but does not have any definitive offtake agreements with potential customers.

On January 28, 2025, the Company entered into a non-binding letter agreement with Sumitomo, contemplating a long-term commercial offtake agreement, pursuant to which Sumitomo would agree to acquire 20,000 metric tons of lithium carbonate per year from the Company’s first line of production, with the potential to increase to 25,000 metric tons based on mutual agreement. The initial contract term would span 10 years starting from the date of the first qualification of the Company’s lithium carbonate for sale to any of Sumitomo’s customers, with an option for Sumitomo to renew for an additional five years under mutually agreed terms, provided written notice is given to the Company at least twelve months prior to the end of the initial term.

Competitive Strengths

As aan ~~developer~~early stage company, Stardust Power seeks to execute their mission of becoming a leading producer of BGLC, by relying on the collective experience of its management team. The management team expects to execute, explore and evaluate opportunities for generating revenues and increasing their access to supply properties, and assets, as well as all potential funding options. Some opportunities for growth could be in the form of (i) strategic partnerships, (ii) off-take agreements, (iii) diversification of supply, (iv) acquisitions of companies and technologies, and (v) participation in related commercial development activities.

As an early-stage company, Stardust Power’s material decisions executed by its management are central to the development of the Company’s long-term goals and success. Additionally, as a pre-revenue company, Stardust Power’s access to financing and ability to obtain financing would be central to its success. The Company notes that it has not yet commenced operations at the refinery and, accordingly, it has not yet produced any lithium products.

The Company intends to build its competitive strengths and continue to develop and execute its strategy in the following manner:

● Experienced management team: the team has decades of technical expertise and experience across global mining consulting firms, and manufacturers, specializing in lithium-ion technology for electric vehicles, hydrocarbon energy company, as well as successful capital raising and running profitable ventures, across multiple geographies; ● Refinery optimized for multiple inputs: the process of creating a matrix of multiple sources of feedstock and processing in the refinery reduces risk and costs, and is an important and significant industry differentiator; ● Speed to market: optimized refining process, locational advantage, and subsequently, a vertically an integrated ~~play~~structure is expected to hasten time to market and ability to generate revenue faster; ● Use of brine feedstock: use of brine feedstock will provide alternative sources to mined lithium deposits, for the production of BGLC for domestic market use, and hence potentially have independence from importing raw material, which would have a favorable impact on lowering cost and faster time to market; ● Limited technology risk: use of existing and proven technologies and partnerships with global experts for mid-stream operations in refinery operations, which is expected to minimize technical risks in the value chain, resulting in reduced uncertainties and cost controls, and reduce risks of the emerging DLE technology by partnering with players who have contributed to the advancement of DLE projects; and ● American manufacturing: ability to manufacture and contribute to lithium sourcing and manufacturing independence for domestic consumption in the United States market, leading to job creation, particularly in economically ~~backward~~depressed regions, once in production.

Competition and Market Barriers

Competition

Lithium currently has many end uses, including ceramics and glass, batteries, greases, air treatment and pharmaceuticals. However, it is the battery industry that is expected to predominantly drive future demand growth for lithium. This is expected to come from several areas: (i) the continued growth of small format batteries for cell phones, laptops, digital cameras and hand-held power tools, (ii) the transportation industry’s electrification of automobiles, buses, delivery vehicles, motorcycles, bicycles and boats using lithium-ion battery technology, and (iii) large format batteries for utility grid-scale storage.

A small number of companies dominate the production and refining of end-use lithium products such as lithium carbonate and lithium hydroxide and are often situated in China, such as Tianqi Lithium. These companies have an established presence, higher degree of financial resources, existing strategic partnerships, and existing experienced workforces. Stardust Power will compete with these companies on attracting human capital, securing supply of feedstock, and in selling its products. Accordingly, the price of Stardust Power’s planned products may be affected by factors beyond our control, including fluctuations in the market prices for lithium, supplies of lithium, demand for lithium, and mining activities of our competitors.

Government Regulations

Development activities for our Facility are subject to extensive laws and regulations, which are overseen and enforced by federal, state, and local authorities. These applicable laws govern development, construction, production, various taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species, and other matters. Various permits from government authorities will be required for construction and manufacturing operations , and we cannot be be assured such permits will be received. Environmental, health and safety laws and regulations may also, among other things:

●	require notice to stakeholders of proposed and ongoing exploration, drilling, environmental studies, mining, or production activities;

●	require the installation of pollution control equipment;

●	restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with, lithium manufacturing, or other production activities;

●	limit or prohibit drilling, mining, lithium manufacturing or other production activities on lands located within wetlands, areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit activities that could impact the environment, including water resources; or

●	require preparation of an environmental assessment or an environmental impact statement.

Compliance with environmental, health and safety laws and regulations may impose substantial costs on us, subject us to significant potential liabilities, and have an adverse effect on our capital expenditures, results of operations, or competitive position. Violations and liabilities with respect to these laws and regulations could result in significant administrative, civil, or criminal penalties, remedial clean-ups, natural resource damages, permit modifications and/or revocations, operational interruptions and/or shutdowns, and other liabilities, as well as reputational harm, including damage to our relationships with customers, suppliers, investors, governments or other stakeholders. The costs of remedying such conditions may be significant, and remediation obligations could adversely affect our business, results of operations, and financial condition. Federal, state, and local legislative authorities frequently revise environmental, health and safety laws and regulations, and any changes in these regulations, or the interpretations thereof, could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse impact on our business operations.

Permits

Certain federal, state, and local permits are required for the project. State permitting focuses on air emissions, wastewater, and ~~stormwater~~ stormwater permits. Federal permitting focuses on possible cultural, biological, and natural resources and threatened/endangered species impacts. The key permitting agency for the project at the state level is the Oklahoma Department of Environmental Quality (the “DEQ”). Stardust Power has received from the DEQ the general permit for stormwater discharges from Construction Activities, ~~along with~~ approval of its stormwater pollution prevention plan. Inand ~~addition, Stardust Power has submitted to the DEQ the required~~ air ~~emissions~~quality construction permit ~~application~~(“Air Permit”). onUnder ~~January~~current ~~20,~~design ~~2025~~plans, ~~and~~Stardust ~~has~~Power ~~received~~does onnot ~~February~~require ~~20,~~a ~~2025,~~waste ~~notification~~water ~~that such~~ permit isfor ~~declared~~the ~~administratively~~facility ~~complete~~since ~~and~~no ~~is now~~waste ~~under~~water ~~technical~~will ~~review~~be discharged.

Environmental, Social and Governance

We believe lithium will continue to play an important role in the transition to a lower carbon future and the fight against climate change. Likewise, we believe that meeting the growing demand for lithium compounds must be balanced with considerations for responsible refining across the spectrum of ESG issues and concerns. Our core values reflect this commitment to sustainability. We believe that operating in a safe, ethical, socially conscious and sustainable manner is important for our business.

As such, we intend to continue to integrate ESG and sustainability considerations into our business, operations and investment decisions.

Environmental

Brines: Focusing on brines, which have a smaller carbon footprint than open pit mining hard rock sources provides for a smaller environmental impact.

Sustainable Power: We intend to source the energy to power our refinery from sustainable sources of power, including solar and wind power available from the state of Oklahoma.

ZLD technology: We are engineering our Facility based on ZLD technologies which do not produce liquid discharge as a result of our conversion process.

Social

As Stardust Power recruits employees for its projects, we intend to focus hiring efforts on hiring workers from local communities near our project areas.

Governance

Stardust Power is committed to transparency, and corporate governance best-practices, and has the following corporate governance policies and guidelines in place:

	●	Privacy Policy;
	●	Open Reporting Policy (Whistleblower Policy);
	●	Code of Conduct and Cyber Security Agreement;
	●	Supplier Code of Conduct;
	●	Vendor Risk Assessment Program;
	●	Cybersecurity Policy;
	●	Community Benefits Plan;
	●	Clawback Policy;
	●	Code of Business Conduct and Ethics;
	●	Compliance Reporting Policy;

	●	Corporate Governance Guidelines;
	●	Insider Trading Policy;
	●	Regulation FD Policy; and
	●	Related Party Transactions Policy.

Legal Proceedings

We are ~~currently~~subject ~~not~~to ~~aware~~certain ofroutine ~~any~~legal ~~such~~and ~~legal~~regulatory proceedings, oras well as demands and claims that wearise ~~believe~~in ~~will~~the normal course of our business. The ultimate outcome of any litigation is often uncertain and unfavorable outcomes could have a ~~material~~negative ~~adverse~~ impact on our ~~business,~~results of operations and financial condition. orWe ~~operating~~make ~~results.~~a ~~However,~~provision ~~from~~for ~~time~~a liability relating to ~~time,~~legal wematters ~~may~~when ~~receive~~it ~~various~~is ~~demand~~both ~~letters~~probable orthat ~~become~~a liability ~~involved~~has inbeen ~~various lawsuits~~incurred and ~~legal~~the ~~proceedings,~~amount ~~which~~of ~~arise~~the inloss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the ~~ordinary~~impact ~~course~~of negotiations, estimated settlements, legal rulings, advice of ~~business~~legal counsel and other information and events pertaining to a particular matter.

On July 7, 2025, a complaint was filed in the Supreme Court of the State of New York, County of New York, captioned H.C. Wainwright & Co., LLC v. Stardust Power, Inc., Case No: 654037/2025. The complaint names the Company as defendant, alleging, among other things, that the Company breached an engagement agreement with the plaintiffs. The plaintiffs seek, among other things, payment of all purported unpaid sums due under such engagement agreement. On September 19, 2025, the Company filed its answer in response to the complaint, in which it denied all liability and asserted several affirmative defenses. The Company plans to vigorously defend against the lawsuit and the action will proceed next to the discovery stage and for further proceedings.

Websites

The Company maintains one active website, www.stardust-power.com, which serves as its corporate website and contains information about the Company and its business. The information included on Stardust Power’s website is not incorporated by reference into this prospectus or in any other report or document filed with the SEC, and any reference to such website is intended to be an inactive textual reference only.

Corporate Information

Stardust Power Inc. is a Delaware “C” corporation. Our registered office is located at 251 Little Falls Dr, Wilmington, DE 19808, and our corporate mailing address is 15 E. Putnam Ave, Suite 378, Greenwich, CT 06830.

Our mailing address for our Oklahoma office is at 6608 N. Western Ave Suite 466, Nichols Hills OK, 73116.

Our telephone number is (800) 742-3095. Information contained on our website is not a part of this prospectus. The registered office of our subsidiary is located at 251 Little Falls Dr, Wilmington, DE 19808.

We have an office in Oklahoma, which is located at 9112 N. Kelley Ave, Suite C, Oklahoma City, Oklahoma 73131, covering 1,493 square feet, which has been assigned to the Company by VIKASA Capital Partners LLC (“VCP”), an affiliate of the Company, on March 16, 2023. The lease for the same is on a short-term basis.

7259

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this prospectus. In this section, the historical financial information presented for GPAC II is for Stardust Power Inc. (F/K/A Global Partner Acquisition Corp II) adjusted to give effect to the Business Combination, Material Events, and related transactions. The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

GPAC II was a blank check company incorporated in November 2020 as a Cayman Islands exempted company for the purpose of effecting an initial business combination. Stardust Power, which was incorporated on March 16, 2023, is a development stage lithium refinery, designed to foster energy independence in the United States. While Stardust Power has not earned any revenue yet, Stardust Power is in the process of developing a strategically central, vertically integrated lithium refinery capable of producing up to 50,000 tons per annum of battery- grade lithium.

The unaudited pro forma condensed combined financial statements give effect to the Business Combination, and other events contemplated by the Business Combination Agreement as described in this prospectus. A pro forma balance sheet has not been presented since the business combination is already reflected in the audited consolidated balance sheet as of December 31, 2024, presented elsewhere in this document.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023, combines the historical audited consolidated statement of operations of Stardust Power, from inception, March 16, 2023, to December 31, 2023, and the historical audited statement of operations of GPAC II for the year ended December 31, 2023, as if the Business Combination, and other events contemplated by the Business Combination Agreement had been consummated on January 1, 2023, the beginning of the earliest period presented. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, combines the historical unaudited consolidated statement of operations of Stardust Power for the year ended December 31, 2024, and the historical unaudited statement of operations of GPAC II for the six months ended June 30, 2024, as if the Business Combination, and other events contemplated by the Business Combination Agreement had been consummated on January 1, 2024, the beginning of the earliest period presented:

● the merger of Stardust Power with and into the Second Merger Sub, a wholly owned subsidiary of GPAC II, with Stardust Power surviving the merger as a wholly owned subsidiary of GPAC II; ● the conversion of 3300,000~~,000~~ shares of GPAC II Class B Ordinary Shares into 3300,000~~,000~~ shares of Common Stock, par value $0.0001 per share (the “Combined Company Common Stock”), in connection with the Business Combination in accordance with terms of the Business Combination Agreement; ● the conversion of $5,200,000 of outstanding SAFE into ~~138~~13,~~393~~839 shares of Stardust Power Common Stock value prior to conversion and subsequent conversion into ~~636~~63,~~918~~692 shares of Combined Company Common Stock in connection with the Business Combination in accordance with the Per Share Exchange Amount as defined in the Business Combination Agreement; ● the conversion of $2,100,000 in cash into 555,~~889~~589 shares of Stardust Power Common Stock in accordance with the terms of the Convertible Equity Agreements and subsequent conversion into ~~257~~25,~~215~~721 shares of Combined Company Common Stock in connection with the Business Combination in accordance with the Per Share Exchange Amount as defined in the Business Combination Agreement; and ● the issuance of 1107,~~077,541~~754 shares of Stardust Power Common Stock in exchange for $10,075,000 of cash in accordance with the terms of the PIPE subscription agreement in connection with the Business Combination.

The unaudited pro forma condensed combined financial statements have been prepared to illustrate the effect of the Closing of the Business Combination and has been prepared for informational purposes only. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the Combined Company.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes:

	●	audited historical financial statements of GPAC II as of and for the year ended December 31, 2023, included in the Annual Report on Form 10-K filed with the SEC on March 19, 2024;

	●	unaudited historical financial statements of GPAC II as of and for the six months ended June 30, 2024, included in the Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024;

	●	audited historical consolidated financial statements of Stardust Power for the period from March 16, 2023 (inception) through December 31, 2023, included in the registration statement on Form S-4/A filed with the SEC on May 8, 2024;

	●	audited historical financial statements of Stardust Power as of and for the year ended December 31, 2024, included in the Annual Report on Form 10-K filed with the SEC on March 27, 2025; and

	●	other information relating to GPAC II and Stardust Power included in the registration statement on Form S-4/A filed with the SEC on May 8 2024, including the Business Combination Agreement and the description of certain terms thereof and the financial and operational condition of GPAC II and Stardust Power.

Description of the Business Combination

On November 21, 2023, the Company entered into the Business Combination Agreement with GPAC II, First Merger Sub, and Second Merger Sub.

On July 8, 2024, the Company completed the merger. GPAC II deregistered as a Cayman Islands exempted company and domesticated as a Delaware corporation. As per the Business Combination Agreement, First Merger Sub merged into the Company, with the Company being the surviving corporation. Following the First Merger, the Company merged into Second Merger Sub, with Second Merger Sub being the surviving entity. Upon the merger, GPAC II was renamed as Stardust Power Inc. (the “Combined Company”), with the ticker symbol “SDST”.

As per the Business Combination Agreement:

● Each share of Stardust Power Common Stock issued and outstanding immediately prior to the first effective time converted into the right to receive the number of GPAC II common stock equal to the merger consideration divided by the number of shares of the Company fully-diluted stock. ● Each outstanding Stardust Power Option, whether vested or unvested, automatically converted into an option to purchase a number of shares of GPAC II common stock equal to the number of shares of GPAC II Common Stock subject to such Stardust Power Option immediately prior to the first effective time multiplied by the per share consideration. ● Each share of Stardust Power Restricted Stock outstanding immediately prior to the first effective time converted into a number of shares of GPAC II common stock equal to the number of shares of Stardust Power Common Stock subject to such Stardust Power restricted stock multiplied by the per share consideration. ● Additionally, GPAC II will issue five ~~million~~hundred thousand shares of GPAC II common stock to the holders of Stardust Power as additional merger consideration in the event that prior to the eighth (8th) anniversary of the closing of the Business Combination, the volume-weighted average price of GPAC II common stock is greater than or equal to $12120.00 per share for a period of 20 trading days in any 30-trading day period or there is a change of control. ● Immediately prior to the closing of the Business Combination, the SAFEs automatically converted into the ~~138~~13,~~393~~839 shares of Common Stock of Stardust Power. ● Immediately prior to the closing of the business combination, the convertible notes automatically converted into 555,~~889~~589 shares of Common Stock of the Stardust Power. ● The Combined Company issued 1107,~~077,541~~754 shares of Combined Company Common Stock in exchange for $10,075,000 of cash in accordance with the terms of the Private Placement Agreement (PIPE) in connection with the Business Combination.

The Company’s basis of presentation within these unaudited condensed consolidated financial statements do not reflect any adjustments as a result of the Business Combination closing. The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, GPAC II was treated as the acquired company for financial statement reporting purposes.

GPAC II and Stardust Power entered into the Business Combination Agreement. On January 12, 2024, in connection with the Business Combination, GPAC II first filed with the SEC a Registration Statement on Form S-4 (No. 333-276510) (as amended, the “Combination Registration Statement”) containing a joint proxy statement/prospectus of GPAC II (such proxy statement/prospectus in definitive form, the “Definitive Proxy Statement”), which Combination Registration Statement was declared effective by the SEC on May 22, 2024, and GPAC commenced mailing the Definitive Proxy Statement, which was filed with the SEC on May 22, 2024.

As contemplated by the Business Combination Agreement, the Closing of the Business Combination was consummated on July 8, 2024. GPAC II changed its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and immediately domesticated as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), at which point GPAC II changed its name to “Stardust Power Inc.”. Pursuant to the Business Combination Agreement, First Merger Sub merged with and into Stardust Power, with Stardust Power being the surviving corporation (which is sometimes hereinafter referred to for the periods at and after the First Effective Time as the “Surviving Company”). Following the First Merger, the separate corporate existence of First Merger Sub ceased. The First Merger was consummated in accordance with the Business Combination Agreement and the DGCL and evidenced by a certificate of merger, with such First Merger being consummated upon filing of the First Certificate of Merger. Promptly following the First Merger and as a part of the same overall transaction as the First Merger, the Surviving Company was merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity (which is sometimes hereinafter referred to for the periods at and after the Second Effective Time as the “Surviving Entity”), at which time the separate corporate existence of the Surviving Company ceased. The Second Merger was consummated in accordance with the Business Combination Agreement, the DGCL and the Delaware Limited Liability Company Act and evidenced by a certificate of merger, with such Second Merger being consummated upon filing of the Second Certificate of Merger. The effects of this merger and Domestication have been reflected in the Transaction Accounting Adjustments (as defined below) below, specifically adjustments C and D.

75Immediately prior to the Closing of the Business Combination, $5,200,000 of outstanding SAFE Notes and $2,100,000 in Convertible Equity Agreements were converted into 13,839 and 5,589 shares of Stardust Power Common Stock, respectively, prior to conversion and subsequent conversion into 63,691 and 25,721 shares of Combined Company Common Stock, respectively, in connection with the Business Combination in accordance with the Per Share Exchange Amount as defined in the Business Combination Agreement.

~~Immediately~~In ~~prior~~addition, concurrent to the ~~Closing~~consummation of the Business Combination, the $510,~~200~~075,000 of ~~outstanding~~PIPE ~~SAFE~~proceeds ~~Notes and $2,100,000 in Convertible Equity Agreements~~ were converted into ~~138~~107,~~393~~754 ~~and 55,889~~ shares of Stardust Power Common Stock, ~~respectively, prior to conversion and subsequent conversion into 636,918 and 257,215 shares of Combined Company Common Stock, respectively,~~ in ~~connection~~accordance with the ~~Business~~terms ~~Combination~~of ~~in accordance with~~ the ~~Per~~PIPE ~~Share~~subscription ~~Exchange Amount as defined in the Business Combination Agreement~~agreement.

In ~~addition~~accordance with the terms and subject to the conditions of the Business Combination Agreement, ~~concurrent~~each share of Stardust Power Common Stock issued and outstanding immediately prior to the ~~consummation~~First Effective Time other than any Cancelled Shares and Dissenting Shares, were converted into the right to receive the Per Share Consideration. The Merger Consideration means the aggregate number of GPAC II Common Stock equal to (i) $447.50 million (subject to certain adjustments as set forth in the Business Combination Agreement, including with respect to certain transaction expenses and the cash and debt of Stardust Power) divided by (ii) $10100.00. Company Fully-Diluted Stock means the sum of (without duplication) (x) the aggregate number of shares of Stardust Power Common Stock issued and outstanding immediately prior to the First Effective Time,~~075~~ including without the Stardust Power Restricted Stock,~~000~~ plus (y) the aggregate number of ~~PIPE~~shares ~~proceeds~~of ~~were~~Stardust Power ~~converted~~Common ~~into~~Stock 1issuable upon exercise of all vested and unvested options of Stardust Power (“Stardust Power Options”) as of immediately prior to the effective time of the First Merger but,~~077~~ for the avoidance of doubt,~~541~~ excluding any unissued Stardust Power Options, plus (z) the number of shares of Stardust Power Common Stock inissuable ~~accordance~~upon ~~with~~the SAFE Conversion (as defined therein). Based on the ~~terms~~above definition, each share of Stardust Power’s common stock was converted into approximately 46.0 shares of Combined Company Common Stock. Additionally, each share of Stardust common stock will receive Earn Out Shares based on an exchange ratio of approximately 1:9 (the ~~PIPE~~“Earn ~~subscription~~Out ~~agreement~~Exchange Amount”). The vesting of Earn Out Shares is contingent on the trading price of Combined Company Common Stock exceeding certain trading price thresholds, as further described below.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, each share of Stardust Power Common Stock issued and outstanding immediately prior to the First Effective Time other than any Cancelled Shares and Dissenting Shares, were converted into the right to receive the Per Share Consideration. The Merger Consideration means the aggregate number of GPAC II Common Stock equal to (i) $447.50 million (subject to certain adjustments as set forth in the Business Combination Agreement, including with respect to certain transaction expenses and the cash and debt of Stardust Power) divided by (ii) $10.00. Company Fully-Diluted Stock means the sum of (without duplication) (x) the aggregate number of shares of Stardust Power Common Stock issued and outstanding immediately prior to the First Effective Time, including without the Stardust Power Restricted Stock, plus (y) the aggregate number of shares of Stardust Power Common Stock issuable upon exercise of all vested and unvested options of Stardust Power (“Stardust Power Options”) as of immediately prior to the effective time of the First Merger but, for the avoidance of doubt, excluding any unissued Stardust Power Options, plus (z) the number of shares of Stardust Power Common Stock issuable upon the SAFE Conversion (as defined therein). Based on the above definition, each share of Stardust Power’s common stock was converted into approximately 4.60 shares of Combined Company Common Stock. Additionally, each share of Stardust common stock will receive Earn Out Shares based on an exchange ratio of approximately 1:9 (the “Earn Out Exchange Amount”). The vesting of Earn Out Shares is contingent on the trading price of Combined Company Common Stock exceeding certain trading price thresholds, as further described below.62

In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) each outstanding Stardust Power Option, was automatically converted into an option to purchase a number of shares of Combined Company Common Stock equal to the number of shares of Combined Company Common Stock subject to such Stardust Power Option immediately prior to the First Effective Time multiplied by the Per Share Consideration at an exercise price per share equal to the exercise price per share of Stardust Power Common Stock divided by the Per Share Consideration, subject to certain adjustments (the “Exchanged Company Option”) and (ii) each share of Stardust Power Restricted Stock outstanding immediately prior to the First Effective Time was converted into a number of shares of GPAC II Common Stock equal to the number of shares of Stardust Power Common Stock subject to such Stardust Power Restricted Stock multiplied by the Per Share Consideration (rounded down to the nearest whole share) (the “Exchanged Company Restricted Common Stock”). Except as provided in the Business Combination Agreement, the terms and conditions (including vesting and exercisability terms, as applicable) shall continue as were applicable to the corresponding former Stardust Power Option and Stardust Power Restricted Common Stock, as applicable, immediately prior to the First Effective Time.

Additionally, holders of Stardust options and holders of Stardust restricted stock units will have the right to receive Earn Out options and RSUs respectively, with the number of Earn Out options and RSUs determined by multiplying the number of Stardust options and restricted stock units, respectively by the Earn Out Exchange Amount.

On May 22, 2024, GPAC II filed the Definitive Proxy Statement for the solicitation of proxies in connection with a special meeting (the “Business Combination Meeting”) to approve the Business Combination Agreement and the Business Combination contemplated thereby. The Business Combination Meeting was held on June 27, 2024, whereby GPAC II’s stockholders approved the Business Combination Agreement and the consummation of the transactions to effectuate the Closing of the Business Combination. In connection with the vote to approve the Business Combination Agreement and the Business Combination contemplated thereby, the holders of 1165,~~657,158~~715 shares of GPAC II’s Class A Ordinary shares exercised their right to redeem the shares for cash at an aggregate redemption price of $18.8 million, calculated using the actual redemption price of approximately $11113.3880 per share.

The following summarizes the pro forma Combined Company’s voting Ordinary Shares issued and outstanding immediately after the Closing of the Business Combination:

	Shares		%
Stardust Power rollover equity (2)(3)(4)		444,~~418~~441,~~890~~889		91.10	%
Non-Redemption Shares		~~127~~12,777		0.25	%
GPAC II public shareholders(5)		~~137~~13,~~427~~742		0.28	%
Sponsor(6)(7)		3300,000~~,000~~		6.16	%
PIPE		1107,~~077,541~~754		2.21	%
Total Shares Outstanding		484,~~761~~876,~~635~~162		100	%

(1)	The pro forma combined shares ownership outstanding immediately at the Closing of the Business Combination.
(2)	Includes nine shareholders, whose shares are not subject to lock-up or transfer restrictions.
(3)	Includes (i) ~~894~~89,~~132~~413 shares of GPAC II Common Stock issued in exchange for shares of Stardust Power Common Stock with the conversion of the SAFEs and Convertible Equity Agreements and (ii) 4463,~~635,836~~583 shares of GPAC II Common Stock issued in accordance with the Business Combination Agreement underlying the Exchanged Company Restricted Common Stock.
(4)	Excludes 5500,000~~,000~~ Stardust Power Earnout Shares (as defined in the Business Combination Agreement).
(5)	Excludes 4,990,786 Public Warrants that shall convert automatically, ~~into~~with a10 ~~whole~~warrants ~~warrant~~ exercisable for one share of Combined Company Common Stock.
(6)	Excludes 5,566,667 private placements warrants that shall convert automatically, ~~into~~with a10 ~~whole~~warrants ~~warrant~~ exercisable for one share of Combined Company Common Stock.
(7)	Excludes 1100,000~~,000~~ Sponsor Earnout Shares. (as defined in the Business Combination Agreement)

Accounting Treatment of the Transaction

The Business Combination has been accounted for as a reverse recapitalization in accordance with U.S. GAAP because Stardust Power has been determined to be the accounting acquirer. Under this method of accounting, GPAC II, which is the legal acquirer, is treated as the accounting acquiree for financial reporting purposes and Stardust Power, which is the legal acquiree, is treated as the accounting acquirer for financial reporting purposes. Accordingly, the consolidated assets, liabilities and results of operations of Stardust Power has become the historical financial statements of the Post-Closing Company, and GPAC II’s assets, liabilities and results of operations has been consolidated with Stardust Power’s beginning on the Closing Date. For accounting purposes, the financial statements of the Combined Company represent a continuation of the financial statements of Stardust Power with the Business Combination being treated as the equivalent of Stardust Power issuing stock for the net assets of GPAC II, accompanied by a recapitalization. The net assets of GPAC II have been stated at historical cost and no goodwill or other intangible assets have been recorded. Operations prior to the Business Combination are presented as those of Stardust Power in future reports of the Combined Company.

Stardust Power was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

	●	Stardust Power shareholders have the majority voting interest in the Combined Company immediately after the Business Combination;

	●	Stardust Power’s operations prior to the acquisition comprise the only ongoing operations of the Combined Company;

	●	Stardust Power’s senior management comprise the senior management of the Combined Company;

	●	The Combined Company assumed Stardust Power’s name; and

	●	Stardust Power’s headquarters became the Combined Company’s headquarters.

Other factors were considered but they would not change the preponderance of factors indicating that Stardust Power is the accounting acquirer.

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of the Combined Company following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

7864

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2023

				Stardust Power Inc.			Actual redemption
	Global Partner Acquisition Corp II			(Inception March 16, 2023 to December 31, 2023)			Transaction Accounting Adjustments				Pro Forma Combined
Revenue		-			-			-				-
General and administrative expenses		5,230,000			2,675,698			6,180,712		DD, FF		14,086,410
Gain from settlement and release of liabilities		(2,961,000	)		-			-				(2,961,000	)
Income (loss) from operations		(2,269,000	)		(2,675,698	)		(6,180,712	)			(11,125,410	)
Other income (expense):
Income from cash and investments held in the trust account		2,278,000			-			(2,278,000	)	AA		-
Write-off contingent warrants associated with shares redeemed		130,000			-			-				130,000
Change in fair value of warrant liability		-			-			(2,792,240	)	CC		(2,792,240	)
Change in fair value of SAFE instruments		-			(212,200	)		212,200		BB		-
Change in fair value of equity notes		-			18,556			-				18,556
SAFE note issuance costs		-			(466,302	)		-				(466,302	)
Other transaction adjustments		-			(450,113	)		2,564,355		EE		2,114,242
Depreciation		-			-			-				-
Interest expense		-			(7,828	)		-				(7,828	)
Net unrealized (loss) gain on available-for-sale securities		-			-			-				-
Total other income (expense)		2,408,000			(1,117,887	)		(2,293,685	)			(1,003,572	)
Net income (loss)		139,000			(3,793,585	)		(8,474,397	)			(12,128,982	)
Basic and diluted				$	(04.433	)
Net income per Class A ordinary share - basic and diluted	$	0.0110
Net income per Class B ordinary share - basic and diluted	$	0.0110
Pro forma weighted average shares outstanding basic and diluted												414,~~694~~169,~~909~~490
Pro forma basic and diluted net (loss) per share											$	(02.299	)

7965

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year Ended December 31, 2024

							Actual redemption
	Global Partner Acquisition Corp II (Jan 1, 2024 to June 30, 2024)			Stardust Power Inc.			Transaction Accounting Adjustments				Pro Forma Combined
Revenue		-			-			-				-
General and administrative expenses		3,553,000			17,972,828			3,114,331		DD, FF		24,640,159
Settlement and release of liabilities		-			-			-				-
Income (loss) from operations		(3,553,000	)		(17,972,828	)		(3,114,331	)			(24,640,159	)
Other income (expense):
Income from cash and investments held in the trust account		488,000			-			(488,000	)	AA		-
Write-off contingent warrants associated with shares redeemed		-			-			-				-
Change in fair value of warrant liability		(1,569,000	)		(511,342	)		1,918,223		CC		(162,119	)
Change in fair value of SAFE instruments		-			(955,000	)		955,000		BB		-
Change in fair value of convertible notes		-			(471,400	)		471,400		BB		-
Change in fair value of equity investments		-			(322,134	)		-				(322,134	)
Change in fair value of sponsor earnout shares		-			4,076,200			528,000		GG		4,604,200
SAFE note issuance costs		-			-			-				-
Other transaction adjustments		-			-			2,564,355		EE		2,564,355
Interest income		-			10,838			-				10,838
Other income		-			21,970							21,970
Interest expense		-			(50,454	)		-				(50,454	)
Finance charges		-			(7,579,713	)		-				(7,579,713	)
Total other income (expense)		(1,081,000	)		(5,780,035	)		5,948,978				(913,057	)
Net income (loss)		(4,634,000	)		(23,753,863	)		2,834,647				(25,553,216	)
Basic and diluted				$	(05.555	)
Net income per Class A ordinary share - basic and diluted	$	(04.499	)
Net income per Class B ordinary share - basic and diluted	$	(04.499	)
Pro forma weighted average shares outstanding basic and diluted												424,~~821~~282,~~940~~194
Pro forma basic and diluted net (loss) per share											$	(06.600	)

8066

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The Business Combination has been accounted as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, GPAC II, who is the legal acquirer, is treated as the accounting acquiree for financial reporting purposes and Stardust Power, which is the legal acquiree, is treated as the accounting acquirer for financial reporting purposes.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. Release No. 33-10786 replaces existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and the option to present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management Adjustments”). Management has elected not to present Management Adjustment’s and has only presented Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

The pro forma adjustments reflecting the completion of the business combination and related transactions are based on currently available information and assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions based on information available to management at the current time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

They should be read in conjunction with the historical financial statements and notes of GPAC II and Stardust Power thereto.

2.	Accounting Policies

Management is undertaking a comprehensive review of GPAC II’s and Stardust Power’s accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Combined Company. Based on its initial analysis, management did not identify differences that would have a material impact on the unaudited pro forma condensed combined financial information.

3.	Transaction Accounting Adjustments

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2023

81AA. Reflects the elimination of interest income related to the GPAC II trust account, as the trust account is closed on closing of the Business Combination. BB. Reflects the adjustment to the fair valuation impact of SAFE notes, as it has been converted on closing of the Business Combination. CC. Reflects the adjustment for revaluation of 10,430,800 Public and Private Placement Warrants presented in GPAC II historical financial statements. DD. Reflects the issuance of the number of shares of Combined Company Common Stock, as consideration for the NRAs agreeing not to redeem or to reverse any redemption demands previously submitted in connection with the 2024 Extension Amendment Proposal, that will convert into an aggregate of 12,777 of the Combined Company at a fair value of $100.00 per share after the Closing as if the Business Combination is considered effective on January 1, 2023 for a total expense of $1,277,770. The shares are fully vested, nonforfeitable equity instruments upon issuance to NRA Stockholders and in connection with the January NRA that included no further obligation after entering into the NRA. Stardust Power recognized the issuance of the Combined Company Common Stock as general & administrative expense in accordance with ASC 718-10. EE. Reflects the adjustment for forgiveness of related party notes. FF. Reflects additional transaction costs of $4.9 million incurred by GPAC II.

AA. Reflects the elimination of interest income related to the GPAC II trust account, as the trust account is closed on closing of the Business Combination. BB. Reflects the adjustment to the fair valuation impact of SAFE notes, as it has been converted on closing of the Business Combination. CC. Reflects the adjustment for revaluation of 10,430,800 Public and Private Placement Warrants presented in GPAC II historical financial statements. DD. Reflects the issuance of the number of shares of Combined Company Common Stock, as consideration for the NRAs agreeing not to redeem or to reverse any redemption demands previously submitted in connection with the 2024 Extension Amendment Proposal, that will convert into an aggregate of 127,777 of the Combined Company at a fair value of $10.00 per share after the Closing as if the Business Combination is considered effective on January 1, 2023 for a total expense of $1,277,770. The shares are fully vested, nonforfeitable equity instruments upon issuance to NRA Stockholders and in connection with the January NRA that included no further obligation after entering into the NRA. Stardust Power recognized the issuance of the Combined Company Common Stock as general & administrative expense in accordance with ASC 718-10.

EE.	Reflects the adjustment for forgiveness of related party notes.
FF.	Reflects additional transaction costs of $4.9 million incurred by GPAC II.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2024.

AA. Reflects the elimination of interest income related to the GPAC II trust account, as the trust account is closed as of the Closing of the Business Combination. BB. Reflects the adjustment to the fair valuation impact of SAFE and convertible notes, as it has been converted upon the Closing the Business Combination. CC. Reflects the adjustment for revaluation of 10,430,800 Public and private placement warrants presented in GPAC II historical financial statements. DD Reflects the issuance of the number of shares of Combined Company Common Stock, as consideration for the NRAs agreeing not to redeem or to reverse any redemption demands previously submitted in connection with the 2024 Extension Amendment Proposal, that will convert into an aggregate of ~~127~~12,777 of the Combined Company at a fair value of $10.00 per share after the Closing as if the Business Combination is considered effective on January 1, 2023 for a total expense of $1,277,770. The shares are fully vested, nonforfeitable equity instruments upon issuance to NRA Stockholders and in connection with the January NRA that included no further obligation after entering into the NRA. Stardust Power recognized the issuance of the Combined Company Common Stock as general & administrative expense in accordance with ASC 718-10. EE. Reflects the adjustment for forgiveness of related party notes. FF. Reflects additional transaction costs of $1.8 million incurred by GPAC. GG. Reflects the adjustment for revaluation of sponsor earnout shares.

4.	Loss per Share

The table below illustrates the net loss per share attributable to common stockholders calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2023. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable in connection with the Business Combination have been outstanding for the entire period presented.

The unaudited pro forma condensed combined financial information has been prepared for the year ended December 31, 2023, and December 31, 2024:

	From March 16, 2023 (Inception) to December 31, 2023			Year ended December 31, 2024
Pro forma net loss	$	(12,128,982	)	$	(25,553,216	)
Weighted-average shares outstanding		414,~~694~~169,~~909~~490			424,~~821~~282,~~940~~194
Pro forma net loss per share, basic and diluted	$	(02.299	)	$	(06.600	)
Pro forma weighted-average shares calculation, basic and diluted:
Stardust Power rollover equity(1)		373,~~352~~735,~~164~~216			383,~~479~~847,~~195~~919
Non-Redemption Shares		~~127~~12,777			~~127~~12,777
GPAC II Public shareholders		~~137~~13,~~427~~742			~~137~~13,~~427~~742
PIPE Investors		1107,~~077,541~~754			1107,~~077,541~~754
Sponsor		3300,000~~,000~~			3300,000~~,000~~
		41,694,909			42,821,940
		4,169,490			4,282,194

The following outstanding shares of the Combined Company were excluded from the computation of pro forma diluted net loss per share because including them would have had an antidilutive effect for the year ended December 31, 2023, and December 31, 2024:

	From March 16, 2023 (Inception) to December 31, 2023		Year ended December 31, 2024
Public Warrants		4,864,133		4,864,133
Private Placement Warrants		5,566,667		5,566,667
Stardust Power earnout shares		5500,000~~,000~~		5500,000~~,000~~
Excluded Stardust Power rollover equity		3376,~~765,697~~569		3376,~~765,697~~569
Sponsor earnout shares		1100,000~~,000~~		1100,000~~,000~~
Other Shareholders		~~150~~15,000		~~150~~15,000
		20,346,497		20,346,497
		2,034,649		2,034,649

(1) Stardust Power rollover equity adjusted for 3376,~~765,697~~569 unvested shares, which relates to early exercised shares, which although considered an issued share and considered as part of the shares issued to Stardust shareholders, is not considered as an issued share for EPS computation purposes under ASC 260-10 and hence excluded from the calculation.

8368

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the “Business” section and our unaudited condensed consolidated financial statements for the ~~three~~nine ended ~~March~~September 3130, 2025, and 2024, our financial statements as of the years ended December 31, 2024, and December 31, ~~2024~~2023, and other information included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this prospectus. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period.

Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” or the “Company”, “Stardust” or “Stardust Power” refer to Stardust Power Inc. and its consolidated subsidiaries at or after the consummation of the business combination (the “Business Combination”). Terms otherwise not defined herein, have the meaning given to such terms in the Proxy Statement/Prospectus in the section titled “Certain Defined Terms” beginning on page iii thereof, and such definitions are incorporated herein by reference.

Company Overview and History

On December 5, 2022, Stardust Power LLC was organized as a limited liability company in the State of Delaware. On March 16, 2023, Stardust Power Operating Inc. (f/k/a Stardust Power Inc. prior to the consummation of the Business Combination, “Legacy Stardust Power”) was organized as a corporation in the State of Delaware with operations commencing on March 16, 2023. The ownership interests of Stardust Power LLC were subsequently transferred to Stardust Power Inc. On July 8, 2024, former Stardust Power Inc. was renamed Stardust Power Operating Inc.

Stardust Power is a U.S.-based development stage battery grade lithium manufacturer designed to foster clean energy independence for America. The Company is in the process of creating capacity to manufacture battery grade lithium ~~products,~~carbonate ~~primarily~~ for the electric vehicle (“EV”) and ~~market~~Energy Storage Systems (“ESS”) markets, by developing a large-scale lithium refinery in the United States. Stardust Power seeks to become a sustainable, cost-effective supplier of battery grade lithium ~~products~~carbonate, by its innovative approach in the development of a large central refinery optimized for multiple inputs of lithium brine inputs (the “Facility”) in Oklahoma.

Stardust Power intends to source lithium brine feedstock from various suppliers and may make investments upstream to secure additional feedstock. We seek to sell our products to EV manufacturers as our primary market, with potential applications in other areas such as battery manufacturers, the U.S. military, and original equipment manufacturers (“OEMs”).69

Stardust Power intends to source lithium chloride feedstock from various suppliers and may make investments upstream to secure additional feedstock. We seek to sell our products to EV manufacturers as our primary market, with potential applications in other areas such as battery manufacturers, the U.S. military, and original equipment manufacturers (“OEMs”).

Some of the key driving factors are the demand for battery grade lithium products, fueled largely by the demand and production of electric vehicles and automotive OEMs and battery manufacturers seeking domestic supply options, leading to demand for minerals used in battery cells, such as lithium, governmental incentives for American manufacturing and evolving geopolitical climate that is creating a national security priority for the U.S. market.

In February 2023, Stardust Power LLC received an illustrative incentive analysis for up to $257 million in performance-based incentives from the State of Oklahoma and potential federal incentives, which also contained potential for further eligible federal grants. The state incentives were based on initial job creation, equipment procurement, training and recruitment incentives, property tax exemptions, sales tax exemptions, and capital expenditure projections submitted to the Oklahoma Department of Commerce in the first quarter of 2023 and could be subject to changes as the Company would progress in setting up the Facility and commercial production of battery grade lithium in the future. These incentives may change based on the actual financial metrics of the Company in the future, which may be lower or higher.

Stardust Power believes that it is well poised to address these opportunities by emerging as a leading, fully integrated domestic lithium supplier, and contribute to restoring American energy independence, thereby bridging the gap in the domestic supply of battery grade lithium products.

Recent Developments

Purchase and Sale Agreement for Site

On January 10, 2024, Stardust Power entered into a purchase and sale agreement with the City of Muskogee to purchase the site in Southside Industrial Park, Muskogee, Oklahoma for a total of $1,662,030. On December 16, 2024, the agreement was finalized and the title to the land was transferred in the Company’s name.

Recent financing activity

On December 31, 2024, the Company entered into binding term sheets with certain investors ~~pursuant~~ to which the Company has agreed to sell, and the Investors have agreed to purchase, Company securities for an aggregate amount of $550,000 (the “Private Placement”). The proceeds of the Private Placement are expected to be used by the Company for capital expenditures, working capital and general corporate purposes. The Investors have agreed to purchase, and the Company has agreed to issue ~~and sell,~~ up to $550,000 in shares of Common Stock at a price equal to 95% of the closing bid price of the Common Stock on the last trading day prior to the closing date for the Private Placement. In addition, each Investor will receive warrants representing the right, exercisable within five years of the closing date, to purchase up to 50% of the shares of Common Stock purchased by such Investor in the Private Placement, with each ~~whole~~10 ~~warrant~~warrants exercisable for one share of Common Stock at an exercise price of $11115.5000. ~~The~~On ~~Company~~April ~~received proceeds of $425~~24,~~000~~ ~~in December 2024 and additional proceeds of $125,000 in January~~ 2025 from investors. The Company has accounted for this as Advance from PIPE investor for shares and warrants to be issued based on purchase agreement to be entered on the unaudited condensed consolidated balance sheet as of March 31, ~~2025~~ ~~and December 31, 2024. Subsequent to~~ the ~~quarter end, the~~ Company issued ~~128~~12,~~504~~850 shares of Common Stock and 64,251 Warrants to the investors.

On January 27, 2025, the Company consummated a public offering of 4479,~~792,000~~200 shares of ~~common~~Common ~~stock~~Stock and accompanying warrants to purchase up to 4479,~~792,000~~200 shares of Common ~~common~~Stock ~~stock~~ at a ~~combined~~ public offering price of $112.2000 per share and warrant, with an exercise price of $13.00 generating aggregate gross ~~proceeds~~ proceeds of approximately $5,750~~.000~~,400 before offering expenses. The common stock purchase warrants, exercisable at $1.30 per share and expiring five years from issuance, were issued under an effective registration statement on Form S-1 (File No. 333-284298), filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), that became effective on January 23, 2025.

On March 16, 2025, the Company entered into a letter agreement (the “Inducement Letter”) with a warrant holder (the “Exercising Holder”) providing for the immediate cash exercise of outstanding warrants to purchase 4,792,000 shares of the Company’s Common Stock at a reduced exercise price of $0.62 per share. In connection with such exercise, the Company agreed to issue new common stock purchase warrants (the “Inducement Warrants”) to purchase up to 9,584,000 shares of common stock at an exercise price of $0.70 per share, subject to shareholder approval and Nasdaq rules. The Company received gross proceeds of approximately $3 million on March 18, 2025, and intends to use the net proceeds for working capital and general corporate purposes. No exercises of the Inducement Warrants have occurred as of the date on which these unaudited condensed consolidated financial statements were available to be issued.

On March 16, 2025, the Company entered into a letter agreement (the “Inducement Letter”) with a warrant holder (the “Exercising Holder”) providing for the immediate cash exercise of outstanding warrants to purchase 479,200 shares of the Company’s Common Stock at a reduced exercise price of $6.20 per share, generating aggregate gross proceeds of approximately $2,971,040 before related expenses. In connection with such exercise, the Company issued new common stock purchase warrants (the “Inducement Warrants”) to purchase up to 958,400 shares of common stock at an exercise price of $7.00 per share, subject to shareholder approval and Nasdaq rules.

On June 18, 2025, the Company consummated a public offering of 2,150,000 shares of Common Stock at a public offering price of $2.00 per share, generating aggregate gross proceeds of approximately $4,300,000 before offering expenses. On June 25, 2025, the Company consummated the partial exercise of over allotment of the public offering, of 110,000 shares of Common Stock at a public offering price of $2.00 per share, generating additional aggregate gross proceeds of approximately $220,000 before offering expenses

On October 30, 2025, the Company entered into a Warrant Exchange Agreement with the Investor. Pursuant to the Exchange Agreement, the Investor agreed to irrevocably exchange all of its warrants to purchase shares of Common Stock, originally issued on March 16, 2025, representing the right to purchase an aggregate of 958,400 shares of Common Stock, for newly issued shares of common stock at an exchange ratio of 1.31 Warrant Shares for 1 share of Common Stock, resulting in the issuance to the Investor of 730,689 shares of Common Stock at closing.

On December 23, 2025, the Company entered into a Securities Purchase Agreement with Lind Global Asset Management XIII LLC (“Lind”). Upon simultaneous closing, the Company received gross proceeds of approximately $4.0 million in exchange for issuance to Lind of a Senior Secured Convertible Promissory Note in the amount of $4.8 million and a Common Stock Purchase Warrant, for the purchase of approximately 411,245 shares.

Recent Supply agreements

On October 20, 2025, the Company entered into a non-binding letter agreement with Prairie Lithium Limited (“Prairie”), an Australia-based company, for the supply of 6,000 metric tons per annum of lithium carbonate equivalent in the form of lithium chloride. The initial contract term would span 6 years starting from the date on which first commercial shipment is received by the Company, with the option for the Company to renew for two additional six-year terms.

On October 31, 2025, the Company entered into a non-binding letter agreement with Mandrake Resources Limited (“Mandrake”), an Australia-based company, for the supply of 7,500 metric tons per annum of lithium carbonate equivalent in the form of lithium chloride. The initial contract term would span 12 years starting from the date on which first commercial shipment is received by the Company, with the option for the Company to renew for an additional six-year term.

Engineering Agreement

On August 4, 2024, the Company entered into an engineering agreement (the “Primero Agreement”) with Primero USA, Inc. (“Primero”) pursuant to which Primero agreed to provide certain engineering, design and consultancy professional services, including to assist in procurement of major equipment, engage relevant third parties for construction and provide a Front End Loading-3 (“FEL-3”) report of the Company’s Lithium Facility at Southside Industrial Park in Muskogee, Oklahoma. The total amount due pursuant to the Primero Agreement, assuming full performance, is approximately $4.7 million, in the aggregate, subject to customary potential adjustments ~~and is due for completion in the first half of 2025~~.

8571

In August 2025, the Company announced the successful completion of the FEL-3 report. The report delivered an advanced design with key optimizations to improve efficiency, reduce costs, and strengthen overall project economics. According to the FEL-3 report, Phase 1 is planned at 25,000 metric tons per annum (mtpa) of battery-grade lithium, with estimated capital expenditures of approximately $500 million, at a 90% probability of achievement. This figure includes owner’s cost, contingency, and escalation. Construction is expected to take approximately 24 months from the start of major work to mechanical completion.

Investment in IRIS Metals Limited

In December 2024 Stardust Power subscribed to and purchased 10,000,000 ordinary shares (approximately 6% of the total equity) of IRIS Metals Limited (“IRIS Metals”), an Australian limited company whose ordinary shares are listed on the Australian securities exchange (“ASX”) for $1,600,000. This investment in the ordinary shares if IRIS Metals allows the Company to explore strategic partnership with, or investment in, IRIS Metals, including without limitation, a commercial off take arrangement for battery grade lithium production, financing or other investments in IRIS Metals or its affiliates. NoDuring ~~formal~~the ~~off~~nine ~~take~~months ~~agreement~~ended ~~has~~September ~~been~~30, ~~executed~~2025, asmanagement determined atthat ~~March~~a ~~31,~~strategic ~~2025. Further~~investment noin ~~material~~IRIS ~~expenses~~Metals ~~have~~was ~~been~~no ~~incurred~~longer ~~towards~~viable. ~~due~~As ~~diligence~~a ~~during~~result, the ~~year~~Company ~~ended~~sold ~~March~~all ~~31,~~its ~~2025~~investment in IRIS Metals for total proceeds of $570,255. The Company ~~neither~~recognized ~~has~~ a ~~controlling~~ ~~financial~~loss ~~interest~~on ~~nor~~sale ~~does~~of itinvestments ~~exercise~~of ~~significant~~$84,626 ~~influence~~and ~~over~~$179,805 ~~IRIS~~for ~~Metals.~~the ~~Accordingly~~three and nine months ended September 30, ~~the~~2025, ~~investment~~respectively. inThe ~~IRIS~~carrying ~~Metals ordinary~~amount of the shares ~~does~~sold ~~not~~was ~~result~~$750,060. inFollowing ~~either~~the sale, the ~~consolidation~~Company no orlonger ~~application~~holds ofany ~~equity~~investment ~~method~~in ofIRIS ~~accounting~~Metals ~~for~~as ~~the~~of ~~Company~~September 30, 2025.

Offtake and licensing agreements

On January 28, 2025, the Company entered into a non-binding letter agreement with Sumitomo, Corporations of America (“Sumitomo”), contemplating a long-term commercial offtake agreement, pursuant to which Sumitomo would agree to acquire 20,000 metric tons of lithium carbonate per year from the Company’s first line of production, with the potential to increase to 25,000 metric tons based on mutual agreement. The initial contract term would span 10 years starting from the date of the first qualification of the Company’s lithium carbonate for sale to any of Sumitomo’s customers, with an option for Sumitomo to renew for an additional five years under mutually agreed terms, provided written notice is given to the Company at least twelve months prior to the end of the initial term.

On February 7, 2025 (the “Effective Date”), the Company executed an exclusive license agreement (the “License Agreement”) with KMX. Under the terms of the License Agreement, KMX agreed to irrevocably license to the Company the use of KMX’s VMD Technology and associated processes and systems (including the KMX VMD Units) for the purpose of the Company’s use of the technology in its refining and upstream operations. Among other obligations set forth in the License Agreement, the Company shall be required to exclusively purchase all KMX VMD Units from KMX during the term of the License Agreement on the terms and conditions set forth therein. The License Agreement grants the Company the exclusive right to sub license, use, market, sell and operate KMX’s VMD Technology across the United States, Canada and select international markets. The Company agreed to pay KMX a royalty comprised of ~~500~~50,000 shares of Common Stock (the “Royalty Shares”). The securities are being offered and sold by the Company pursuant to an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Regulation D promulgated thereunder, as a transaction not involving a public offering. As on the ~~effective~~Effective ~~date~~Date of the ~~agreement~~License Agreement, the Company received the contractual right to access and purchase KMX VMD Units. NoOn ~~Common~~April ~~Stock has been issued as of March 31~~24, 2025. ~~The Company has a present obligation to issue~~ the ~~common~~Company ~~stock~~issued ~~as of the effective date and accordingly has recognized a liability of $343~~50,000 ~~and~~ ~~presented~~shares asof ~~other~~Common ~~long-term~~Stock ~~liability~~to ~~on the unaudited condensed consolidated balance sheet as on March 31~~KMX, ~~2025,~~ with a corresponding debit recorded as other long-term asset, until the license meets the recognition criteria for an intangible asset. ~~Subsequent to quarter end, the Company issued 500,000 shares of Common Stock to KMX.~~

Short-term loans

In December 2024, the Company entered into a binding term sheet (“Term Sheet”) with Endurance Antarctica Partners II, LLC (“Endurance”) a related party, providing for a loan (the “Loan”) in the aggregate principal amount of $1,750,000, bearing interest at a rate of 15% per year, and maturing in March 2025 (the “Maturity Date”). The Term Sheet contained customary representations and warranties and customary events of default. Pursuant to the Term Sheet, 5550,~~500,~~000 shares of Company’s Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In addition, the Company has agreed to issue to Endurance $3,500,000 in Common Stock as an Equity Kicker, with the price of each share being determined based on terms per the earlier to occur of (i) the consummation of a private placement offering of Company securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and (ii) the Maturity/ Repayment Date, provided that the minimum number of shares of Common Stock shall be no less than ~~500~~50,000 shares. In addition, Endurance will receive warrants representing the right, exercisable within five years of the closing date, up to 50% of Common Stock issued as Equity Kicker, with each ~~whole~~10 ~~warrant~~warrants exercisable for one share of of Common Stock at an exercise price of $11115.5000 in accordance with the Private Placement terms. During the ~~quarter~~nine months ended ~~March~~September 3130, 2025, the Company has fully repaid the principal amount, ~~and~~ the accrued interest. ~~Subsequent~~and ~~to the quarter end, the Company~~ issued the equity shares and warrants to Endurance ~~on April 24, 2025~~.

86In December 2024, the Company entered into binding term sheets (“Term Sheets”) with several lenders including DRE Chicago, LLC, a related party (collectively, the “Lenders”), providing for loans (the “Loans”) in the aggregate principal amount of $1,800,000, bearing interest at a rate of 15% per year, and maturing in March 2025 (the “Maturity Date”). The proceeds of the Loans are expected to be used by the Company for general corporate and working capital purposes. The Term Sheets contained customary representations and warranties and customary events of default. Pursuant to the Term Sheets, an aggregate of approximately 340,000 shares of Company’s Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In addition, the Company has agreed to issue to the Lenders an aggregate of $2,700,000 in common stock as an Equity Kicker, with the price of each share being determined based on terms per the earlier to occur of (i) the consummation of a private placement offering of Company securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and (ii) the Maturity/ Repayment Date, provided that the minimum number of shares of Common Stock issued to the Lenders shall be no less than an aggregate of 36,000 shares. In addition, the Lenders will receive warrants representing the right, exercisable within five years of the closing date, up to 50% of Common Stock issued as Equity Kicker, with each 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 in accordance with the Private Placement terms. During the nine months ended September 30, 2025, the Company has fully repaid the principal amount, the accrued interest and issued the equity shares and warrants to the Lenders.

In December 2024, the Company entered into binding term sheets (“Term Sheets”) with several lenders including DRE Chicago, LLC, a related party (collectively, the “Lenders”), providing for loans (the “Loans”) in the aggregate principal amount of $1,800,000, bearing interest at a rate of 15% per year, and maturing in March 2025 (the “Maturity Date”). The proceeds of the Loans are expected to be used by the Company for general corporate and working capital purposes. The Term Sheets contained customary representations and warranties and customary events of default. Pursuant to the Term Sheets, an aggregate of approximately 3,400,000 shares of Company’s Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In addition, the Company has agreed to issue to the Lenders an aggregate of $2,700,000 in Common Stock as an Equity Kicker, with the price of each share being determined based on terms per the earlier to occur of (i) the consummation of a private placement offering of Company securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and (ii) the Maturity/ Repayment Date, provided that the minimum number of shares of Common Stock issued to the Lenders shall be no less than an aggregate of 360,000 shares. In addition, the Lenders will receive warrants representing the right, exercisable within five years of the closing date, up to 50% of Common Stock issued as Equity Kicker, with each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 in accordance with the Private Placement terms. During the quarter ended March 31, 2025, the Company has fully repaid the principal amount and the accrued interest. Subsequent to the quarter end, the Company issued the equity shares and warrants to the lenders on April 24, 2025

Notices from Nasdaq

On March 18, 2025, wethe Company received a notice (the “MVPHS Notice”) from the Nasdaq that the Company was not in compliance with the continued listing standards set forth in Nasdaq Listing Rule 5450(b)(2)(C), as the Company’s market value of publicly held shares closed below $15,000,000 for the previous 30 consecutive business days. On ~~March~~September 1926, 2025, ~~we received a subsequent notice (~~the ~~“Minimum Bid Price Notice”) from the Nasdaq that the~~ Company was not in compliance with the continued listing standards set forth in Nasdaq Listing Rule 5450(a)(1), as the minimum bid price of the Company’s Common Stock closed below $1.00 per share for the previous 30 consecutive business days. On April 3, 2024, we received ~~a subsequent~~ notice ~~(the “MVLS Notice”)~~ from ~~the~~ Nasdaq that the Company ~~was~~has ~~not~~regained in compliance with the continued listing standards set forth in Nasdaq Listing Rule 5450(b) (2)(AC)~~, as the market value of the Company’s listed securities fell under $50 million for the previous 30 consecutive business days~~. ~~The MVPHS Notice, Minimum Bid Price Notice and MVLS Notice have no present impact on the listing of the Company’s securities on the Nasdaq Global Market.~~

~~Under~~On ~~Nasdaq~~March ~~Listing~~19, ~~Rule 5810(c)(3)(A)~~2025, the Company ~~has~~received a ~~period~~subsequent ofnotice ~~180~~(the ~~calendar~~“Minimum ~~days,~~Bid orPrice ~~until~~Notice”) ~~September~~from ~~15,~~the ~~2025,~~Nasdaq tothat ~~regain~~the ~~compliance with~~Company ~~the~~was ~~Minimum~~not ~~Price~~in ~~Rule. To regain~~ compliance with the ~~Minimum~~continued ~~Price~~listing ~~Rule,~~standards ~~during~~set ~~the~~forth ~~180-day~~in ~~compliance~~Nasdaq ~~period~~Listing Rule 5450(a)(1), as the minimum bid price of the Company’s ~~listed~~Common ~~securities~~Stock ~~must~~closed ~~close~~below at $1.00 per share ~~or more~~ for athe ~~minimum~~previous of30 10 consecutive business days. On September 26, 2025, the Company received notice from Nasdaq that the Company has regained compliance with the continued listing standards set forth in Nasdaq Listing Rule 5450(a)(1).

ToOn ~~regain~~April ~~compliance~~3, ~~with~~2025, the ~~MVPHS~~Company ~~Rule,~~received ~~during~~a subsequent notice (the ~~180-day~~“MVLS Notice”) from the Nasdaq that the Company was not in compliance with ~~period~~the continued listing standards set forth in Nasdaq Listing Rule 5450(b)(2)(A), as the market value of ~~publicly~~the ~~held~~Company’s ~~shares~~listed securities ~~must~~fell ~~close~~under at $~~15,000,000 or~~50 ~~more~~million for athe ~~minimum~~previous of30 10 consecutive business days. IfOn ~~compliance~~October is1, ~~not~~2025, ~~achieved~~the Company received a delisting notice from the Nasdaq due to failure to regain compliance with ~~both~~the ~~rules~~Nasdaq byListing ~~September~~Rule 155450(b)(2)(A). On October 8, 2025, ~~Nasdaq~~the ~~will~~Company ~~provide~~requested ~~written~~a ~~notification~~hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal the delisting determination. Subsequently, pursuant to an application made by the Company ~~that~~to ~~its~~transfer to the Nasdaq Capital Market and based on market value of Company listed securities being ~~are~~above ~~subject~~$35 tomillion ~~delisting.~~for Ata ~~such~~sustained period of time, on October 27, 2025, the Company ~~may~~received ~~appeal~~notice from the ~~delisting~~Nasdaq that the application ~~determination~~for the transfer to athe ~~Hearings~~Nasdaq ~~Panel~~Capital Market has been approved and consequently the above mentioned non-compliance has been cured.

Separately, the Company has a period of 180 calendar days, or until September 30, 2025, to regain compliance with the MVLS Rule. To regain compliance with the MVLS Rule, during this 180-day compliance period, the market value of the Company’s listed securities must close at $50,000,000 or more for a minimum of 10 consecutive business days. If compliance is not achieved with this rule by September 30, 2025, Nasdaq will provide written notification to the Company that its securities are subject to delisting. At such time, the Company may appeal the delisting determination to a Hearings Panel.73

87Reverse Stock Split

On September 3, 2025, the Company filed a certificate of amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of Common Stock. The Company’s stockholders previously approved the Reverse Stock Split at the Company’s annual meeting of stockholders held on June 9, 2025 and granted the board of directors the authority to determine the exact split ratio and when to proceed with the Reverse Stock Split. The Reverse Stock Split became effective on September 8, 2025, and the Common Stock begin trading on the Nasdaq Global Market on a Reverse Stock Split-adjusted basis on September 8, 2025 at market open. The Reverse Stock Split did not decrease the number of authorized shares of Common Stock and preferred stock or otherwise affect the par value of the Common Stock. No fractional shares were issued in connection with the Reverse Stock Split and any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole share. Stockholders who were otherwise entitled to receive fractional shares as a result of the Reverse Stock Split were paid cash in lieu thereof. As a result of the Reverse Stock Split, shares of Common Stock, outstanding warrants, stock options, and restricted stock units were proportionately decreased (and the respective per share value and exercise prices, if applicable, were proportionately increased) (see Note 2, Basis of Presentation and summary of significant accounting policies in the notes to unaudited condensed consolidated financial statements included elsewhere in this prospectus).

Key Factors Affecting Our Performance

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from other lithium ~~brine~~carbonate ~~and other brine~~ producers, changes to existing federal and state level incentive framework, changes in regulations, and other factors discussed under the section titled “Risk Factors” in our Annual Report on Form 10-K, Quarterly Report on Form 10-Q and this prospectus. We believe the factors described below are key to our success.

Commencing Commercial Operations

WeThe ~~are~~Company is a development stage company, and ~~have~~has purchased the site in Southside Industrial Park, Muskogee, Oklahoma. ~~The~~We ~~critical~~have ~~issue analysis,~~completed ~~phase~~a Inumber ~~ESA,~~of ~~geotechnical~~required ~~study,~~site assessments and ~~readiness~~technical ~~assessment~~studies, ofincluding the ~~site~~critical inissue ~~Southside~~analysis, ~~Industrial~~Phase ~~Park,~~I ~~Muskogee~~ESA, ~~Oklahoma~~geotechnical ~~has been conducted~~study, FEL-1 study and weFEL-3 study. Additional studies may be required toas ~~conduct~~the ~~other~~project ~~relevant studies~~progresses.

The project required evaluation for certain federal, state, and local permits. State permitting focuses on air emissions, wastewater, and stormwater permits. Federal permitting focuses on possible cultural, biological, and natural resources and threatened/endangered species impacts. The Company has submitted the required air emissions permit application to the Oklahoma Department of Environmental Quality and received notification that such permit is declared administratively complete and is now under technical review. The Company does not require a wastewater permit for the facility since no wastewater will be discharged and has received its stormwater permit during the year.

Stardust Power is developing a large central refinery in a phased approach. The first phase is the construction of a production line with up to 25,000 metric tons per annum (“tpa”). The second phase is to add a second production line with up to 25,000 tpa, to create a total capacity of up to 50,000 tpa.

A technological innovation of Stardust Power’s planned refinery is the ability for the Facility to refine different sources of lithium ~~brine~~chloride inputs derived from lithium brines. The Facility is being designed to accept lithium ~~brines~~chloride, of a certain approved chemical composition. It is Stardust Power’s intention that the Facility will be able to dilute and pre-treat feedstock as necessary, to ensure that various lithium feedstock can be blended, in order to produce a consistent feedstock. Stardust Power’s strategy is to differentiate itself by screening for a broader set of contaminants, in comparison to other lithium refineries.

Partnership Ecosystem

Our success will depend on whether we can execute and expand our ecosystem of commercial arrangements with additional suppliers of brine and executing agreements with them at favorable terms. The availability of ~~brine~~lithium chloride for the purpose of extracting lithium is still in a nascent stage and we would require access to multiple sources as we start commercial production and grow our business. Our ~~management~~ management team frequently evaluates current and future sources of supplies for reliability of supply and geographic locations for logistics ~~and~~ and cost efficiency. We would also have to maintain technology arrangements with existing strategic affiliations on whose patented and ~~proprietary~~ proprietary processes we depend on, as well as forge new technology affiliations as exploration, extraction and purification processes evolve, to obtain raw materials required to manufacture high-quality lithium suitable for consumption by the EV industry, and other potential usages. These affiliations will enable us to refine and sell battery grade lithium at competitive prices, which in turn helps secure the growth and profitability of our business operations in the long term.

Adequate Capital Raise

The success of our refinery’s activities relating to producing battery grade lithium from ~~brine~~lithium chloride and the success of our ability to obtain relevant permits in a timely manner require significant capital investment and financing to fund the initial investment in all aspects of setting up the operations, and may subsequently be impacted by our operating losses, competition from substitute products and services from larger companies, protection of proprietary technology of our strategic partners, and dependence on key individuals.

Our unaudited condensed consolidated financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not earned any revenue and has been operating at a loss since inception. The Company has an accumulated deficit and stockholders’ deficit. We believe that the cash on hand and additional investments available through issuance of new Common Stock will be inadequate to satisfy the Company’s working capital and capital expenditure requirements for at least the next twelve months. These conditions raise substantial doubt about our ability to continue as a going concern for one year from the issuance of these unaudited condensed consolidated financial statements. As a development stage company, Stardust Power needs to raise additional capital to realize its business objectives. Our long-term success and ability to continue as a going concern is dependent upon our ability to successfully raise additional capital or financing, or successfully enter into strategic partnerships. Until commercial production is achieved from our planned operations, we will continue to incur operating and investing net cash outflows associated with, among other things, maintaining and acquiring exploration properties and undertaking ongoing exploration activities.

Limited Operating History

We have a limited operating history and there is limited historical financial information upon which to base an evaluation of our performance. Our business and financial condition must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operation.

Key Business Metrics, Non-GAAP Measure

Since we have yet to start the construction of our Facility and associated commercial production, we do not have financial information on key business metrics. However, based on our experience and industry knowledge, we expect the following would be key business metrics:

●	*Raw Material Cost/ton*: This includes the input cost of lithium chloride for the plant. As this may be obtained from various sources, the weighted average cost will be calculated to arrive at the raw material cost per ton and reflects the Company’s ability to procure high-quality raw materials at an appropriate price. The weighted average method also helps in calculating the gross margin on a per-ton basis. The technology implemented and the efficiency of the operations are also reflected on the gross margin per ton.

●	*Selling Price/ton*: This multiple is driven by the demand and supply of the lithium price as well as the efficient operations of the plant. The computation of the selling price may be based on the output sold per long-term contract, which is expected to have a floor and a cap, as well as the spot price on the date of placing a purchase order by the customer, with the Company and the customer sharing the difference between the floor and spot price.

●	*Capex/ton*: This reflects the Capex incurred on a per-ton basis. It includes both direct and indirect costs. It also has contingency costs built in for any impact on Capex, to account for unforeseen events. The key is to optimize plant efficiency in long-term operations with the appropriate technology and set-up.

●	*Opex/ton*: This includes the ongoing expenses incurred from the day-to-day running of the operations. It helps in measuring how much profit a company makes on a dollar of sales after paying for variable costs of production, such as wages and raw materials, but before paying interest or tax. The lower multiple reflects the efficient functioning of the management.

●	*Capacity Utilization*: This measures how much output a plant is producing, compared to its maximum potential output, which is dependent on two key factors: (a) design capacity, which impacts the operational efficiency of the plant, and (b) the plant’s downtime for its maintenance. Timely maintenance is also the key to running any efficient operations.

Further, since we are yet to generate revenue, non-GAAP measures such as EBITDA and EBITDA margins, cannot be captured currently, but will be stated once we have commenced commercial production and selling of battery grade lithium to our intended customers.

Business and Macroeconomic Conditions

Our business and financial condition has been, and we believe will continue to be, impacted by adverse and uncertain macroeconomic conditions and events, including higher inflation, higher interest rates, supply chain and logistics challenges, banking crises, and fluctuations or volatility in capital markets.

Components of Results of Operations

Revenue

We have not generated any revenue to date. We expect to generate a significant portion of our future revenue from the sale of battery grade lithium primarily to the EV market. We expect that we will enter into long-term contracts (typically 10 years), driven by industry dynamics of the EV industry, with a pricing structure at cap and ceiling, and sharing of variable price between customers and the Company.

Cost of Goods Sold

We have not sourced any raw material to date. We expect to source brine from lithium producing suppliers including the oil and gas industry as a byproduct of their exploration and extraction processes. We are in the process of negotiating with multiple suppliers for brine feedstock, including producers from the oil and gas industry. The length, tenure and pricing of these contracts will depend largely on the type of supply and is expected to vary from supplier to supplier.

Expenses

General and administrative

General and administrative expense consists of costs to maintain our daily operations and administer the business that are not directly attributable to generating revenue or cost of goods or raw material. These consist primarily of consulting services (including advisory services for organization setup and administrative related services from contractors, consultants), professional services such as accounting advisory, statutory auditor fees, technical consultants, and business consulting, as well as personnel related expenses (including stock based compensation), legal and book-keeping services, insurance expenses (including director and officer’s insurance), investor relations activities and marketing expenses. We expect our general and administrative expenses will increase in absolute dollars over time as we continue to invest in initially setting up our Facility, hire additional employees, and subsequently invest in the growth of our business and incur costs associated with being a publicly traded company with respect to compliance with the regulations of the SEC and the Nasdaq ~~Global~~Capital Market.

Other Income (Expenses)

Interest income

Interest income is comprised of interest earned on promissory notes. During the year 2024, the Company issued promissory notes of $176,000 and $316,000 to IGX Minerals LLC and IG Lithium LLC respectively. These notes carry an interest rate of 6% with maturity date of February 28, 2025, and July 1, 2025, respectively. The Company is actively negotiating the terms for repayment of the promissory note issued ~~to IGX~~ and is evaluating multiple options including a possible strategic investment.

Interest expense

Interest expense is comprised of interest payable on the ~~Insurance~~insurance ~~Funding~~funding loans and short-term loans.

The Company entered into a financing agreement of $~~510~~407,~~000~~500 for the purchase of aan ~~director and officer’s~~ insurance policy with AFCO Insurance Premium Finance in August ~~2024~~2025. The Company made a downpayment of $4470,~~162~~256, which was applied to the loan amount at the time of the loan agreement. The debt is payable in monthly ~~installments~~instalments of $4435,~~162~~125 ~~per~~each ~~month~~ for 1110 months. Payments include a stated interest rate of 87.465% and are secured against a lien on the insurance policy.

The Company entered into a financing agreement of $510,000 for the purchase of a director and officer’s insurance policy with AFCO Insurance Premium Finance in 2024. The Company made a downpayment of $44,162, which was applied to the loan amount at the time of the loan agreement. The debt is payable in monthly instalments of $44,162 per month for 11 months. Payments include a stated interest rate of 8.46% and are secured against a lien on the insurance policy.

The Company issued a Term Sheet to Endurance in the aggregate principal amount of $1,750,000, bearing interest at a rate of 15% per year, and maturing in March 2025.

The Company issued Term Sheets to several lenders, providing for loans in the aggregate principal amount of $1,800,000, bearing interest at a rate of 15% per year, and maturing in March 2025.

Interest expense for the three months ended ~~March~~September 3130, 2024 included interest on a Legacy Stardust Power financing agreement of $80,800 for ~~the~~ the purchase of an insurance policy with First Insurance Funding. Payments include a stated interest rate of 8.25% and are secured against a lien on the insurance policy. The debt was fully paid off as of ~~March~~September 3130, 2025.

Finance charges

Finance charges includes the change in fair value of the Company’s make-whole provision related to the Common Stock Purchase Agreement determined based on the closing price of the Company’s Common Stock, as reported on the Nasdaq Capital Market and the costs incurred on sale of common stock pursuant to the Common Stock Purchase Agreement.

Change in fair value of investment in equity securities

Change in fair value of investment in equity securities relates to movements in fair value of investment in equity securities of strategic investments such as the investment in QXR and IRIS Metals, that need to be recorded in the consolidated statements of operations for each reporting period, based on readily available quoted prices for such investment.

Change in fair value of SAFE notes and convertible notes

Change in fair value of SAFE notes and convertible notes relates to movements in fair value of SAFE notes and convertible notes that have been classified as liability instruments in the financial statements, which need to be recorded in the statement of operations for each reporting period, based on third party valuations carried out at period end. Upon consummation of the Business Combination on July 8, 2024, the SAFE notes and convertible notes were converted into ~~Common~~common ~~Stock~~ stock of the Company and hence the balance is $Nil in the unaudited condensed balance sheet as of ~~March~~September 3130, 2025, and December 31, 2024.

Change in fair value of sponsor earnout shares

Change in fair value of sponsor earnout shares relates to movements in fair value of earnout shares issued to the Sponsor which have been classified as liability instruments in the financial statements, that need to be recorded in the unaudited condensed consolidated statement of operations for each reporting period, based on third party valuations carried out at period end.

Change in fair value of warrant liability

Change in fair value of warrant liability relates to movements in fair value of Public Warrants and Private Warrants which have been classified as liability instruments in the financial statements, that need to be recorded in the unaudited condensed consolidated statement of operations for each reporting period, based on fair value at period end.

Provision for income taxes

We are constituted as a Delaware corporation and are subject to U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax law.

91Loss on sale of investments in equity securities

Loss on sale of investment in equity securities relates to realized loss on sale of investment in equity securities of IRIS Metals. The sale was made in response to evolving market conditions and liquidity needs.

Loss on write off promissory notes and deposit

Loss on write off promissory notes and deposit relates to write-off of a promissory note and deposit made in connection with a previously contemplated strategic partnership with IGX and Usha Resources. The likelihood of entering into definitive agreements with them had diminished significantly during the quarter and based on an updated assessment these amounts were deemed uncollectible.

Results of Operations

The following table sets forth our unaudited condensed statements of operations information for the period indicated:

	Three Months Ended									Nine Months Ended
	March 31, 2025			March 31, 2024			Changes
	September 30, 2025			September 30, 2024			Changes			September 30, 2025			September 30, 2024			Changes
Revenue		-			-			-			-			-			-
General and administrative expenses		53,~~748~~825,~~648~~671			18,~~235~~980,~~366~~965			4(5,~~513~~155,~~282~~294	)		12,610,666			11,483,389			1,127,277
Operating loss		(5,748,648	)		(1,235,366	)		(4,513,282	)
Operating Loss		(3,825,671	)		(8,980,965	)		5,155,294			(12,610,666	)		(11,483,389	)		(1,127,277	)
Other income (expenses)																	-
Interest income		~~7,279~~4			-3,397			7(3,~~279~~393	)		12,014			3,397			8,617
Interest expense		(~~107~~11,~~841~~290	)		(18,~~289~~558	)		(~~106~~2,~~552~~732	)		(177,222	)		(10,637	)		(166,585	)
Finance charge		(~~198~~54,~~422~~752	)		-			(~~198~~54,~~422~~752	)		(273,871	)		-			(273,871	)
Change in fair value of earnout shares		~~528,000~~-			-1,636,100			~~528~~(1,~~000~~636,100	)		528,000			1,636,100			(1,108,100	)
Change in fair value of warrant liability		1(511,~~699,177~~109	)		-(2,753,964	)		12,~~699~~242,~~177~~855			1,660,583			(2,753,964	)		4,414,547
Change in fair value of investment in equity securities		1027,~~755~~680			~~(54~~11,~~658~~678	)		6516,~~413~~002			(700,454	)		(150,994	)		(549,460	)
Change in fair value of SAFE notes		-			(107,900	)		107,900
Change in fair value of convertible equity		-			-			-			-			(471,400	)		471,400
Total other income (expenses)		1,938,948			(163,847	)		2,102,795
Change in fair value of SAFE notes		-			-			-			-			(955,000	)		955,000
Net loss		(3,809,700	)		(1,399,213	)		(2,410,487	)
Loss on write off of promissory note and deposit		-			-			-			(232,481	)		-			(232,481	)
Loss on sale of investment un equity securities		(84,626	)		-			(84,626	)		(179,805	)		-			(179,805	)
Total other expenses		(634,093	)		(1,111,347	)		477,254			636,764			(2,702,498	)		3,339,262
Net Loss		(4,459,764	)		(10,092,312	)		5,632,548			(11,973,902	)		(14,185,887	)		2,211,985

Revenues

We have not earned any revenue since inception.

Cost of Goods Sold

We did not manufacture any products, and hence did not incur any direct costs related to production or carrying inventory, since inception.

General and Administrative Expenses

General and administrative expenses primarily attributable to fees for professional and consulting fees, mainly comprising marketing advisory services and other consulting, legal services and advisory services with respect to the Company’s organization, fees for strategic investments evaluation and employee related compensation expenses representing base salary, benefits and stock based compensation expense. The details of these expenses are as follows:

	Three months ended							Nine months ended
	March 31, 2025		March 31, 2024		Changes
	September 30, 2025		September 30, 2024		Changes			September 30, 2025		September 30, 2024		Changes
Professional and consulting fees		1,222,673		523,624		699,049
Payroll and related taxes		2,938,743		6,654,718		(3,715,975	)		9,702,403		7,727,767		1,974,636
Legal fees		212,935		84,653		128,282
Professional and consulting fees		366,559		1,393,753		(1,027,194	)		704,116		2,238,744		(1,534,628	)
Payroll and related taxes		3,556,648		470,853		3,085,795
Legal fees		222,953		384,270		(161,317	)		702,615		581,835		120,780
Insurance		~~145~~122,~~038~~721		26166,~~994~~724		~~118~~(44,~~044~~003	)		414,177		220,713		193,464
Marketing and events		315,326		11,356		303,970
Other		174,695		381,500		(206,805	)		1,087,355		714,330		373,025
Other		296,028		117,886		178,142
Total		3,825,671		8,980,965		(5,155,294	)		12,610,666		11,483,389		1,127,277
Total		5,748,648		1,235,366		4,513,282

For the three months ended ~~March~~September 3130, 2025, general and administrative expenses ~~increased~~decreased compared to the three months ended ~~March 31~~September 30, 2024,. The decrease was primarily ~~due~~ attributable to ~~higher~~lower employee -related costs, ~~driven~~including bya anreduction ~~increase~~ in stock -based compensation expense. ~~and~~The ~~increase~~prior inyear ~~number~~was ofhigher ~~employees,~~due ~~increase in~~to ~~legal~~catch ~~fees,~~up ~~professional~~stock-based ~~and~~compensation ~~consulting~~expense ~~fees~~recognized ~~including~~related ~~stock~~to ~~based~~the ~~compensation~~consummation ~~expense~~of ~~for~~the ~~consultants,~~business combination. ~~accounting~~In ~~advisory~~addition, ~~statutory auditor~~professional and consulting fees, ~~technical~~as ~~consultants~~well ~~and~~as ~~business~~other ~~consulting~~administrative ~~and~~expenses, anwere ~~increase~~lower in ~~marketing,~~the ~~conferences~~current ~~and~~period compared ~~events~~to ~~expenses~~the ~~and~~prior ~~other~~year ~~administrative expenses~~due to incremental costs incurred in ~~line~~connection with ~~growth~~the inbusiness ~~operations~~combination.

92For the nine months ended September 30, 2025, general and administrative expenses increased compared to the nine months ended September 30, 2024. The increase was primarily driven by higher employee-related costs due to additional headcount, as well as increased legal, insurance, and other administrative expenses associated with the Company’s expanded operations. These increases were partially offset by lower professional and consulting fees, primarily reflecting a reduction in stock-based compensation expense for consultant due to forfeitures during the period.

Other Income (Expenses)

Interest income

For the three~~-month~~ ~~period~~months ended ~~March~~September 3130, 2025, ~~the Company recorded~~ interest income ofdecreased by $73,~~279~~393, compared to ~~$Nil for~~ the ~~same~~prior ~~period in 2024. The increase of $7~~year,~~279~~ isprimarily ~~attributable~~driven toby interest earned on promissory notes issued during August 2024 which matured on July 1, 2025.

For the nine months ended September 30, 2025, interest income increased by $8,617, compared to prior year primarily attributable to interest earned in the current year for promissory notes issued during August 2024.

Interest expense

For the three and nine months ended ~~March~~September 3130, 2025, interest expenses increased by $2,732 and $166,585 respectively, compared to ~~three~~the prior ~~months~~year. ~~ended~~The ~~March~~increase ~~31,~~was ~~2024~~ primarily due to interest expense incurred on the financing agreement ~~for~~related ~~the~~to ~~Company’s purchase of~~ directors and officers and other insurance policies. ~~Additionally,~~and ~~the Company entered into~~ finance agreements for short-term loans with various lenders during December 2024~~, resulting in an increase in interest expense of $106,552~~. ~~The Company had only a director and officer’s insurance financing agreement taken in November 2023 during the comparative prior period.~~

Finance charges

~~Finance~~For ~~charges for~~ the three and nine months ended ~~March~~September 3130, 2025, ~~amounted to $198,422, compared to $Nil~~ finance charges ~~during~~increased ~~the~~by ~~three months ended March 31~~$54,752 ~~2024.~~and ~~Finance charges for the three months ended March 31~~$273,871, ~~2025~~respectively, primarily ~~comprise~~due of to the change in fair value of the Company’s make-whole provision related to the Common Stock Purchase Agreement. The Company did not have any such expense in the prior year.

Change in fair value of investment in equity securities

For the three~~-month~~ ~~period~~and nine months ended ~~March~~September 3130, 2025, the ~~Company recognized an increase of $10,755 in the~~ fair value of ~~its~~ investment in equity securities, ~~compared~~increased toby a$16,002 ~~decrease~~and ofdecreased by $54549,~~658~~460, ~~for~~compared to the ~~three-month~~prior ~~period ended March 31~~year, ~~2024. The net change of $65~~respectively,~~413~~ is primarily ~~attributable~~ due to fluctuations in the ~~quoted~~fair ~~market~~value ~~prices~~ of ~~the Company’s~~ investments in QXR and IRIS Metals, based on readily available quoted market prices for these investments.

Change in fair value of SAFE notes

For the three and nine months ended ~~March~~September 3130, 2025, the Company did not recognize any change in the fair value of SAFE notes, compared to a loss of $~~107,900~~Nil ~~for~~and ~~the three months ended March 31, 2024. The variance of~~ $~~107~~955,~~900~~000 isfor ~~due~~the tocomparable ~~changes~~period in ~~estimates related to inputs used in~~ the ~~valuation~~prior ~~of SAFE notes~~year, ~~which have been classified as liability instruments, based on third party valuations, prior to the conversion of the instruments into Common Stock~~respectively. The SAFE notes, which had previously been classified as liability instruments, were converted to equity following the consummation of the Business Combination with GPAC II on July 8, 2024. The Company had not issued any such SAFE notes post ~~business~~Business ~~combination~~Combination consummation.

Change in fair value of convertible notes

For the three and nine months ended September 30, 2025, the Company did not recognize any change in the fair value of convertible notes, compared to a loss of $Nil and $471,400 for the comparable period in the prior year, respectively. The convertible notes, which had previously been classified as liability instruments, were converted to equity following the consummation of the Business Combination with GPAC II on July 8, 2024. The Company had not issued any such convertible notes post Business Combination consummation.

Change in fair value of earnout shares

~~The~~For ~~income~~the ~~from~~three ~~change~~and innine months ended September 30, 2025, the fair value of earnout shares ~~increased~~decreased by $~~528~~1,~~000~~636,100 ~~for~~and ~~the~~$1,108,100, ~~three~~compared to ~~months~~the ~~ended~~prior ~~March 31~~year, ~~2025~~respectively, ~~related~~primarily due to ~~movements~~ fluctuations in the fair value of earnout shares issued to the ~~Sponsor~~sponsor. The earnout shares have been classified as liability instruments in the financial statements, and the fair value adjustment is recorded in the unaudited condensed consolidated statement of operations for each reporting period, based on third party valuations carried out at period end. ~~The Company had not issued any such earnout shares in the comparative period.~~

Change in fair value of warrant liability

Change in fair value of warrant liability ~~which~~ was an increase in income of $12,~~699~~242,~~177~~855 and $4,414,547 for the three and nine months ended ~~March 31~~September 30, 2025, respectively, compared to the prior year. This relates to movements in fair value of Public and Private Warrants which have been classified as liability instruments in the financial statements, that need to be recorded in the unaudited condensed consolidated statement of operations for each reporting period, based on fair value at period end. ~~The Company had not issued any such warrants in the comparative period.~~

93Loss on sale of investments in equity securities

For the three and nine months ended September 30, 2025, the Company recorded a loss of $84,626 and $179,805 in connection with the sale of investment in equity securities. These securities were originally acquired as part of a broader investment strategy but were sold during the quarter in response to evolving market conditions and liquidity needs. The loss reflects the decline in market value relative to the carrying amount at the time of sale. The Company had not sold any investment in equity securities in the prior year.

Loss on write off promissory notes and deposit

For the three and nine months ended September 30, 2025, the Company recorded a loss of $Nil and $232,481 related to the write-off of a promissory note and deposit associated with a previously contemplated strategic partnership with IGX and Usha Resources. The arrangement was terminated during the period, and based on an updated assessment these amounts were deemed uncollectible. Accordingly, the full balance was written off and recognized as a non-operating loss. No such write off was noted in the prior year.

Tax expenses

For the three and nine months ended ~~March~~September 3130, 2025, and 2024 the tax expense is $Nil, due to net losses incurred during these periods. We do not carry any deferred tax assets on the balance sheet as at ~~March~~September 3130, 2025 and December 31, 2024, primarily due to net operating loss ~~carryforwards~~ carry forwards resulting from historically incurred net operating losses and full valuations allowance of those losses, as our ability to realize future tax benefits related to these assets is largely dependent upon operational profitability, which is uncertain. As a result of this uncertainty, we have established a full valuation allowance, and have not recognized a net provision or benefit for income taxes in the periods reported.

Net loss

For the three and nine months ended ~~March~~September 3130, 2025, the Company incurred a net loss of $4,459,764 and ~~March~~$11,973,902 31respectively and for the three and nine months ended September 30, 2024, the Company incurred a net loss of $310,~~809~~092,~~700~~312 and $114,~~399~~185,~~213~~887 respectively. ~~Since~~ Since the Company is yet to start commercial production of battery grade lithium, the operating expenses are expected to increase, as the Company starts to recruit more personnel to perform general operational tasks and set up the Facility and execute supply agreements.

Results of Operations

The following table sets forth our consolidated statements of operations information for the period indicated:

	Year Ended			Period from March 16, 2023 (inception) through
	December 31, 2024			December 31, 2023			Changes
Revenue	$	-		$	-		$	-

General and administrative expenses	$	17,972,828		$	2,675,698		$	15,297,130
Operating Loss	$	(17,972,828	)	$	(2,675,698	)	$	(15,297,130	)
Other income (expenses)
SAFE note issuance costs		-			(466,302	)		466,302
Other transaction costs		-			(450,113	)		450,113
Interest income		10,838			-			10,838
Interest expense		(50,454	)		(7,828	)		(42,626	)
Finance charge		(7,579,713	)		-			(7,579,713	)
Change in fair value of sponsor earnout shares		4,076,200			-			4,076,200
Change in fair value of warrant liability		(511,342	)		-			(511,342	)
Change in fair value of investment in equity securities		(322,134	)		18,556			(340,690	)
Change in fair value of convertible notes		(471,400	)		-			(471,400	)
Change in fair value of SAFE notes		(955,000	)		(212,200	)		(742,800	)
Other income		21,970			-			21,970
Total other expenses	$	(5,781,035	)	$	(1,117,887	)	$	(4,663,148	)

Net Loss	$	(23,753,863	)	$	(3,793,585	)	$	(19,960,278	)

Legacy Stardust Power was incorporated on March 16, 2023, hence the period from March 16, 2023 (inception) to December 31, 2023, is not comparable to the year ended December 31, 2024.

Revenues

We have not earned any revenue since inception.

Cost of Goods Sold

We did not manufacture any products, and hence did not incur any direct costs related to production or carrying inventory, since inception.

General and Administrative Expenses

General and administrative expenses are primarily attributable to fees for professional consulting fees, mainly comprising formation and organization structure, advisory marketing advisory services and other consulting, legal services and advisory services with respect to the Company’s organization, fees for strategic investments evaluation and employee related compensation expenses representing base salary, benefits and stock-based compensation expense.

The details of these expenses are as follows:

	Year ended		Period from March 16, 2023 (inception) through
	December 31, 2024		December 31, 2023		Change
Professional and consulting fees	$	4,455,225	$	1,586,680	$	2,868,545
Legal and book-keeping services		1,134,778		347,835		786,943
Personnel and related taxes		10,951,854		443,672		10,508,182
Insurance		355,932		12,473		343,459
Marketing and advertisement		91,319		119,363		(28,044	)
Other		983,720		165,675		818,045
	$	17,972,828	$	2,675,698	$	15,297,130

For the year ended December 31, 2024, general and administrative expenses increased compared to the period from March 16, 2023 (inception) through December 31, 2023, primarily due to higher employee related costs driven by an increase in stock based compensation expense and number of employees, increase in legal and professional services such as legal fees, professional and consulting fees including stock based compensation expense for consultants, accounting advisory, statutory auditor fees, technical consultants and business consulting and an increase in business development and other administrative expenses in line with growth in operations. The increase was partially offset by decrease in marketing and advertisement services with respect to the Company’s organization incurred in comparative period.

Other Income (Expenses)

SAFE note issuance costs

SAFE note issuance costs of $Nil for the year ended December 31, 2024, and $466,302 for the period from March 16, 2023 (inception) through December 31, 2023, respectively, primarily represent $435,000 of capital advisory services fees paid to related party for sourcing the SAFE note commitment from the investor and $31,302 of legal costs incurred towards setting up and executing the SAFE note agreements.

Other transaction costs

Other transaction costs of $Nil for the year ended December 31, 2024, and $450,113 for the period from March 16, 2023 (inception) through December 31, 2023, respectively, relate to costs that represent fees and expenses, primarily legal expenses associated with evaluation of potential other SPAC merger opportunities that the Company ultimately did not execute, including $100,000 of fees paid to a related party.

Interest income

Interest income of $10,838 for the year ended December 31, 2024, and $Nil for the period from March 16, 2023 (inception) through December 31, 2023, respectively, relate to interest earned on promissory notes issued during the current year ended December 31, 2024.

Interest expense

For the year ended December 31, 2024, interest expenses increased compared to the period from March 16, 2023 (inception) through December 31, 2023, primarily due to interest expense incurred on the financing agreement for the Company’s purchase of directors and officers and other insurance policies. Additionally, the Company entered into finance agreements for short-term loans with various lenders during the year ended December 31, 2024, resulting in an increase in interest expense of $42,626.

Finance charges

The increase in finance charges of $7,579,713 during the year ended December 31, 2024, compared to the period from March 16, 2023 (inception) through December 31, 2023, is due to cost of issuance of short-term loans and the accretion impact related to the common stock to be issued to lenders per the Equity Kicker related to these loans. This also includes cost incurred to enter into the common stock purchase agreement with B Riley Principal Capital II and the change in fair value of the Company’s make-whole provision related to the common stock purchase agreement. The Company did not have any similar financing arrangement in the prior comparative period.

Change in fair value of investment in equity securities

The decrease in the fair value of investment in equity securities of $322,134 during the year ended December 31, 2024, is due to change in the fair value of investment in QXR and IRIS Metals based on readily available quoted prices for such investment. The increase in the fair value of investment of $18,556 during the period from March 16, 2023 (inception) through December 31, 2023, is due to change in the fair value of investment in QXR.

Change in fair value of SAFE notes

The increase in fair value of SAFE notes of $955,000 and $212,200 during the year ended December 31, 2024, and the period from March 16, 2023 (inception) through December 31, 2023, respectively, is due to changes in estimates related to inputs used in the valuation of SAFE notes, which have been classified as liability instruments, based on third party valuations, prior to the conversion of the instruments into Common Stock. The SAFE notes, which had previously been classified as liability instruments, were converted to equity following the consummation of the Business Combination with GPAC II on July 8, 2024. The Company had not issued any such SAFE notes post business combination consummation.

Change in fair value of convertible notes

The increase in fair value of convertible notes of $471,400 during the year ended December 31, 2024, compared to the period from March 16, 2023 (inception) through December 31, 2023, is due to changes in estimates related to inputs used in the valuation of convertible notes, which have been classified as liability instruments, based on third party valuations. The convertible notes, which had previously been classified as liability instruments, were converted to equity following the consummation of the Business Combination with GPAC II on July 8, 2024. The Company had not issued any such convertible notes in the comparative period.

Change in fair value of sponsor earnout shares

The decrease in fair value of sponsor earnout shares by $4,076,200 for year ended December 31, 2024, compared to the period from March 16, 2023 (inception) through December 31, 2023, relates to movements in fair value of earnout shares issued to the Sponsor, at the closing of the Business Combination, which have been classified as liability instruments in the consolidated financial statements, that need to be recorded in the consolidated statements of operations for each reporting period, based on third party valuations carried out at period end. The Company had not issued any such sponsor earnout shares in the comparative period.

Change in fair value of warrant liability

The increase in fair value of warrants of $511,342 for the year ended December 31, 2024, compared to the period from March 16, 2023 (inception) through December 31, 2023, relates to movements in fair value of Public and Private Warrants which have been classified as liability instruments in the consolidated financial statements, that need to be recorded in the consolidated statements of operations for each reporting period, based on fair value at period end. The Company had not issued any such warrants in the comparative period.

Other income

Other income of $21,970 for the year ended December 31, 2024, relates to insurance refund received.

Tax expenses

For the year ended December 31, 2024, and for the period from March 16, 2023 (inception) through December 31, 2023, the tax expense is $Nil, due to net losses incurred during these periods. We do not carry any deferred tax assets on the consolidated balance sheets as at December 31, 2024 and December 31, 2023, primarily due to net operating loss carry forwards resulting from incurred net operating losses and full valuations allowance of those losses, as our ability to realize future tax benefits related to these assets is largely dependent upon operational profitability, which is uncertain. As a result of this uncertainty, we have established a full valuation allowance, and have not recognized a net provision or benefit for income taxes in the periods reported.

Net loss

For the year ended December 31, 2024, the Company incurred a net loss of $23,753,863 and for the period from March 16, 2023 (inception) through December 31, 2023, the Company incurred a net loss of $3,793,585. Since the Company is yet to start commercial production of battery grade lithium, the operating expenses are expected to increase, as the Company starts to recruit more personnel to perform general operational tasks and set up the Facility and executed supply agreements.

Liquidity and Capital Resources

Overview

We have devoted substantial efforts and financial resources to raising capital and organizing and staffing the Company, and as a result, have incurred significant operating losses. As of ~~March~~September 3130, 2025, and December 31, 2024, we had an accumulated deficit of $56 64,~~428~~592,~~648~~850 and $ 52,618,948 respectively.

We have not earned any revenue and have been operating at a loss since inception. We have an accumulated deficit and stockholders’ deficit.

Liquidity Requirements

Our primary requirements for liquidity and capital are investment in new facilities, new technologies, working capital and general corporate needs. Specifically, in this regard, the ~~total~~ refinery cost, which includes all direct and indirect costs and contingencies needed to build phase I of the refinery (25,000 metric tons per annum of battery grade lithium carbonate), has been estimated at approximately $~~1,165~~500 million following completion of the FEL-3 study. We intend to finance our project cost through a mix of debt, equity and potential ~~government~~ government grants. We expect our operational expenditures to increase for the foreseeable future in connection with ongoing and future activities. Specifically, expenditures will increase as we:

●	Secure and build facilities;
●	invest in research and development activities to advance the development of our technologies; and
●	incur additional expenses associated with transitioning to, and operating as, a public company.

Our current and ongoing liquidity requirements will depend on many factors, including: our launch cadence, the timing and extent of spending to support additional development efforts, the introduction of new and enhanced offerings, the continuing market adoption of our offerings, the timing and extent of additional capital expenditures to build and invest in the Facility. In addition, we may, in the future, enter into arrangements to acquire or invest in complementary businesses, business offerings and technologies. However, we do not have agreements or commitments to enter into any such acquisitions or investments at this time.

Sources of Liquidity and Going Concern

We have funded our operations with proceeds from sales of Legacy Stardust Power Common Stock, promissory notes, SAFE notes, debt financing, equity financing and convertible equity agreements. To continue as a going concern, we anticipate funding our near-term operations through the sale of equity securities, promissory notes, debt financing or from other capital sources. If adequate funds are not available, we may be required to curtail, delay, or eliminate some or all of our planned activities, or raise additional financing to continue to fund operations, and may not be able to continue as a going concern.

9484

As discussed above:

● On October 7, 2024, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley Principal Capital II”) to sell up to $50,000,000 of newly issued shares of the Company’s Common Stock to B. Riley Principal Capital II. During the ~~three~~nine months ended ~~March~~September 3130, 2025, the Company issued 3505,~~981~~271 shares of ~~common~~Common ~~stock~~Stock pursuant to the Purchase Agreement, aggregating to net proceeds of $151,~~922~~598,008. Subsequent to the quarter end, the Company issued 132,777 shares of Common Stock aggregating to net proceeds of $471,677. ● On January 27, 2025, the Company consummated a public offering of 4479,~~792,000~~200 shares of Common Stock and accompanying warrants to purchase up to 4479,~~792,000~~200 shares of Common Stock at a public offering price of $112.2000 per share and warrant with an exercise price of $113.3000, generating aggregate gross proceeds of approximately $5,750,400 before offering expenses. ● On March 16, 2025, the Company entered into a letter agreement (the “Inducement Letter”) with a warrant holder (the “Exercising Holder”) providing for the immediate cash exercise of outstanding warrants to purchase 4479,~~792,000~~200 shares of the Company’s Common Stock at a reduced exercise price of $06.6220 per share, generating aggregate gross proceeds of approximately $~~3 million~~2,971,040, before related expenses, on March 18, 2025. In connection with such exercise, the Company agreed to issue new Common Stock purchase warrants (the “Inducement Warrants”) to purchase up to 9958,~~584,000~~400 shares of common stock at an exercise price of $07.7000 per share. ● On June 18, 2025, the Company consummated a public offering of 2,150,000 shares of Common Stock at a public offering price of $2.00 per share, generating aggregate gross proceeds of approximately $4,300,000 before offering expenses. On June 25, 2025, the Company consummated the partial exercise of over allotment of the public offering, of 110,000 shares of Common Stock at a public offering price of $2.00 per share, generating additional aggregate gross proceeds of approximately $220,000 before offering expenses.

We believe that the cash on hand, and additional investments available through issuance of new Common Stock, will be inadequate to satisfy the Company’s working capital and capital expenditure requirements for at least the next twelve months. The ability of the Company to continue as a going concern is dependent upon management’s plan to raise additional capital from the issuance of equity or receive additional borrowings to fund the Company’s operating and investing activities over the next year. The accompanying unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. Failure to secure adequate financing could have a material adverse effect on the business, operations and financial performance of the Company.

Insurance funding borrowing

On November 19, 2023, Legacy Stardust Power borrowed $80,800 from First Insurance Funding to finance its insurance policies. The total of premium, taxes and fees aggregated to $101,000, of which an initial down payment of $20,200 was paid by Stardust Power, and the balance financed through First Insurance Funding. The loan has an annual percentage rate of 8.25% and is payable in 10 ~~installments~~instalments through September 21, 2024. As at December 31, 2024 and ~~March~~September 3130, 2025, the loan was fully repaid ~~and the balance was $Nil~~.

On July 18, 2024, the Company entered into a financing agreement of $510,000 for the purchase of an insurance policy with AFCO Insurance Premium Finance. The Company made a downpayment of $44,162, which was applied to the loan amount at the time of the loan agreement. The debt is payable in monthly ~~installments~~instalments of $44,162 per month for ~~eleven~~11 months. Payments include a stated interest rate of 8.46% and are secured against a lien on the insurance policy. As at September 30, 2025, the loan was fully repaid.

9585

On August 5, 2025, the Company entered into a financing agreement of $407,500 with AFCO Insurance Premium Finance to fund the purchase of an insurance policy. The Company made a down payment of $70,256 at the inception of the agreement, and the remaining balance was financed through AFCO. The loan is payable in 10 monthly instalments of $35,125 each, beginning on September 8, 2025, and includes interest at a stated annual rate of 7.5%. The loan is secured by a lien on the related insurance policy. As of September 30, 2025, the carrying amount was $304,666.

SAFE notes

On February 23, 2024, Legacy Stardust Power signed the February 2024 SAFE note for an amount of $200,000. In accordance with the terms of the February 2024 SAFE note, the SAFE notes converted into shares of Legacy Stardust Power Common Stock, immediately prior to the First Effective Time on similar terms to the other SAFE notes.

The SAFE notes are classified as liabilities based on evaluating characteristics of the instruments and are presented at fair value as non-current liabilities in the Company’s unaudited condensed consolidated balance sheet.

The SAFE notes provided Legacy Stardust Power an option to call for additional preferred stock up to 25,000,000 based on the contingent event of SAFE note conversion and notice issued by the Stardust Power board of directors (the “Board”), and achievement of certain milestones, for up to 42 months following such conversion. This feature was determined to be an embedded feature and is valued as part of the liability value associated with the instrument as a whole. Additionally, the SAFE notes provided the investor certain rights upon an equity financing, change in control or dissolution as described in Note 4 of the unaudited condensed consolidated financial statements of the Company. The estimated fair value of the SAFE notes considered the timing of issuance and whether there were changes in the various scenarios since issuance. As of December 31, 2023, the fair value of the SAFE notes was $5,212,200 and were classified as a non-current liability. The SAFE notes had no interest rate or maturity date, description of dividend and participation rights. The liquidation preference of the SAFE notes was junior to other outstanding indebtedness and creditor claims, on par with payments for other SAFE notes and/or preferred equity, and senior to payments for other equity of the Company that were not SAFE notes and/or pari passu with preferred equity.

On March 21, 2024, Legacy Stardust Power entered into a financing commitment and equity line of credit agreement with AIGD. The agreement replaced the above contingent commitment feature of the SAFE notes with granting Legacy Stardust Power an option to drawdown up an additional $15,000,000 on terms similar to existing SAFE notes prior to the First Effective Time. On April 24, 2024, Legacy Stardust Power amended and restated the August 2023 SAFE note and the November 2023 SAFE note. On May 1, 2024, Legacy Stardust Power amended and restated the February 2024 SAFE note. These amendments clarified the conversion mechanism in connection with the Business Combination. In accordance with the terms of the convertible equity agreements, immediately prior to the First Effective Time, the cash received pursuant to the SAFE note agreements automatically converted into ~~636~~63,~~916~~692 shares of Combined Company Common Stock.

Short-term loans

In December 2024, the Company entered into a binding Term Sheet (“Term Sheet”) with Endurance Antarctica Partners II, LLC (“Endurance”), a related party, providing for a loan (the “Loan”) in the aggregate principal amount of $1,750,000, bearing interest at a rate of 15% per year, and maturing in March 2025 (the “Maturity Date”). The Term Sheet contained customary representations and warranties and customary events of default. Pursuant to the Term Sheet, 5550,~~500,~~000 shares of Company’s Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In addition, the Company has agreed to issue to Endurance $3,500,000 in Common Stock as an Equity Kicker, with the price of each share being determined based on terms per the earlier to occur of (i) the consummation of a private placement offering of Company securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and (ii) the Maturity/ Repayment Date, provided that the minimum number of shares of Common Stock shall be no less than ~~500~~50,000 shares. In addition, Endurance will receive warrants representing the right, exercisable within five years of the closing date, of up to 50% of Common Stock issued as Equity Kicker, with each ~~whole~~10 ~~warrant~~warrants exercisable for one share of Common Stock at an exercise price of $11115.500 in accordance with the Private Placement terms. During the ~~quarter~~nine months ended ~~March 31~~September 30, 2025, the Company has fully repaid the principal amount, ~~and~~ the accrued interest. ~~Subsequent~~and ~~to the quarter end, the Company~~ issued the equity shares and warrants to Endurance ~~on April 24, 2025~~.

9686

In December 2024, the Company entered into binding Term Sheets (“Term Sheets”) with several lenders including DRE Chicago, LLC, a related party (collectively, the “Lenders”), providing for loans (the “Loans”) in the aggregate principal amount of $1,800,000, bearing interest at a rate of 15% per year, and maturing in March 2025 (the “Maturity Date”). The proceeds of the Loans are expected to be used by the Company for general corporate and working capital purposes. The Term Sheets contained customary representations and warranties and customary events of default. Pursuant to the Term Sheets, an aggregate of approximately 3340,~~400,~~000 ~~shares~~ shares of Company’s Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In addition, the Company has agreed to issue to the Lenders an aggregate of $2,700,000 in Common Stock as an Equity Kicker, with the price of each share being determined based on terms per the earlier to occur of (i) the consummation of a private placement offering of Company ~~securities~~ securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and (ii) the Maturity/ ~~Repayment~~ Repayment Date, provided that the minimum number of shares of Common Stock issued to the Lenders shall be no less than an aggregate of ~~360~~ 36,000 shares. In addition, the Lenders will receive warrants representing the right, exercisable within five years of the closing date, of up to 50% of Common Stock issued as Equity Kicker, with each ~~whole~~10 ~~warrant~~warrants exercisable for one share of Common Stock at an exercise price of $11115.50 00 in accordance with the Private Placement terms. During the ~~quarter~~nine months ended ~~March~~September 3130, 2025, the Company has fully repaid the principal amount, ~~and~~ the accrued interest. ~~Subsequent~~and ~~to the quarter end, the Company~~ issued the equity shares and warrants to the ~~lenders~~ ~~on April 24, 2025~~lenders.

Cash Flow

Summary

The following table summarizes our cash flows for the periods presented:

Three months ended March 31, 2025

Three months ended March 31, 2024

Change

Nine months ended September 30, 2025

Nine months ended September 30, 2024

Change

Net cash used in operating activities

(26,~~875~~548,~~187~~760

)

(~~934~~8,~~680~~514,161

)

(1,~~940~~965,~~507~~401

)

Net cash used in investing activities

(~~960~~3,~~332~~001,632

)

(31,~~131~~279,257

)

(~~957~~1,~~201~~722,375

)

Net cash provided by financing activities

410,~~511~~222,~~080~~822

5410,~~385~~108,680

4114,~~456,695~~142

Net change in cash

~~675~~672,~~561~~430

~~(883~~315,~~426~~262

)

1357,~~558,987~~168

Cash Flows Used in Operating Activities

For the ~~three~~nine months ended ~~March~~September 3130, 2025, net cash used in operating activities was $26,~~875~~548,~~187,~~760 consisting of a $311,~~809~~973,~~700~~902 net loss, ~~adjusted~~ adjusted for $ ~~915~~5,~~041~~247,665 of non-cash ~~charge~~charges, ~~for~~primarily comprising stock based compensation expense, change in fair value of investments, warrant liability, sponsor earnout shares, and common stock make-whole obligation, loss on sale of investments, loss on write off of deferred transaction costs, promissory note and deposits and depreciation, and a $19177,~~472~~477 net ~~change~~increase in operating assets and liabilities, primarily driven by a ~~decrease~~an increase of $69231,~~462~~370 in accounts payable and other current liabilities which represent the various costs that are expected to be incurred as we set up operations during this period, partially offset by ana ~~increase~~decrease of $8853,~~934~~893 in prepaid expenses and other assets. due to amortization,

For the ~~three~~nine months ended ~~March~~September 3130, 2024, net cash used in operating activities was $~~934~~8,~~680~~514,161 consisting of a $114,~~399~~185,~~213~~887 net loss, ~~adjusted~~ adjusted for $~~222~~9,~~342~~730,411 non-cash charge for change in fair value of SAFE notes, ~~investment~~change in ~~equity~~fair ~~securities~~value of investments, convertible notes, sponsor earnout shares, investments and stock based compensation and ~~depreciation and~~a $~~242~~4,~~191~~058,685 net change in operating assets and liabilities, primarily driven by an ~~increase~~decrease of $~~362~~3,~~363~~597,110 in accounts payable, and other current liabilities which primarily represent the various costs that are expected to be incurred as we set up operations during this period, partially offset by a decrease of $~~120~~461,~~172~~575 in prepaid expenses ~~and other assets~~.

Cash Flows Used in Investing Activities

For the ~~three~~nine months ended ~~March~~September 3130, 2025, net cash used in investing activities was $~~960~~3,~~332~~001,632, primarily representing $~~959~~3,~~644~~555,268 ~~on account~~incurred offor capital project costs related to construction of the refinery. ~~For~~offset ~~the~~partially ~~three~~by ~~months ended March 31~~$570,255 ~~2024, net cash used~~ in ~~investing activities~~proceeds ~~was~~from ~~$3,131~~sale ~~for the purchase~~ of ~~property~~investments ~~and~~in equity ~~equipment~~securities.

For the nine months ended September 30, 2024, net cash used in investing activities was $1,279,257, primarily representing $726,102 on account of pre-acquisition capital project costs related to construction of the refinery purchase of computer and equipment of $11,155, promissory notes issued of $492,000 and $50,000 of investments in other long term assets.

Cash Flows from Financing Activities

For the ~~three~~nine months ended ~~March~~September 3130, 2025, net cash provided by financing activities was $410,~~511~~222,~~080,~~822 related primarily to gross proceeds from consummation of a public ~~offering~~offerings ~~in January 2025~~ of $510,~~750~~270,400, ~~Warrant Inducement~~ gross proceeds from a warrant inducement transaction of $2,971,040 ~~in March 2025~~, ~~advance~~ ~~from~~proceeds from PIPE investors of $125,000, proceeds from short term loan of $337,244 and common stock issuance proceeds of $161,~~414~~647,431 partially offset by repayment of short-term loans of $3,~~677~~841,~~914~~129, payment of transaction costs associated with public offering and warrant inducement of ~~$648,860, and deferred transaction~~ ~~costs payment of~~ $251,~~000~~260,226.

97For the nine months ended September 30, 2024, net cash provided by financing activities was $10,108,680 related primarily to cash received from proceeds for issuance of convertible notes of $2,100,000, SAFE notes of $200,000, exercise of warrants of $1,561,655, proceeds from a short-term loan of $510,000 and proceeds from closing of the Business Combination including issuance of PIPE shares of $11,639,088, offset partially by deferred Business Combination transaction costs of $4,134,056, repayment of short term loans of $199,170 and repayment of notes payable to related parties of $1,562,834.

~~For the~~The ~~three~~following ~~months~~table ~~ended~~summarizes our ~~March 31, 2024, net~~ cash ~~provided~~flows ~~by financing activities was $54,385, related primarily to proceeds of $200,000 received~~ for ~~issuance~~the ofperiods ~~SAFE notes, partially offset by payment of deferred transaction costs of $115,788, repayment of short-term loan of $23,824 and repurchase of unvested shares of $6,003.~~presented:

	Year ended December 31, 2024			Period from March 16, 2023 (inception) through December 31, 2023			Change
Net cash used in operating activities	$	(9,719,714	)	$	(2,983,206	)	$	(6,736,508	)
Net cash used in investing activities		(4,791,363	)		(301,974	)		(4,489,389	)
Net cash provided by financing activities		14,151,827			4,557,004			9,594,823
Net change in cash	$	(359,250	)	$	1,271,824		$	(1,631,074	)

Cash Flows Used in Operating Activities

For the year December 31, 2024, net cash used in operating activities was $9,719,714, consisting of a $23,753,863 net loss, adjusted for $15,515,723 non-cash charge for change in fair value of SAFE notes, convertible notes, investments, warrant liability, earnout shares, stock based compensation, finance charges and depreciation and a $1,481,574 net change in operating assets and liabilities, primarily driven by decrease of $1,433,575 in accounts payable and other current liabilities which represent the various costs that are expected to be incurred as we set up operations during this period, and an increase of $47,999 in prepaid expenses.

For the period March 16, 2023 (inception) to December 31, 2023, net cash used in operating activities was $2,983,206, consisting of a $3,793,585 net loss, adjusted for $718,488 non-cash charge for change in fair value of SAFE notes, investments, charge for SAFE note issuance costs, stock based compensation, and depreciation and $91,891 net change in operating assets and liabilities, primarily driven by $518,388 in accounts payable and other current liabilities, due to related parties and other current liabilities which primarily represent the various costs that are expected to be incurred as we set up operations during this period partially offset by $426,497 prepaid expenses.

Cash Flows Used in Investing Activities

For the year ended December 31, 2024, net cash used in investing activities was $4,791,363, primarily representing $1,010,180 on account of capital project costs related to construction of the refinery, $1,623,946 for land purchase, $1,600,000 on investment in equity securities of IRIS Metals, $50,000 investments in other long-term assets, $492,000 used in the promissory notes issued and $15,237 used for the purchase of computer and equipment. For the period March 16, 2023 (inception) to December 31, 2023, net cash used in investing activities was $301,974, primarily representing $100,000 on account of capital project costs related to acquisition of land, $200,000 in investment of equity security in QXR, and $1,974 used for the purchase of computer and equipment.

Cash Flows from Financing Activities

For the year ended December 31, 2024, net cash provided by financing activities was $14,151,827 related primarily to proceeds from closing of the Business Combination including issuance of PIPE shares of $11,639,088, cash received from issuance of convertible notes of $2,100,000, proceeds from short-term loans from several investors of $2,060,000, proceeds from short-term loan from related parties of $2,000,000, exercise of warrants of $1,561,655, proceeds from PIPE of $425,000, proceeds from issuance of common stock of $260,927 and SAFE notes of $200,000, partially offset by deferred Business Combination transaction costs of $4,167,323, repayment of sponsor promissory notes of $1,562,834, and repayment of short-term loans of $324,415.

For the period March 16, 2023 (inception) to December 31, 2023, net cash provided by financing activities was $4,557,004, related primarily to $5,000,000 proceeds from SAFE notes issuance, $1,000,000 proceeds from issuance of notes payable to related parties, $72,967 proceeds from short-term loan and $14,850 proceeds from early exercise of stock option awards, partially offset by payment of SAFE notes issuance cost to related parties of $435,000, repayment of notes payable to related parties of $1,000,000 and payment of deferred transaction costs of $95,900. Additionally, during the period, we drew down and repaid our notes payable to related parties.

Operating and Capital Expenditure Requirements

The Company has not earned any revenue and has been operating at a loss since inception. The Company has an accumulated deficit and stockholders’ deficit. These conditions raise substantial doubt about its ability to continue to finance operations over the next twelve months and is dependent upon management’s plan to raise additional capital from issuance of equity or receive additional borrowings to fund the Company’s operating and investing activities over the next one year. Our intended capital requirements depend on many factors including the capital expenditures required to set up our Facility, and undertake all activities necessary to start commercial production, prices of capital equipment, and preliminary costs. In the future, it will depend on our expansion of acquiring new assets/sites to have access and potential ownership of raw material. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. If additional financing is required from outside sources, over and above what we are intending to raise currently, we may not be able to raise it on acceptable terms or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition would be materially and adversely affected and may not be able to continue our intended operations as a going concern.

Commitments and Contractual Obligations

We have entered into an engineering agreement with Primero USA, Inc. for $4,724,690 to provide a FEL-3 report. See Note 3 to our unaudited condensed consolidated financial statements included elsewhere in the registration statement of which this prospectus forms a part for additional details regarding other contractual obligations and commitments. While the Company has not entered into any other binding commitments, other strategic partnerships are being evaluated which could lead to future contractual obligations.

Summary of Critical Accounting Estimates

We believe that the following accounting policies and estimates involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our unaudited condensed consolidated financial condition and results of our operations. See Note 2 to our unaudited condensed consolidated financial statements appearing elsewhere in the registration statement of which this prospectus forms a part for a description of our other significant accounting policies. The preparation of our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.

Deferred Transaction Costs

In accordance with ‘Codification of Staff Accounting Bulletins - Topic 5: Miscellaneous Accounting A. Expenses of Offering’ (“SAB Topic 5”), public offering related costs, including legal fees and advisory and consulting fees, are deferred until consummation/completion of the proposed public offering.

The Company has deferred $116,121 of related costs incurred towards the proposed public offering which are presented within current assets in the audited consolidated balance sheet as at December 31, 2024. The Company consummated the public offering on January 27, 2025. After the consummation of the Public Offering, costs allocated to equity-classified instruments amounting to $86,121 were recorded as a reduction to additional paid-in capital. The remaining deferred costs of $30,000 attributable to a separate proposed offering was expensed as the transaction did not materialize during the three months ended March 31, 2025. During the three months ended March 31, 2025, the Company deferred $25,000 of costs incurred towards potential future debt arrangement which is presented within current assets in the unaudited condensed consolidated balance sheet as at March 31, 2025. If the transaction does not materialize, the deferred offering costs will be expensed.

Income Taxes

Income taxes are recorded in accordance with ASC 740, “Income Taxes” (“ASC 740”), which provides for deferred taxes using an asset and liability approach. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We account for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, we recognize the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. We recognize any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

Earnout Share Liability, SAFE Notes, and Convertible Notes

We account for the earnout share liability, SAFE notes, and convertible notes in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging,” whereby it is accounted for as a liability which requires initial and subsequent measurements at fair value. This liability is subject to re-measurement at each balance sheet date until a triggering event, equity financing, change in control or dissolution occurs, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The fair value estimate includes significant inputs not observable in market, which represents a Level 3 measurement within the fair value hierarchy. The valuation uses probabilities considering pay-offs under various scenarios as follows: (i) an equity financing where the SAFE notes and convertible note will convert into certain preferred stock; (ii) a change in control where the SAFE note and convertible note holders will have an option to receive a portion of the cash and other assets equal to the purchase amount; (iii) a dissolution event where the SAFE notes and convertible note holders will be entitled to the purchase amount subject to liquidation priority and (iv) achievement of Combined Company Common Stock price targets, where the earnout share liability will convert into certain number of shares of Common Stock. The value of the instrument is likely to vary significantly based on the probability of each of the conversion scenarios that occurs, and management will reassess such probability at each reporting period. These probabilities will ultimately be factored into the valuation of the instrument and will require third party valuation experts to assist in the determination of this value. The changes in value of the instrument could impact the unaudited condensed consolidated financial statements materially and therefore constitute a critical estimate.

9989

Fair Value of Common Stock

Due to the absence of an active market for our Common Stock prior to consummation of the business combination, and in accordance with the American Institute of Certified Public Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation, the fair value of our ~~Common~~common ~~Stock~~stock was previously estimated based on valuation carried out by third party appraisers and approved by our Board based on current available information and after exercising reasonable judgment. This estimate requires significant judgment and considers several factors, including:

●	independent third-party valuations of our Common Stock;
●	estimated probabilities of future liquidation scenarios;
●	projected future cash flows provided by management;
●	guideline public company information;
●	discount rates;
●	our actual operating and financial performance;
●	current business conditions and projections;
●	our stage of development;
●	U.S. and global capital markets conditions; and
●	expected volatility based on comparable public company stock performance over the time period being measured.

Probability weightings assigned to potential liquidity scenarios were based on management’s expected near-term and long-term funding requirements and assessment of the most attractive liquidation possibilities at the time of the valuation. In the most heavily weighted scenarios, the enterprise valuation was calculated using a valuation approach based on a combination of the guideline public company approach, an income approach analysis with an option pricing model and a cost approach, to determine the amount of aggregate equity value allocated to our Common Stock.

In all scenarios, a discount for lack of marketability (“DLOM”) was applied to arrive at a fair value of common shares. A DLOM accounts for the lack of marketability of shares that are not publicly traded.

Application of these approaches and methodologies involves the use of estimates, judgment and assumptions that are complex and subjective, such as those regarding our expected future revenue, expenses, operations and cash flows, discount rates, industry and economic outlook, and the probability of and timing associated with potential future events. Changes in any or all estimates and assumptions or the relationships between those assumptions impact our valuations as of each relevant valuation date and may have a material impact on the valuation of our Common Stock. Estimates of the fair value of the Common Stock are used in the measurement of stock based compensation. Following the Business Combination, it is no longer necessary to determine the fair value of our business as the Stardust Power Common Stock is now publicly traded.

Recent Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for additional details regarding recent accounting pronouncements.

Segment Reporting

The Company reports segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC Topic 280, “Segment Reporting.” The Company has a single reportable operating segment which operates as a single business platform. In reaching this conclusion, management considered the definition of the Chief Operating Decision Maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, how the CODM uses such information to make operating decisions, and how resources and performance are accessed. The Company’s CODM is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has a single, common management team and our cash flows are reported and reviewed with no distinct cash flows.

Related Party Transactions

On September 18, 2024, the Company entered into a consulting agreement in the amount of $500,000 with DRE Chicago LLC, whose principal is Paramita Das. Ms. Das was onboarded as the Chief Strategy Officer and Senior Advisor to CEO of the Company. Additionally, as discussed above, in December 2024, the Company entered into a binding term sheet with DRE Chicago LLC and other lenders, providing for loan in the principal amount of $250,000 to DRE Chicago, bearing interest at a rate of 15% per year, and maturing in March 2025 (the “Maturity Date”). In addition, the Company has agreed to issue to DRE Chicago an aggregate of $375,000 in Common Stock as an Equity Kicker. In addition, DRE Chicago will receive warrants representing the right, exercisable within five years of the closing date, of up to 50% of Common Stock issued as Equity Kicker, with each ~~whole~~10 ~~warrant~~warrants exercisable for one share of Common Stock at an exercise price of $11115.5000 in accordance with the Private Placement terms. During the ~~quarter~~nine months ended ~~March~~September 3130, 2025, the Company has fully repaid the principal ~~amount~~ ~~and~~amount, the accrued interest. ~~Subsequent~~and ~~to the quarter end, the Company~~ issued the equity shares and warrants to DRE Chicago ~~on April 24, 2025~~.

~~100~~90

As discussed above, in December 2024, the Company entered into a binding term sheet with Endurance Antarctica Partners II, LLC (“Endurance”), an affiliate of a director at the time and a shareholder, providing for a loan (the “Loan”) in the aggregate principal amount of $1,750,000, bearing interest at a rate of 15% per year, and maturing on March 2025 (the “Maturity Date”). In addition, the Company has agreed to issue to Endurance $3,500,000 in Common Stock as an Equity Kicker. In addition, Endurance will receive warrants representing the right, exercisable within five years of the closing date, of up to 50% of Common Stock issued as Equity Kicker, with each ~~whole~~10 ~~warrant~~warrants exercisable for one share of Common Stock at an exercise price of $11115.5000 in accordance with the Private Placement terms. During the ~~quarter~~nine months ended ~~March~~September 3130, 2025, the Company has fully repaid the principal amount, ~~and~~ the accrued interest. ~~Subsequent to~~and ~~the quarter end, the Company~~ issued the equity shares and warrants to Endurance ~~on April 24, 2025~~.

In March 2023, the Company entered into unsecured notes payable with three related parties. These notes payable provided the Company the ability to draw up to $1,000,000, in aggregate: $160,000 until December 31, 2023, and $840,000 until December 31, 2025. These loan facilities accrue interest, compounding semi-annually, at the long-term semiannual Applicable Federal Rate, as established by the Internal Revenue Service, which effectively was 4.71% as of September 30, 2025. In June 2025, the Company drew $250,000 from Energy Transition Investors LLC, and repaid the amount in full during the same month. The Company has accrued interest of $422 during the nine months ended September 30, 2025 on the drawn amount. As at September 30, 2025, the Company had $840,000 available to draw.

Private Warrants

The Sponsor purchased from GPAC II an aggregate of 5,566,667 warrants at a price of $1.50 per warrant in a private placement that occurred simultaneously with the completion of the Company’s initial public offering (the “Private Warrants”). At closing of the Business Combination, Stardust Power acquired the net liabilities for GPAC II including the Private Warrants. Each 10 Private ~~Warrant~~Warrants ~~entitles~~entitle the holder to purchase one share of Common Stock at an exercise price of $11115.5000 per share. At ~~March~~September 3130, 2025 there were 5,566,667 Private Warrants outstanding. As at ~~March~~September 3130, 2025, the fair value of Private Warrants amounted to $~~401~~421,~~356~~953. The Company valued its Private Warrants based on the closing price of the Public Warrants since they are similar instruments.

Sponsor Earnout Shares

As part of the closing of the Business Combination, the Company issued 1100,000~~,000~~ shares to the Sponsor. These shares are subject to vesting (or forfeiture) based on achieving certain trading price thresholds following the closing (“Sponsor Earnout Shares”). Fifty percent of the Sponsor Earnout Shares will vest when the VWAP of the Combined Company Common Stock price equals or exceeds $12120.00 per share for a period of 20 trading days in a 30 trading day period, and the remaining fifty percent of the Sponsor Earnout Shares will vest when the VWAP of the Combined Company Common Stock price equals or exceeds $14140.00 per share for a period of 20 trading days in a a 30 trading day period. Upon the occurrence of a change in control, any remaining unvested Sponsor Earnout Shares become vested. Unvested Sponsor Earnout Shares will be forfeited if vesting does not occur prior to the eighth anniversary of the Closing Date. The Company assesses the fair value of expected earnout consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earnout consideration. As at ~~March~~September 3130, 2025, the fair value of Sponsor Earnout Shares amounted to to $4,700.

Recent Events

See Note 1416 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for additional details regarding subsequent events.

Stardust Power’s Risk Management Framework

Commodity Price Risk

Global commodity prices, especially for lithium hydroxide and, or lithium carbonate and other “battery metals” changes may impact the margins and produce less revenue or losses for the Company. Global lithium commodities market are still somewhat nascent and as the global supply chain changes this could impact the prices of commodities. The costs of lithium inputs could be affected as well further impacting margins and profitability. In order to address this risk, the Company is negotiating fixed price off take agreement with suppliers of raw material required. Also, we seek to enter into long-term partnerships to limit potential volatility in pricing. Additionally, in the future, we intend to enter into strategic partnerships that would create long-term alignment with buyers.

101

While there has been significant recent softness and reduced demand in respect of EVs and a significant decrease in the price of lithium, we believe that the long-term prospects for both remain positive.

Global Demand and Product Pricing Risk

New supplies of lithium and the emergence of new refiners both here in the United States and globally, could impact the global supply chain and product prices. Existing companies may be seeking to increase their capacity to provide lithium products and new companies seek to bring capacity online further increasing supply. Other companies may seek to enter the market. Also, the demand for lithium may be impacted by emerging technologies and other battery chemistries that may decrease the reliance on lithium and could result in reducing product prices. In order to address fluctuations in product price, and in lines with industry norms, the Company is intending to enter into 10-year long-term sales contracts with EV manufacturers, whereby we expect to have a cap and floor pricing strategy, and both, customer and the Company, sharing the difference between actual price and cap or floor pricing. We may further limit chemistry risk by refining to lithium carbonate prior to potentially refining to lithium hydroxide so we can meet market demands for either product. We stay informed on current trends in battery chemistry to project market demand.

Insurance Risk

The nature of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage. There are also risks against which we cannot insure or against which we may elect not to insure. The potential costs, which could be associated with any liabilities not covered by insurance or in excess of insurance coverage, or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our future earnings and competitive position and potentially our financial viability. We may limit insurance risk by being proactive in our policies for environmental impact and climate change impact. Through strict adherence to company protocols we may limit certain types of risk. Also, we intend to work only with best-in-class providers, who are adept at assessing various risks in our line of business adequately.

Strategic Risk

Strategic risk represents the risk associated with executive management failing to develop and execute on the appropriate strategic vision which demonstrates a commitment to our culture, leverages our core competencies, appropriately responds to external factors in the marketplace, and is in the best interests of our clients, employees, and members. By working with best-in-class partners and consultants who are industry experts, as well as by leveraging the knowledge of our senior executive team, we expect to be able to limit or address strategic risk and execution risk.

Filing Compare · Stardust Power Inc.